IrvingCC Packet 2011-04-07

AGENDA
MEETING OF THE IRVING CITY COUNCIL
THURSDAY, APRIL 7, 2011
COUNCIL CHAMBER - CIVIC CENTER COMPLEX
825 WEST IRVING BOULEVARD
IRVING, TEXAS
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11:00 A.M. -- CITY COUNCIL WORK SESSION -- WEDNESDAY, APRIL 6, 2011 -- FIRST FLOOR CITY COUNCIL
CONFERENCE ROOM -- CIVIC CENTER COMPLEX -- 825 WEST IRVING BOULEVARD -- IRVING, TEXAS
6:15 P.M. ------------------------------------------------------------------Pre-Council Briefing (If Necessary) 1st Floor

City Council Conference Room Or City Council
Chamber Conference Room, Civic Center
Complex
7:00 P.M. -----------------------------------------------------------Organizational Service Announcements
Invocation
Pastor Brian Hale, North Irving Baptist Church

Pledge Of Allegiance
Proclamations, Announcements, and Special Recognitions
Public Hearing: Items 1 through 11
THIS MEETING CAN BE ADJOURNED AND RECONVENED, IF NECESSARY, WITHIN 24 HOURS ON

THE FOLLOWING DAY IN THE COUNCIL CHAMBER.
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG
AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH
551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE.
This facility is wheelchair accessible and handicap-parking spaces are available. Requests for interpretation services or
assistive hearing devices must be made 48 hours prior to the meeting. Contact the City Secretary’s Office at (972) 721-2493
or (TDD) 1-800-RELAY TX (1-800-735-2989) for assistance.
City Council Agenda 04/7/2011 1

CITY COUNCIL AGENDA
1 City Operations Update
CONSENT AGENDA
2. Approving work session minutes for Wednesday, March 23, 2011
3. Approving regular meeting minutes for Thursday, March 24, 2011
4 Resolution -- Approving the Reappointment of Dr. Willis Starnes to Serve

as the Local Health Authority and Approving an Agreement Between the
City of Irving and Willis Starnes, M.D., Ph.D., for Health Authority Services
for a Two (2) Year Period Beginning November 1, 2010, at a Fee of $500.00
Per Month Including Expenses
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. Impact: Dr. Starnes has proven to be a great value to the City with his knowledge
and guidance on public health issues.
3. This resolution reappoints Dr. Starnes as the Local Health Authority and authorizes
the two-year renewal contract with him at a monthly fee of $500.00.
4. Funding in the net estimated amount of $5,500.00 for the period of November 1,
2010, through September 30, 2011; in the net estimated amount of $6,000.00 for
the period of October 1, 2011, through September 30, 2012; in the net estimated
amount of $500.00 for the period of October 1, 2012, through October 31, 2012, is
available in the General Fund, subject to funds being appropriated in Fiscal Years
2009-10 and 2010-11.
Recommendation
The resolution be approved.

5 Resolution -- Ratification of Lawsuit Filed Against Aetna Fire Underwriters
Insurance Company n/k/a Ace Fire Underwriters Insurance Company,
Pacific Employers Insurance Company n/k/a Ace Fire Underwriters
Insurance Company, and State National Insurance Company, Inc.
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Litigation is necessary to seek recovery of city funds in connection with the
lawsuit styled Donald W. Good v. The City of Irving, Texas, Chief of Police for the
City of Irving, and Fred Curtis, Civil Action No. 3:06-CV-2133-K.
Recommendation
6 Resolution -- Approving Five Discretionary Service Agreements Between

the City of Irving and Oncor Electric Delivery Company, LLC, for the
Riverside Drive Project
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: This project will relocate aerial power lines underground along Riverside
Drive and the Hwy. 161 frontage road. This complies with ongoing efforts to
underground utilities and will provide for a more reliable power source in inclement
weather.
3. This project will affect electric facilities at the following locations:
a. Riverside Drive and San Solomon;
b. Riverside Drive west on Hwy. 161 frontage road ending at Las Colinas
Boulevard; and
c. Hwy. 635 frontage road south on Riverside Drive to La Villita Boulevard.
4. Oncor Electric Delivery LLC submitted five Discretionary Service Agreements
(DSA’s) for this undergrounding effort.
5. The cost for this project will be shared between the City of Irving, The Las Colinas
Association and the Developer, Hines. Funding in the amount of $822,792.77 is
available in the Non-Bond CIP Fund and the Street Improvement Bond Fund.
Recommendation

7 Ordinance -- Providing for the Issuance and Sale of City of Irving, Texas,
Hotel Occupancy Tax Revenue Refunding Bonds, Taxable Series 2011, in
the Aggregate Principal Amount of $23,880,000; Approving and
Authorizing the Execution and Delivery of a Bond Purchase Agreement,
and a Paying Agent/Registrar Agreement; and Prescribing Other Matters
with Respect Thereto
2. Impact: Refinancing the Entertainment Venue debt will provide funds vital to
moving forward to construction financing. In addition, the refinancing will provide
funding to continue the bond validation lawsuit and current appeal.
3. The loan terms include refinancing the balance of the Entertainment Venue Bond
Series 2009, 2009A and 2010. The cumulative balance to be refinanced is
$23,880,000.
4. The loan will bear an interest rate equal to the 30-day LIBOR rate plus 375 basis
points. Currently, this will compute to approximately 4% interest. This loan will
mature in 2029.
5. Principal payments on this loan will begin in 2013 and will range from $360,000 to
2,005,000 in 2029.
Recommendation
The ordinance be adopted.
ZONING CASES AND COMPANION ITEMS

8 Ordinance -- Zoning Case #ZC10-0042 - Granting S-P-2 (Generalized Site
Plan) for R-6 (Single Family) Uses - Approximately 20.15 Acres Located
South of Belt Line Road and East of North Lake Road - Signagepoint
Properties, LLC, Applicant.
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: March 21,
2011 – Postpone to April 4, 2011. The April 4, 2011 recommendation will be
provided to the City Council at the April 6, 2011 work session.
3. The Comprehensive Plan recommends Single Family-Low Density Residential uses
for this property. This request is in conformance with the Comprehensive Plan.
4. The property is currently undeveloped and zoned R-40 (Single Family) since its
annexation in 1973. The applicant is seeking to develop the property with sixty
single family homes, two open space areas and a religious facility.

5. While water and sewer services will be accessed from the south through the City of
Irving, the only way to access the site is by North Lake Road, which is a City of
Dallas street. The developer is aware of the issues with access to the property and
has chosen to bring access through another city, rather than through the City of
Irving.
6. Roadway issues are normally addressed during the platting process; however, the
City of Irving has no jurisdiction over North Lake Road. Since the ability to develop
the subject property at the requested density is dependent on improvements to
North Lake Road being first constructed and accepted by the City of Dallas,
stipulations regarding North Lake Road are a zoning issue.
7. Staff believes that the City’s ability to provide service at the proposed density
requires that the road be constructed to a standard acceptable by the City of Irving
and the City of Dallas and that it be built in a timely fashion. Staff requested and has
obtained a letter from the City of Dallas stating that they would have no objection to
North Lake Road being designed and constructed by the developer in a manner
consistent with both cities’ requirements - specifically, the City of Irving stipulation
that North Lake Road be constructed as a 4-lane divided road, with 12 foot wide
lanes. The City of Dallas requires design and construction to meet all City of Dallas
requirements.
8. A note on the site plan stipulates that no building permits shall be issued for any
habitable structures until these improvements to North Lake Road are constructed
and accepted by the City of Dallas.
9. The City of Irving will provide all utilities and services.
10. Even though there is only one point of access, the fire department can support this
request because:
• No more than 60 homes and 1 commercial structure will be built.
• All homes will include a fire sprinkler system.
• North Lake Road will be a 4-lane divided road.
• “Street A” at the beginning of the subdivision will have 37 foot wide pavement.
11. The notes on the site plan require all homes to be a minimum of 2,000 square feet
with 80% of the exterior being brick, stone or stucco. If stucco is the primary
material, a tile roof is required.
12. All other requirements of the R-6 district will be met. Platting will be required prior to
development.
13. A 1.5 acre tract surrounded by the development will be given access on North Lake
Road via a 16-foot access easement.
14. Public notices were sent to fourteen (14) property owners, with no letters in support
or opposition received.
Recommendation

9 Ordinance -- Zoning Case #ZC11-0011 - Granting S-P-1 (Detailed Site Plan)
for R-AB (Restaurant with Alcoholic Beverages) - Approximately 2.47
Acres Located at 525 Meadow Creek Drive - Sfuzzi, LC II, LLC,
Applicant/Owner
2. Planning and Zoning Commission Hearing Date and Recommendation: April 4,
2011 - Pending
3. The applicant is requesting approval of an amended S-P-1 (Detailed Site Plan) for
R-AB (Restaurant with the accessory use of the sale of Alcoholic Beverages) in
order to make various interior and exterior changes to the existing building that are
not shown on the existing approved site plan. The proposed changes go beyond
what staff could administratively approve.
4. The property is currently developed with a single story building which was
previously used for a restaurant. The applicant is wishing to do extensive
renovations to the interior and exterior of the building to transform it into a new
restaurant.
5. This 11,316 sq. ft. building is located on a 2.47 acre tract in Las Colinas and has
365 seats (301 indoor, 64 outdoor). 147 parking spaces are required and provided.
6. In addition to indoor and patio dining, the applicant is proposing to create a banquet
room and several private dining rooms as well as an outside patio with a bar. The
outside façade of the restaurant will be remodeled but still meets the city’s
commercial design standards.
7. Public notices were sent to six (6) property owners, with one letter in support and
none in opposition received.
Recommendation
APPOINTMENTS AND REPORTS

10 Mayor’s Report
11 Adjournment
Citizens’ Forum
Citizens are invited to speak for three (3) minutes on matters relating to City
government and on items not listed on the regular agenda.

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WORK SESSION MEETING OF THE IRVING CITY COUNCIL

MEETING MINUTES
March 23, 2011
The Irving City Council met in work session March 23, 2011 at approximately 11:10 a.m. The
following members were present/absent:
Attendee Name Organization Title Status Arrived

Herbert Gears Irving City Council Mayor Present
Allan Meagher Irving City Council Councilman Present
Lewis Patrick Irving City Council Councilman Present
Rick Stopfer Irving City Council Councilman Late 2:00 PM
Minutes Acceptance: Minutes of Mar 23, 2011 11:00 AM (CONSENT AGENDA)

Gerald Farris Irving City Council Councilman Late 2:00 PM
Joe Philipp Irving City Council Councilman Present
Rose Cannaday Irving City Council Councilwoman Present
Roy Santoscoy Irving City Council Councilman Present
Mike Gallaway Irving City Council Councilman Present
DISCUSSION TOPIC
1 Review of Regular Agenda
The operations update will be presented at tomorrow night’s council meeting.
CONSENT AGENDA
7 Resolution -- Approving an Engagement Letter with Gibson, Dunn & Crutcher
LLP for Legal Services Related to the Entertainment Center Expedited
Declaratory Judgment Litigation
Karen Brophy, Senior City Attorney, described the engagement letter with
Gibson, Dunn & Crutcher LLP and their work on the entertainment center
litigation.
Councilwoman Cannaday noted that these legal services are needed because
the City is the defendant in a lawsuit filed by AEG and a former mayor against
the City.
The Council and staff discussed the litigation budget and the amount spent on
legal services for the entertainment center.
Councilman Philipp noted his concern with insufficient funds available to pay for
additional legal services.
Mayor Gears clarified that the City’s financial advisors work with the staff to
allocate funds where needed, which includes legal services.
Max Duplant, Chief Financial Officer, described the funding process, noting an
anticipated refinancing will change the bonding structure terms to allow for
additional cash flow.
The Council requested that a full presentation be brought back to them
regarding financing structure options.
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City Council Work Session

March 23, 2011

21 Resolution -- Approving Final Plat - Enclave at TPC Las Colinas Phase 3
Revised - Approximately 0.4622 Acres Located at 4736 and 4740 Byron Circle -
Parikh Family Revocable Trust, Applicant/Owner
Ken Bloom, Chief Planner, presented the platting request. These are two
residential lots becoming one and a “technical denial” is being recommended,
which was explained to everyone.
22 Resolution -- Approving Special Sign Permit S1102-0027 To Allow a Digital Off-
Premise Advertising Sign - Property Located at 1608 N. Loop 12 - CBS Outdoor,

Applicant - Spoon Industries, Owner
Ken Bloom, Chief Planner, presented the applicant’s request. Staff recommends
approval of this request.
23 Resolution -- Approving Special Sign Permit S1102-0028 to Allow a Digital Off-
Premise Sign - Property Located at 3210 East John W. Carpenter Freeway -
CBS Outdoor, Inc., Applicant - Roger Stebbins, Owner
Ken Bloom, Chief Planner, presented the applicant’s request. Staff recommends
approval of this request.
24 Ordinance -- Amending the Comprehensive Plan to Change the Recommended
Land Use from Retail to Light Commercial and Granting S-P-2 (Generalized Site
Plan) for Retail and Mini-Warehouse with Caretaker's Quarters Uses in Zoning
Case #ZC10-0050 - Approximately 7.2 Acres Located on the Southwest Corner
of State Highway 161 and Walnut Hill Lane - Assured Group, Applicant - Don
Valk, Owner (Postponed from February 17, 2011)
Ken Bloom, Chief Planner, presented the applicant’s request and described the
proposed Phase I and Phase II of the project, but stated that there is no
guarantee that Phase II will be developed. He noted that the Planning & Zoning
Commission recommended approval of this zoning change but staff
recommends denial of the request. Staff feels that office and retail is more
appropriate for the area as stipulated in the Comprehensive Plan. Mr. Bloom
confirmed that due to 24.8% of opposition within the 200 feet of the property ¾
approval of the Council is required to approve the case.
25 Ordinance -- Zoning Case #ZC11-0001 - Amending Comprehensive Zoning
Ordinance No. 1144 of the City of Irving, Texas, By Amending Section 52-35e.
Nondepository Financial Institutions and Repealing Chapter 38 Entitled
"Business Registration" of The Code of Civil and Criminal Ordinances of the City
of Irving, Texas - City of Irving, Applicant (Postponed from March 3, 2011)
Ken Bloom, Chief Planner, presented the proposed Code amendments for
nondepository financial institutions.
26 Mayor’s Report
The mayor did not have a report at today’s meeting.
Council recessed at approximately 1:11 p.m.
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March 23, 2011
Council reconvened at approximately 2:00 p.m.
2 DART Orange Line Update

Gary Thomas, President/CEO of DART, presented an update on the Orange Line
progress. The Dart Orange Line expansion is 9.3 miles and Phase 1 and Phase 2 are
underway. These phases will lead to Irving Convention Center Station and Story Lane
Crossing.
3 Green Advisory Committee Update

Fran Witte, Recycling Supervisor, gave an overview of the Green Advisory
Committee’s activities. Council directed staff to move forward with creating an
ordinance to make this a formal committee.
4 Green Fleet Initiatives

Julie Boring, Inventory Operations Manager, described the programs and initiatives the
Fleet Department is doing to be environmentally conscience.
5 West Irving Library Environmental Initiatives

Casey Tate, Capital Improvement Program Director, presented an update on the West
Irving Library.
6 Lean Six Sigma Results

George Gillespie, Parks Supervisor, gave an overview of a recent Lean Six Sigma
project targeted at the city’s auction process.
Members from the Streets Department reviewed how their department has used Lean
Six Sigma to perform street cut repairs more efficiently.
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March 23, 2011
EXECUTIVE SESSION
Council convened into executive session pursuant to Section 551.071 of the Texas Local
Government Code at approximately 2:32 p.m.
7 Legal Advice - Donald Wayne Good v. the City of Irving, Texas, Irving Police
Department, Chief of Police for the City of Irving, Individually and in His Official
Capacity, and Fred Curtis, Individually and in His Official Capacity
Texas Open Meetings Act § 551.071

Council reconvened from executive session at approximately 3:15 p.m.
Council adjourned at approximately 3:15 p.m.
___________________________
Herbert A. Gears, Mayor
ATTEST:
______________________
Shanae Jennings, TRMC
City Secretary
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REGULAR MEETING OF THE IRVING CITY COUNCIL

MEETING MINUTES
March 24, 2011
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The City Council met in regular session in the Council Chambers of the City Hall
Complex on Thursday, March 24, 2011 at approximately 7:10 p.m. The following
members were present / absent:
Attendee Name Organization Title Status Arrived

Herbert Gears Irving City Council Mayor Present
Allan Meagher Irving City Council Councilman Present
Lewis Patrick Irving City Council Councilman Present
Minutes Acceptance: Minutes of Mar 24, 2011 7:00 PM (CONSENT AGENDA)

Rick Stopfer Irving City Council Councilman Present
Gerald Farris Irving City Council Councilman Present
Joe Philipp Irving City Council Councilman Present
Rose Cannaday Irving City Council Councilwoman Present
Roy Santoscoy Irving City Council Councilman Present
Mike Gallaway Irving City Council Councilman Present
ORGANIZATIONAL SERVICE ANNOUNCEMENTS
INVOCATION
The invocation was delivered by Pastor Norris Q. McGill of Antioch Christian Church, of
the City Of Irving, Texas.
PLEDGE OF ALLEGIANCE
Councilman Patrick led those present in the pledge.
PROCLAMATIONS AND ANNOUNCEMENTS
Mayor Gears presented Celebrating Irving - The City and the Man proclamation to
Eleanor Bell, Irving Heritage Society President, Lea Bailey, Ph. d, Director of Learning
Resources, Irving Independent School District and Jan Bodnar, Community Relations
Supervisor, Irving Public Library.
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City Council Meeting

March 24, 2011
CITY COUNCIL AGENDA
Tommy Gonzalez, City Manager, presented a video on the City Operations Update.
CONSENT AGENDA

Motioned by Councilwoman Cannaday, seconded by Councilman Stopfer to approve consent
agenda items 2-20 and pull item 7 for discussion.
Motion approved 9-0.
2 Approving Minutes for Wednesday, March 02, 2011
RESULT: ACCEPTED [UNANIMOUS]

MOVER: Rose Cannaday, Councilwoman
SECONDER: Rick Stopfer, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway
3 Approving Minutes for Thursday, March 03, 2011
RESULT: ACCEPTED [UNANIMOUS]

Santoscoy, Gallaway
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March 24, 2011
4 Resolution No. RES-2011-70 -- Authorizing the Destruction of Obsolete
Records in Accordance with the City of Irving’s Records Management
Policy
RESULT: ADOPTED [UNANIMOUS]


Santoscoy, Gallaway
5 Resolution No. RES-2011-71 -- Approving a Records Control Schedule for

Water Utilities Documents

Santoscoy, Gallaway
6 Resolution No. RES-2011-72 -- Authorizing the Mayor to Apply for Funding

through the Office of the Attorney General for the Victim Coordinator and
Liaison Grant (VCLG) for a Two-Year Period

Santoscoy, Gallaway
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March 24, 2011
7 Resolution No. RES-2011-73 -- Approving an Engagement Letter with
Gibson, Dunn & Crutcher LLP for Legal Services Related to the
Entertainment Center Expedited Declaratory Judgment Litigation
The following individual(s) signed up to speak in opposition of this item:

Kensley Stewart, 3916 Tacoma, Irving, TX
Motioned by Councilman Patrick, seconded by Councilman Stopfer to Approve

an Engagement Letter with Gibson, Dunn & Crutcher LLP for Legal Services
Related to the Entertainment Center Expedited Declaratory Judgment Litigation

Council voting in opposition to this motion include: Councilman Farris and
Councilman Philipp.
RESULT: ADOPTED [7 TO 2]
MOVER: Lewis Patrick, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Cannaday, Santoscoy, Gallaway
NAYS: Gerald Farris, Joe Philipp
8 Resolution No. RES-2011-74 -- Approving Settlement in Donald W. Good v.

The City of Irving, Texas, Chief of Police for the City of Irving, and Fred
Curtis

Santoscoy, Gallaway
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March 24, 2011
9 Resolution No. RES-2011-75 -- Awarding a Contract to Jeske Construction
Company for the O’Connor Road Infrastructure Improvements - Phase I:
Brockbank Cul-De-Sac Project

Santoscoy, Gallaway

10 Resolution No. RES-2011-76 -- Awarding a Contract to Texas State Utilities,
Inc., for the MacArthur Boulevard Infrastructure Improvements - Utility
Undergrounding for the Sixth Street and MacArthur and the Pioneer Drive
and MacArthur Intersections Project.

Santoscoy, Gallaway
11 Resolution No. RES-2011-77 -- Authorizing the Mayor to Execute an

Agreement Between the City of Irving and the Texas Department of
Transportation for Sharing Intelligent Transportation Systems (ITS) Data

Santoscoy, Gallaway
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March 24, 2011
12 Resolution No. RES-2011-78 -- Authorizing the Mayor to Approve Statement
of Cost in Accordance with the Advanced Funding Agreement with Texas
Department of Transportation for the IH635 Westbound Frontage Road
from 0.95 Miles West of Belt Line Road to 0.075 Miles West of Olympus
Boulevard


Santoscoy, Gallaway
13 Resolution No. RES-2011-79 -- Approving an Amendment to an Agreement

with Fleet Star of Texas, L.C. for Upgrade and Operation of Compressed
Natural Gas Fueling Station at Municipal Service Center at 132 North Briery
Road, Irving, Texas

Santoscoy, Gallaway
14 Resolution No. RES-2011-80 -- Renewing Annual Contract with Greenstar

North America for Curbside Recycling Program

Santoscoy, Gallaway
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March 24, 2011
15 Resolution No. RES-2011-81 -- Renewing Annual Contract with Martin Eagle
Oil Company, Inc., through a Mutual Cooperative Purchasing Agreement
with Tarrant County for Fuels: Unleaded, Diesel, and Biodiesel

Santoscoy, Gallaway

16 Resolution No. RES-2011-82 -- Renewing the Annual Contract with Irvtex
Automotive Sales dba Westway Ford for Repair Services and Body Work
for Ford Vehicles

Santoscoy, Gallaway
17 Resolution No. RES-2011-83 -- Renewing the Annual Contract with Master

Cleaning Supply, Inc., for Janitorial Supplies

Santoscoy, Gallaway
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March 24, 2011
18 Resolution No. RES-2011-84 -- Approving and Accepting the Bid of Austin
Masonry Construction for an Annual Contract to Provide Masonry and
Stone Work

Santoscoy, Gallaway

19 Resolution No. RES-2011-85 -- Renewing an Annual Contract with John J
Duncan, Ph.D., Formerly ViaScan of Las Colinas, for Electron Beam
Tomography (EBT) Scanning

Santoscoy, Gallaway
20 Resolution No. RES-2011-86 -- Renewing an Annual Contract with Lone Star

Auctioneers, Inc., for Auctioneer Services

Santoscoy, Gallaway
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March 24, 2011
21 Resolution No. RES-2011-87 -- Approving Final Plat - Enclave at TPC Las

Colinas Phase 3 Revised - Approximately 0.4622 Acres Located at 4736 and
4740 Byron Circle - Parikh Family Revocable Trust, Applicant/Owner
Mayor Gears opened the public hearing at approximately 7:28 p.m.
No one elected to speak at tonight’s public hearing.

Mayor Gears closed the public hearing at approximately 7:28 p.m.
Motioned by Councilman Santoscoy, seconded by Councilman Stopfer to

approve Final Plat - Enclave at TPC Las Colinas Phase 3 Revised -
Approximately 0.4622 Acres Located at 4736 and 4740 Byron Circle - Parikh
Family Revocable Trust, Applicant/Owner.

MOVER: Roy Santoscoy, Councilman
Santoscoy, Gallaway
22 Resolution No. RES-2011-88 -- Approving Special Sign Permit S1102-0027 To

Allow a Digital Off-Premise Advertising Sign - Property Located at 1608 N.
Loop 12 - CBS Outdoor, Applicant - Spoon Industries, Owner
The following individual(s) signed up to speak in opposition of this item:

Julie Grant, 2026 Durham St, Irving, TX
Motioned by Councilman Santoscoy, seconded by Councilwoman Cannaday to

approve Special Sign Permit S1102-0027 To Allow a Digital Off-Premise
Advertising Sign - Property Located at 1608 N. Loop 12 - CBS Outdoor,
Applicant - Spoon Industries, Owner.
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March 24, 2011

SECONDER: Rose Cannaday, Councilwoman
Santoscoy, Gallaway
23 Resolution No. RES-2011-89 -- Approving Special Sign Permit S1102-0028 to

Allow a Digital Off-Premise Sign - Property Located at 3210 East John W.
Carpenter Freeway - CBS Outdoor, Inc., Applicant - Roger Stebbins, Owner
Motioned by Councilman Santoscoy, seconded by Councilwoman Cannaday to

approve Special Sign Permit S1102-0028 to Allow a Digital Off-Premise Sign -
Property Located at 3210 East John W. Carpenter Freeway - CBS Outdoor, Inc.,
Applicant - Roger Stebbins, Owner.

Santoscoy, Gallaway
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March 24, 2011
24 Ordinance No. ORD-2011-9242 -- Amending the Comprehensive Plan to
Change the Recommended Land Use from Retail to Light Commercial and
Granting S-P-2 (Generalized Site Plan) for Retail and Mini-Warehouse with
Caretaker's Quarters Uses in Zoning Case #ZC10-0050 - Approximately 7.2
Acres Located on the Southwest Corner of State Highway 161 and Walnut
Hill Lane - Assured Group, Applicant - Don Valk, Owner (Postponed from
February 17, 2011)
The applicant requested that this item be postponed to the April 21, 2011 Council
meeting.

Motioned by Councilman Farris, seconded by Councilwoman Cannaday to
postpone this item to the April 21, 2011 council meeting.
Motion to postpone approved 9-0.
RESULT: POSTPONED [UNANIMOUS]

Next: 4/21/2011 7:00 PM
MOVER: Gerald Farris, Councilman
Santoscoy, Gallaway
25 Ordinance No. ORD-2011-9247 -- Zoning Case #ZC11-0001 - Amending

Comprehensive Zoning Ordinance No. 1144 of the City of Irving, Texas, By
Amending Section 52-35e. Nondepository Financial Institutions and
Repealing Chapter 38 Entitled "Business Registration" of The Code of Civil
and Criminal Ordinances of the City of Irving, Texas - City of Irving,
Applicant (Postponed from March 3, 2011)
Motioned by Councilwoman Cannaday, seconded by Councilman Stopfer to

approve Zoning Case #ZC11-0001 - Amending Comprehensive Zoning
Ordinance No. 1144 of the City of Irving, Texas, By Amending Section 52-35e.
Nondepository Financial Institutions and Repealing Chapter 38 Entitled
"Business Registration" of The Code of Civil and Criminal Ordinances of the City
of Irving, Texas - City of Irving, Applicant
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March 24, 2011
Councilman Farris voted in opposition to this motion.
RESULT: ADOPTED [8 TO 1]
AYES: Gears, Meagher, Patrick, Stopfer, Philipp, Cannaday, Santoscoy,
Gallaway
NAYS: Gerald Farris

26 Mayor’s Report
Mayor Gears had no report at tonight’s meeting.
27 Adjournment
The meeting was adjourned at 7:40 PM
Citizens’ Forum
Senko S. Prioleau, 3801 Portland, Irving, TX – Mr. Prioleau requested that the Council
officially recognize the Lady Cardinals MacArthur High School team for winning the
State Championship.
Manuel Benavidez, 2108 Meadow Glen, Irving, TX - Mr. Benavidez discussed the need
for safer sidewalks in Irving.
___________________________
Herbert A. Gears, Mayor
ATTEST:
______________________
Shanae Jennings, TRMC
City Secretary
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AGENDA ITEM SUMMARY
Meeting: 4/7/2011 DOC ID: 3866

Recommending Department: Fire LSR No: 12142
Resolution -- Approving the Reappointment of Dr. Willis Starnes to Serve

as the Local Health Authority and Approving an Agreement Between the
City of Irving and Willis Starnes, M.D., Ph.D., for Health Authority Services
for a Two (2) Year Period Beginning November 1, 2010, at a Fee of $500.00
Per Month Including Expenses
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. Impact: Dr. Starnes has proven to be a great value to the City with his knowledge
and guidance on public health issues.
3. This resolution reappoints Dr. Starnes as the Local Health Authority and authorizes
the two-year renewal contract with him at a monthly fee of $500.00.
4. Funding in the net estimated amount of $5,500.00 for the period of November 1,
2010, through September 30, 2011; in the net estimated amount of $6,000.00 for
the period of October 1, 2011, through September 30, 2012; in the net estimated
amount of $500.00 for the period of October 1, 2012, through October 31, 2012, is
available in the General Fund, subject to funds being appropriated in Fiscal Years
2009-10 and 2010-11.
Recommendation
ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: 11-1-10 Council Action: Approved
.
ATTACHMENTS:
2678-REV (PDF)
CURRENT YEAR FINANCIAL IMPACT:

1001-0512-56401-300 Budget: $6,000.00 Actual: $6,000.00
REVISION INFORMATION:
Prepared: 3/22/2011 10:38 AM by Candie Britland
Last Updated: 4/1/2011 09:09 AM by Belinda Rowlett
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CITY OF IRVING
COUNCIL RESOLUTION NO. (ID # 3866)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION I. THAT the City Council hereby reappoints Willis L. Starnes, M.D., Ph.D., to serve as
the Local Health Authority for a two-year term beginning November 1, 2010.
SECTION II. THAT the City Council hereby approves the attached agreement between the City of
Irving and Willis L. Starnes, M.D., Ph.D., for health authority services for a two (2)
year period beginning November 1, 2010, at a fee of $500.00 per month, including
expenses, subject to funds being appropriated in the 2010-11 and 2011-12 fiscal year
budgets, and the Mayor is authorized to execute said agreement.
SECTION III. THAT this expenditure shall be charged to Account No. 1001-0512-56401-300.
SECTION IV. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.
THIS IS TO CERTIFY THAT FUNDS ARE AVAILABLE FOR THIS EXPENDITURE.
__________________________________
Max S. Duplant, CPA
Chief Financial Officer
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on April 7, 2011.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
Acting City Secretary
APPROVED AS TO FORM:
_______________________________
Charles R. Anderson
City Attorney
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AGREEMENT FOR HEALTH AUTHORITY SERVICES
THIS AGREEMENT is entered into as of the 1st day of

November, A.D, 2010, by and between the City of Irving, Texas, a
municipal corporation located in Dallas County, Texas, and
incorporated as a home rule city under the Constitution of the
State of Texas, hereinafter referred to as “CITY” and Willis L.
Starnes, M.D., Ph.D., hereinafter referred to as “HEALTH
Attachment: 2678-REV (3866 : 5 Appt & Agmt Local Health Authority)

AUTHORITY.”
WITNESSETH:
In consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
Section 1. Services
Section 1.1 The HEALTH AUTHORITY shall be a physician
licensed to practice medicine by the Texas State Board of Medical
Examiners and shall perform the following services:
Section 1.1.1 That which is necessary to:
(1) enforce the laws and ordinances to protect
the public health;
(2) aid the State Board of Health to enforce
orders, rules, and regulations prescribed by the State
Board of Health;
(3) establish, maintain, and enforce
quarantines in the health authority’s jurisdiction;
(4) aid the State Board of Health in relation to
local quarantine, inspection, disease prevention and
suppression, birth and death statistics, and general
sanitation in the health authority’s jurisdiction;
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(5) report the prese nce of contagious,

infectious, and dangerous epidemic diseases in the City
of Irving to the State Board of Health, City Council, City
Manager, designee of the City Manager, and City Health
Board in the manner and at the times prescribed by
said board;
(6) report to the State Board of Health on any

subject on which it is proper for said board to direct
that a report be made;
(7) aid the State Board of Health in the
enforcement of sanitation laws, quarantine rules, and
collections of vital statistics;
(8) report to the City of Irving Health Board on
any subject that will assist said board in its advisory
role; and
(9) delegate a power of duty imposed on the
HEALTH AUTHORITY by this ordinance or State law to
a properly qualified physician to act while the HEALT H
AUTHORITY is absent or incapacitated.
Section 1.1.2 Other services that the City Manager or City

Council may direct upon agreement with the HEALTH AUTHORITY.
Section 2. Compensation and Reimbursement
Section 2.1 CITY shall pay HEALTH AUTHORITY a fee of

$500.00 per month, including expenses, for the services as
specified and rendered.
Section 2.2 HEALTH AUTHORITY may submit invoices

monthly to the Irving Fire Department.
AGREEMENT FOR HEALTH AUTHORITY SERVICES – PAGE 2

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Section 2.2.1 Payment shall be made to the HEALTH

AUTHORITY within forty -five (45) days of the submission of an
invoice for work performed or subject to reimbursement. No
interest or other penalty shall accrue on late payments.
Section 2.3 In the event CITY should request additional

services not set forth in Section 1.1.1 above, HEA LTH AUTHORITY
and CITY shall agree on the compensation for those services prior

to performance by HEALTH AUTHORITY. Performance of these
additional services may be within or without the term of the contract
set forth in Section 5 of the Agreement.
Section 3 Confidential Relationship
Section 3.1 City may from time to time communicate to the

HEALTH AUTHORITY certain information to enable HEALTH
AUTHORITY to effectively perform the Services. HEALTH
AUTHORITY shall treat all such information as confidential, whether
or not so identified, and shall not disclose any part thereof without
the prior written consent of CITY. HEALTH AUTHORITY shall limit
the use and circulation of such information, even within its own
organization, to the extent necessary to perform the Services. The
foregoing obligations of this Section 3, however, shall not apply to
any part of the information that (i) has been disclosed in publicly
available sources of information, (ii) is, through no fault of HEALTH
AUTHORITY, hereafter disclosed in publicly available sources of
information, (iii) is now in the possession of HEALTH AUTHORITY
without any obligation of confidentiality, or (iv) has been or is
hereafter rightfully disclose d to HEALTH AUTHORITY by a third
party, but only to the extent that the use of disclosure thereof has
been or is rightfully authorized by that third party.

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Section 3.2 HEALTH AUTHORITY shall not disclose any

reports, recommendations, conclusions, or other results of the
Services, the existence of, or the subject mat ter of this contract
without the prior written consent of CITY.
Section 3.3 In its performance hereunder, HEALTH

AUTHORITY shall comply with all legal obligations it may now or
hereafter have respecting the information or other property of any

other person, firm or corporation.
Section 4. Proprietary Rights
Section 4.1 As instruments of service, all documents,

including original notes , shall be available for use by HEALTH
AUTHORITY named herein.
Section 5. Term
Section 5.1 Agreement shall be effect ive for a two (2) year
period beginning on November 1, 20 10. This Agreement shall be
subject to termination upon a ten (10) day written notice at any time,
for good cause by either party. In the event of termination, full
payment shall be made for services performed to termination date
including reimbursable expenses then due, and all terminal
expenses. If this Agreement is terminated prior to the completion of
the services herein, use of any interim reports or other
documentation is limited to the client’s internal purposes and no
distribution thereof to others shall be made without HEALTH
AUTHORITY’S specific written authorization. In the event of
termination, or upon expiration of this Agreement, HEALTH
AUTHORITY shall return to CITY any and all equipment , documents
or materials, and all copies made thereof, which

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HEALTH AUTHORITY received from, and/or developed for CITY for

the purposes of this Agreement. If this Agreement is terminated
before the above date, CITY’S sole obligation shall be to pay
HEALTH AUTHORITY the amount due for the Services completed as
of the effective date of termination.
Section 6. City Officer
Section 6.1 HEALTH AUTHORITY shall be considered a City

Officer and shall have coverage under the City of Irving’s Officer
and Employee Liability Plan as found in Sec. 27A -141, et seq. for
duties performed as HEALTH AUTHORITY.
Section 7. Notices
All notices and billings shall be in writ ing and sent to the following
addresses:
To City:
Irving Fire Department

City of Irving
845 W. Irving Boulevard
Irving, Texas 75060
To HEALTH AUTHORITY:
Willis L. Starnes, M.D., Ph.D.

3204 North MacArthur Boulevard, Suite A
Irving, Texas 75062

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Section 8. General
Section 8.1 The terms and conditions of Sections 3, 4, and 6

hereof shall survive the termination of this Agreement or completion
of the Services as the case may be.
Section 8.2 HEALTH AUTHORITY shall not export, directly or

indirectly, any technical data acquired from under this Agreement
or any products utilizing any such date to any county for which the

U.S. Government or any agency thereof at the time of export
requires or other Government approval without first obtaining such
license or approval.
Section 8.3 This Agreement shall be governed by the laws of

the State of Texas. Venue of any action arising from this Agreement
shall be in Dallas County, Texas.
Section 8.4 The above shall constitute the entire

understanding between HEALTH AUTHORITY and CITY respecting
the Services described herein. The Terms and Conditions of the
purchase order shall have no effect upon this Agreement and shall
be used for accounting purposes only.

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IN WITHNESS WHEREOF, the parties hereto have duly

executed this Agreement as of the date first above written.
CITY OFIRVING, TEXAS HEALTH AUTHORITY
By: By:
Herbert A. Gears, Mayor Willis L. Starnes, M.D., Ph.D.

ATTEST: ATTEST:
Shanae Jennings
Charles R. Anderson
City Attorney

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AGENDA ITEM SUMMARY

Recommending Department: City Attorney’s Office LSR No:
Resolution -- Ratification of Lawsuit Filed Against Aetna Fire Underwriters

Insurance Company n/k/a Ace Fire Underwriters Insurance Company,
Pacific Employers Insurance Company n/k/a Ace Fire Underwriters
Insurance Company, and State National Insurance Company, Inc.
2. Impact: Litigation is necessary to seek recovery of city funds in connection with the
lawsuit styled Donald W. Good v. The City of Irving, Texas, Chief of Police for the
City of Irving, and Fred Curtis, Civil Action No. 3:06-CV-2133-K.
Recommendation
Contract Required: N/A Review Completed By:
Previous Action: Council Action:
.

Cost of litigation can be included in a succesful recovery.
Prepared: 3/24/2011 02:21 PM by Rebecca Maddux
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CITY OF IRVING
WHEREAS, on March 11, 2011, the City of Irving, Texas, settled the lawsuit known as
Donald W. Good v. The City of Irving, Texas, Chief of Police for the City of Irving, and Fred Curtis,
Civil Action No. 3:06-CV-2133-K; and
WHEREAS, the City has submitted a claim for coverage to the below-referenced insurance
carriers; and
WHEREAS, the City seeks contribution from the below-referenced insurance carriers towards
settlement of the above-referenced lawsuit;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION I. THAT the City Council hereby ratifies the initiation of litigation against Aetna Fire
Underwriters Insurance Company n/k/a Ace Fire Underwriters Insurance Company,
Pacific Employers Insurance Company n/k/a Ace Fire Underwriters Insurance
Company, and State National Insurance Company, Inc., and any related individuals or
business entities for the collection of all monies due in connection with the lawsuit
styled Donald W. Good v. The City of Irving, Texas, Chief of Police for the City of
Irving, and Fred Curtis, Civil Action No. 3:06-CV-2133-K.
SECTION II. THAT the City Attorney is authorized to take all action reasonable and necessary to
comply with the intent of this resolution.
SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
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on April 7, 2011.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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AGENDA ITEM SUMMARY

Recommending Department: Capital Improvement Program LSR No: 12128
Resolution -- Approving Five Discretionary Service Agreements Between

the City of Irving and Oncor Electric Delivery Company, LLC, for the
Riverside Drive Project
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: This project will relocate aerial power lines underground along Riverside
Drive and the Hwy. 161 frontage road. This complies with ongoing efforts to
underground utilities and will provide for a more reliable power source in inclement
weather.
3. This project will affect electric facilities at the following locations:
a. Riverside Drive and San Solomon;
b. Riverside Drive west on Hwy. 161 frontage road ending at Las Colinas
Boulevard; and
c. Hwy. 635 frontage road south on Riverside Drive to La Villita Boulevard.
4. Oncor Electric Delivery LLC submitted five Discretionary Service Agreements
(DSA’s) for this undergrounding effort.
5. The cost for this project will be shared between the City of Irving, The Las Colinas
Association and the Developer, Hines. Funding in the amount of $822,792.77 is
available in the Non-Bond CIP Fund and the Street Improvement Bond Fund.
Recommendation
Contract Required: Yes Review Completed By: Karen Brophy
Previous Action: N/A Council Action: N/A
.
ATTACHMENTS:
Riverside Drive Project Map (PDF)
Oncor DSA Riverside & San Solomon (PDF)
Oncor DSA Removal Riverside along Hwy 161 (PDF)
Oncor DSA Install Riverside along Hwy 161 (PDF)
Oncor DSA Removal Riverside to La Villita (PDF)
Oncor DSA Install Riverside to La Villita (PDF)
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4001-1902-77010-909050 Budget: $687,935.87 Actual: $687,935.87
4005-1902-77010-909050 Budget: $134,856.90 Actual: $134,856.90
Budget Adjustment/Transfer Required: No
Prepared: 3/17/2011 11:25 AM by Lana King
Last Updated: 3/28/2011 04:07 PM by Lana King
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CITY OF IRVING
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached five (5) discretionary service
agreements between the City of Irving and Oncor Electric Delivery Company, LLC,
for undergrounding of electric facilities in different locations on Riverside Drive in an
amount not to exceed $822,792.77, and the Mayor is authorized to execute said
agreements.
SECTION II. THAT this expenditure shall be charged to Account No. 4001-1902-77010-909050 in
the amount of $687,935.87 and Account No. 4005-1902-77010-909050 in the amount
of $134,856.90.
SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
THIS IS TO CERTIFY THAT FUNDS ARE AVAILABLE FOR THIS EXPENDITURE.
__________________________________
Max S. Duplant, CPA
Chief Financial Officer
on April 7, 2011.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
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L
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1" = 600'
March, 2011
A
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photo: Jan 2009
RI
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ID
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LA A
REMOVE OVERHEAD VILLIT
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REMOVE OVERHEAD / INSTALL DUCT BANK

CITY OF IRVING
DSA With ONCOR
6.a
D:\GIS\2011\Oncor_DSA\Oncor_DSA.mxdAttachment: Riverside Drive Project Map (3865 : 19 DSA Agmt Oncor for Riverside Drive)
6.b
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Attachment: Oncor DSA Riverside & San Solomon (3865 : 19 DSA Agmt Oncor for Riverside Drive)
6.b
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6.b
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6.c
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Attachment: Oncor DSA Removal Riverside along Hwy 161 (3865 : 19 DSA Agmt Oncor for Riverside
6.c
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6.c
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6.c
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6.d
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Attachment: Oncor DSA Install Riverside along Hwy 161 (3865 : 19 DSA Agmt Oncor for Riverside Drive)
6.d
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6.d
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6.d
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6.e
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Attachment: Oncor DSA Removal Riverside to La Villita (3865 : 19 DSA Agmt Oncor for Riverside Drive)
6.e
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6.e
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6.e
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6.f
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Attachment: Oncor DSA Install Riverside to La Villita (3865 : 19 DSA Agmt Oncor for Riverside Drive)
6.f
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6.f
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6.f
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AGENDA ITEM SUMMARY

Recommending Department: Financial Services LSR No:
Ordinance -- Providing for the Issuance and Sale of City of Irving, Texas,
Hotel Occupancy Tax Revenue Refunding Bonds, Taxable Series 2011, in
the Aggregate Principal Amount of $23,880,000; Approving and Authorizing
the Execution and Delivery of a Bond Purchase Agreement, and a Paying
Agent/Registrar Agreement; and Prescribing Other Matters with Respect
Thereto
2. Impact: Refinancing the Entertainment Venue debt will provide funds vital to
moving forward to construction financing. In addition, the refinancing will provide
funding to continue the bond validation lawsuit and current appeal.
3. The loan terms include refinancing the balance of the Entertainment Venue Bond
Series 2009, 2009A and 2010. The cumulative balance to be refinanced is
$23,880,000.
4. The loan will bear an interest rate equal to the 30-day LIBOR rate plus 375 basis
points. Currently, this will compute to approximately 4% interest. This loan will
mature in 2029.
5. Principal payments on this loan will begin in 2013 and will range from $360,000 to
2,005,000 in 2029.
Recommendation
• Contract Required: Yes • Review Completed By: Karen Brophy
• Previous Action: Ordinance 2009-9049, • Council Action: Approved
Ordinance 2009-9106, Ordinance.
2010-9160
•
• .
• Previous action:
•
• Ordinance 2009-9049 Hotel Occupancy Tax Revenue bonds, taxable series 2009, in the
approximate aggregate amount of $8,000,000
•
• Ordinance 2009-9106 Hotel Occupancy Tax Revenue bonds, taxable series 2009A, in the
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•
• Ordinance 2010-9160 Hotel Occupancy Tax Revenue bonds, taxable series 2010, in the
•
ATTACHMENTS:
• Ordinance - Hotel Occupancy Tax Revenue Bonds - Taxable Series 2011 (DOC)

NONE
Prepared: 3/9/2011 09:41 AM by Brad Duff
Last Updated: 4/1/2011 11:16 AM by Brad Duff
-2-
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ORDINANCE NO. (ID # 3851)
THE CITY OF IRVING, TEXAS

HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS
TAXABLE SERIES 2011
Adopted: April 7, 2011
-1-
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Attachment: Ordinance - Hotel Occupancy Tax Revenue Bonds - Taxable Series 2011 (3851 : Entertainment Venue Refinancing)
BOND ORDINANCE NO. _______________
THE CITY OF IRVING, TEXAS

HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS
TAXABLE SERIES 2011
Adopted: April 7, 2011
792165v.5 IRV450/71021
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1. Definitions. ..............................................................................................................3

Section 1.2. Findings. ..................................................................................................................9
Section 1.3. Table of Contents, Titles and Headings.................................................................10
Section 1.4. Interpretation. ........................................................................................................10
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.1. Levy of Venue Hotel Tax and Chapter 351 Hotel Tax..........................................10
Section 2.2. Pledge and Security; Assignment to Trustee.........................................................11
Section 2.3. Security Agreement. ..............................................................................................12
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.1. Authorization.........................................................................................................12

Section 3.2. Date, Denomination, Maturities and Interest.........................................................12
Section 3.3. Medium, Method and Place of Payment. ..............................................................13
Section 3.4. Execution and Registration of Bonds. ...................................................................14
Section 3.5. Ownership..............................................................................................................15
Section 3.6. Registration, Transfer and Exchange.....................................................................15
Section 3.7. Cancellation. ..........................................................................................................16
Section 3.8. Temporary Bonds. .................................................................................................16
Section 3.9. Replacement Bonds. ..............................................................................................17
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.....................................................................................18

Section 4.2. Optional Redemption.............................................................................................18
Section 4.3. Mandatory Sinking Fund Redemption. .................................................................18
Section 4.4. Notice of Redemption to Owners. .........................................................................19
Section 4.5. Payment Upon Redemption...................................................................................20
Section 4.6. Effect of Redemption.............................................................................................20
Section 4.7. Conditional Notice of Redemption........................................................................20
Section 4.8. Lapse of Payment. .................................................................................................21
(i)
792165v.5 IRV450/71021
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar. ...................................................21

Section 5.2. Qualifications. .......................................................................................................21
Section 5.3. Maintaining Paying Agent/Registrar. ....................................................................21
Section 5.4. Termination. ..........................................................................................................21
Section 5.5. Notice of Change to Owners. ................................................................................21
Section 5.6. Agreement to Perform Duties and Functions. .......................................................22
Section 5.7. Delivery of Records to Successor..........................................................................22
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally......................................................................................................22

Section 6.2. Form of the Bonds. ................................................................................................22
Section 6.3. CUSIP Registration. ..............................................................................................30
Section 6.4. Legal Opinion. .......................................................................................................30
Section 6.5. Statement of Insurance. .........................................................................................30
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof..............................30

Section 7.2. Trustee May Rely upon Certain Documents and Opinions...................................31
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity...............................32
Section 7.4. Limits on Duties and Liabilities of Trustee. ..........................................................33
Section 7.5. Money Held in Trust. ............................................................................................33
Section 7.6. Costs for Maintenance of Suit; Indemnification. ..................................................33
Section 7.7. Intervention in Judicial Proceedings......................................................................34
Section 7.8. Reports of Activities..............................................................................................34
Section 7.9. Compensation of Trustee.......................................................................................35
Section 7.10. Trustee May Hold Bonds.......................................................................................35
Section 7.11. Resignation of Trustee...........................................................................................35
Section 7.12. Removal of Trustee. ..............................................................................................36
Section 7.13. Appointment of Successor Trustee........................................................................36
Section 7.14. Merger of Trustee. .................................................................................................37
Section 7.15. Transfer of Rights and Property to Successor Trustee. .........................................37
Section 7.16. Survival of Rights..................................................................................................37
Section 7.17. Appointment of a Co-Trustee. ...............................................................................37
(ii)
792165v.5 IRV450/71021
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ARTICLE VIII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 8.1. Sale of Bonds.........................................................................................................39

Section 8.2. Creation of Funds. .................................................................................................39
Section 8.3. Chapter 351 Hotel Occupancy Tax Fund. .............................................................40
Section 8.4. Venue Hotel Occupancy Tax Fund. ......................................................................41
Section 8.5. Debt Service Fund. ................................................................................................42
Section 8.6. Reserve Fund. ........................................................................................................43
Section 8.7. Maintenance and Operations Fund. .......................................................................43
Section 8.8. Administrative Expenses Fund..............................................................................44
Section 8.9. Security of Funds...................................................................................................44
Section 8.10. Deposit of Proceeds. ..............................................................................................44
Section 8.11. Investments............................................................................................................45
Section 8.12. Control and Delivery of Bonds..............................................................................45
ARTICLE IX
INVESTMENTS
Section 9.1. Investments............................................................................................................46

Section 9.2. Investment Income. ...............................................................................................46
ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds..............................................................................................46

Section 10.2. Refunding Bonds. ..................................................................................................46
Section 10.3. Additional Parity Bonds Secured by the Pledged Special Taxes. .........................46
Section 10.4. Additional Bonds Secured by the Venue Hotel Tax..............................................47
Section 10.5. Other Additional Bonds Secured by the Chapter 351 Hotel Taxes.......................47
Section 10.6. Parity Certificates. .................................................................................................47
Section 10.7. Other Additional Bonds Secured by the Venue Hotel Taxes. ...............................47
ARTICLE XI
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 11.1. Payment of the Bonds............................................................................................47

Section 11.2. Other Representations and Covenants...................................................................47
Section 11.3. Reporting Requirements ........................................................................................49
(iii)
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ARTICLE XII
DEFAULT AND REMEDIES
Section 12.1. Events of Default. ..................................................................................................49

Section 12.2. Remedies for Default.............................................................................................50
Section 12.3. Restriction on Owner’s Action. .............................................................................51
Section 12.4. Effect of Waiver. ...................................................................................................52
Section 12.5. Evidence of Ownership of Bonds..........................................................................52
Section 12.6. Remedies Not Exclusive........................................................................................53
ARTICLE XIII
AMENDMENTS OF ORDINANCE
Section 13.1. Limitations on Modifications. ...............................................................................53

Section 13.2. Powers of Amendment. .........................................................................................53
Section 13.3. Consent of Owners. ...............................................................................................53
Section 13.4. Mailing of Notice. .................................................................................................54
Section 13.5. Amendments by Unanimous Consent. ..................................................................54
Section 13.6. Exclusion of Bonds................................................................................................54
ARTICLE XIV
DISCHARGE
Section 14.1. Discharge. ..............................................................................................................55
ARTICLE XV
PAYMENT OF REFUNDED BONDS; REDEMPTION OF REFUNDED BONDS
Section 15.1. Discharge ...............................................................................................................55

Section 15.2. Redemption of Refunded Bonds. ..........................................................................55
Section 15.3. Notice of Deposit and Redemption. ......................................................................55
ARTICLE XVI
MISCELLANEOUS PROVISIONS
Section 16.1. Notices. ..................................................................................................................55

Section 16.2. Indemnification......................................................................................................56
Section 16.3. Waiver of Sovereign Immunity .............................................................................56
Section 16.4. Conflicts. ...............................................................................................................56
Schedule 1 ……………………………………………………………………………………S-1
(iv)
792165v.5 IRV450/71021
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AN ORDINANCE PROVIDING FOR THE ISSUANCE AND

SALE OF CITY OF IRVING, TEXAS, HOTEL OCCUPANCY
TAX REVENUE REFUNDING BONDS, TAXABLE SERIES
2011, IN THE AGGREGATE PRINCIPAL AMOUNT OF
$23,880,000; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT, AND A PAYING AGENT/REGISTRAR
AGREEMENT; AND PRESCRIBING OTHER MATTERS WITH
RESPECT THERETO
WHEREAS, Chapter 1371, Government Code, as amended (“Chapter 1371”), Chapter

334, Local Government Code, as amended (“Chapter 334”) and Chapter 351, Tax Code, as
amended (“Chapter 351” and, together with Chapter 334 and Chapter 1371, “Applicable Law”)
authorize the City of Irving, Texas (the “City”), to issue its bonds or other obligations for the
purpose of financing all or a portion of the costs of a convention center (the “Convention
Center”) and a related multi-functional theater, performance hall, music hall and community and
entertainment venue (the “Entertainment Venue” and, together with the Convention Center, the
“Project”) that is planned to be located within the Las Colinas Urban Center of the City; and
WHEREAS, at an election held within the City, on November 6, 2007, a majority of the
voters voting at said election voted in favor of a proposition authorizing the City to (i) to provide
for the planning, acquisition, establishment, development, construction and financing of the
Project, (ii) to impose a tax, not to exceed three dollars ($3.00) on each parked motor vehicle
parking in a parking facility of the Project, (iii) to impose a tax on each ticket sold as admission
to an event held at the Project, at a rate not to exceed ten percent (10%) of the price of the ticket
sold as admission; and (iv) to impose a tax on the occupancy of a room in a hotel located within
the City, at a rate not to exceed two percent (2%) of the price paid for such room; and
WHEREAS, pursuant to the Special Tax Ordinance adopted by the City on March 13,
2008, the City has levied the 2% hotel occupancy tax (the “Venue Hotel Tax”), pursuant to
Chapter 334, and began imposing the Venue Hotel Tax on April 1, 2008; and
WHEREAS, the City currently levies a 7% hotel occupancy tax (the “Chapter 351 Hotel
Tax”) pursuant to Chapter 351; and
WHEREAS, Chapter 351, Tax Code, as amended, authorizes the City to issue bonds with
a pledge of the Chapter 351 Hotel Tax for the purpose of constructing, improving, enlarging,
equipping, repairing, operating and maintaining convention center facilities; and
WHEREAS, the City has previously issued its Combination Tax and Hotel Occupancy
Tax Revenue Certificates of Obligation, Series 2009 (the “Convention Center Certificates”)
secured in part from the Chapter 351 Hotel Tax to fund the construction of the Convention
Center; and
WHEREAS, the Convention Center and the Entertainment Venue are considered to be
one project by the City with the primary purpose of hosting conventions and meetings; and
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WHEREAS, the Entertainment Venue is a key component of the Convention Center and
shall be used by the Convention Center to book speakers and other special performance events in
conjunction with Convention Center meetings and conventions; and
WHEREAS, the Convention Center and Entertainment Venue will be located in close
physical proximity and will be connected by a pedestrian walkway to allow Convention Center
patrons to access the Entertainment Venue for Convention Center events held at the
Entertainment Venue; and
WHEREAS, the Entertainment Venue will supply special performance space to the
Convention Center that will allow the Convention Center to attract additional events and increase
its capacity to hold events requiring a performance space; and
WHEREAS, the City intends for the Convention Center and Entertainment Venue to
have coordinated booking so as to allow the Convention Center to have access to the
Entertainment Venue space for Convention Center purposes; and
WHEREAS, the City has previously issued its Hotel Occupancy Tax Revenue Bonds,
Taxable Series 2009 (the “Series 2009 Bonds”), its Hotel Occupancy Tax Revenue Bonds,
Taxable Series 2009A (the “Series 2009A Bonds”) and its Hotel Occupancy Tax Revenue Bonds
Taxable Series 2010 (the “Series 2010 Bonds”), secured by the Venue Hotel Tax and the Chapter
351 Tax to fund a portion of the costs of constructing and equipping the Entertainment Venue,
such pledge of the Chapter 351 Hotel Tax being on a parity with the pledge of the Chapter 351
Hotel Tax made for the benefit of the Convention Center Certificates; and
WHEREAS, the City proposes to refund the outstanding Series 2009 Bonds, Series
2009A Bonds and Series 2010 Bonds, as described on Schedule I hereto (such refunded
obligations to be hereinafter referred to collectively as the “Refunded Bonds”) secured by and
payable solely from the receipts of the Venue Hotel Tax and the Chapter 351 Hotel Tax (on a
parity with the pledge of the Chapter 351 Hotel Tax securing the Convention Center
Certificates), which are pledged to the payment of such obligations, all as described and defined
in this Ordinance, and
WHEREAS, Chapter 1371, Texas Government Code, as amended (“Chapter 1371”)

authorizes the City to deposit funds with the Paying Agent/Registar for the Refunded Bonds in
an amount sufficient to provide for the payment of the Refunded Bonds; and
WHEREAS, Wells Fargo Bank, National Association. is the Paying Agent/Registar for
the Series 2009 Bonds, the Series 2009A Bonds and the Series 2010 Bonds; and
WHEREAS, the City Council of the City hereby finds and determines that the issuance
and delivery of the refunding bonds hereinafter authorized is in the public interest and the use of
the proceeds in the manner herein specified constitutes a valid public purpose; and
WHEREAS, the City Council hereby finds and determines that refunding the Refunded
Bonds for the purpose of restructuring the City’s debt service requirements at a net present value
debt service loss is in the best interests of the citizens of the City; and
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WHEREAS, it is hereby found and determined that the meeting at which this Ordinance
is considered is open to the public as required by law, and public notice of the time, place, and
purpose of said meeting was given as required by Chapter 551, Texas Government Code, as
amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY

OF IRVING, TEXAS:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
“Act” means Chapter 334, Texas Local Government Code.
“Additional Parity Bonds” means the bonds or other obligations authorized by

Section 10.3 herein.
“Administrative Expenses” means the fees, expenses and indemnification liabilities

payable to the Persons to whom fees and expenses incurred in connection with the Bonds issued
hereunder are owed, including but not limited to the fees and expenses of the Paying
Agent/Registrar, the Trustee, the rebate analyst, rating agencies, Credit Agreement providers,
and of which the City is given actual notice at least thirty (30) days prior to the due date thereof.
“Administrative Expenses Fund” means the fund by that name created under Section 8.2
and administered under Section 9.1.
“Applicable Law” means Chapter 334, Local Government Code, as amended, Chapter
351, Tax Code, as amended, and Chapter 1371, Government Code, as amended, the duly adopted
home rule charter of the City, and all other laws or statutes, rules or regulations, and any
amendments thereto, of the State or of the United States by which the City and its powers,
securities, operations and procedures are, or may be, governed or from which its powers may be
derived.
“Authorized Denominations” means the minimum of $100,000 and any integral multiple
of $5,000 above $100,000.
“Authorized Officer” means that official or agent of the City authorized by the City
Council or City Manager of the City to undertake the action referenced herein.
“Authorized Representative” means the Chief Financial Officer of the City or his/her
designee.
“Bank” means Bank of America, N.A.
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“Base Rate” means on any particular date a rate of interest per annum equal to the
greatest of (i) the Federal Funds Rate on such date plus three percent (3.0%), (ii) the Prime Rate
on such date plus one and one-half percent (1.50%), and (iii) 7.50%.
“Bond” means any of the Bonds.
“Bond Year” means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year
“Bonds” means the City’s bonds authorized to be issued by Section 3.1 of this Ordinance
and designated as “City of Irving, Texas, Hotel Occupancy Tax Revenue Refunding Bonds,
Taxable Series 2011.”
“Business Day” means any day other than a Saturday, Sunday or legal holiday or other
day on which banking institutions in the State of Texas are generally authorized or obligated by
law or executive order to close.
“Certificate Year” means the one-year period beginning on October 1 in each year and
ending on September 30 in the following year.
“Chapter 351 Hotel Tax” means the 7% hotel occupancy tax levied by the City pursuant
to Chapter 351, Tax Code, as amended.
“Chapter 351 Quarterly Payment” means the receipts from the Chapter 351 Hotel Tax
received by the City .
“City” means the City of Irving, Texas.
“Closing Date” means the date of the initial delivery of and payment for Bonds to the
Purchaser.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
“Credit Agreement” means (i) any agreement of the City entered into with a financial
institution in connection with and for the purpose of (A) enhancing or supporting the
creditworthiness any Parity Bonds, including municipal insurance policies or a Reserve Fund
Surety Bond, with respect to any Additional Parity Bonds or (B) providing liquidity with respect
to any Parity Bonds which by their terms are subject to tender for purchase, and which, by its
terms, creates a liability on the part of the City on a parity with the Parity Bonds to which it
relates, and (ii) a Swap Agreement. A determination by the City contained in an ordinance
authorizing any Parity Bonds that an agreement constitutes a Credit Agreement under this
definition shall be conclusive as against all Owners.
“Credit Agreement Obligations” means amounts payable by the City under and pursuant
to a Credit Agreement other than amounts payable as an Administrative Expense.
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“Debt Service” means (i) with respect to the Parity Bonds, an amount equal to the
principal of, redemption premium, if any, and interest on such Parity Bonds, (ii) with respect to a
Credit Agreement other than a Swap Agreement, amounts payable as Credit Agreement
Obligations, (iii) with respect to a Swap Agreement, regularly scheduled amounts payable by the
City under a Swap Agreement, so long as the counterparty to such Swap Agreement is not in
default, and (iv) a Termination Payment; provided, however, that payment of a Termination
Payment and any refunding bonds issued for the purpose of paying a Termination Payment shall
be subordinate to the payment of Debt Service described in (i), (ii) and (iii).
“Debt Service Fund” means the fund established by Section 8.5 of this Ordinance.
“Default Rate” means the Base Rate plus 4.0%.
“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Minneapolis, Minnesota, or at such other location
designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying
Agent/Registrar, the office of such successor designated and located as may be agreed upon by
the City and such successor.
“Delivery Date” means the date that the Bonds are delivered to the Purchaser.
“Event of Default” means any event of default as defined in Section 10.1 of this
Ordinance.
“Federal Funds Rate” means for any day the per annum rate (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average on the rates on overnight
Federal Funds transactions with members of the Federal Reserve System arranged by Federal
Funds brokers on that day, provided that (i) if the date for which the rate is to be determined is
not a Business Day, the Federal Funds Rate for that day shall be the rate on such transactions on
the next succeeding Business Day and (ii) if that rate is not so published for any day, the Federal
Funds Rate for that day shall be the average rate charged to the Bank on that day on such
transactions as determined by the Bank.
“Initial Bond” means the Initial Bond authorized by Section 3.4 of this Ordinance.
“Initial Date” means the date designated as the Initial Date by Section 3.2 of this
Ordinance.
“Interest Payment Date” means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
August 15 and February 15, commencing on February 15, 2012.
“Interest Rate” means the LIBOR Rate.
“Interest Rate Period” means the period to which the LIBOR Rate applies. Interest based
on the LIBOR Rate will be fixed for a one month period.
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“Letter of Instruction” means a written letter of instructions addressed to the Trustee and
signed by an Authorized Officer.
“LIBOR Rate” means the rate of interest equal to the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as selected by the Bank
from time to time) as determined for each Interest Rate Period at approximately 11:00 a.m.
London time two (2) Business Days prior to the Interest Rate Change Date for each Interest Rate
Period becomes effective, for U.S. Dollar deposits (for delivery on the first day of such interest
period), as adjusted from time to time in the Bank’s sole discretion for reserve requirements,
deposit insurance assessment rates and other regulatory costs, plus 375 basis points. If such rate
is not available at such time for any reason, then the rate for that interest period will be
determined by such alternate method as reasonably selected by the Bank.
For purposes hereof, the following terms shall have the meanings indicated:
(a) “Business Day” shall mean each day other than a Saturday, a Sunday, or any
holiday on which commercial banks are closed for business;
(b) “Interest Rate Change Date” shall mean the first day of each Interest Rate Period;
provided, however, that if any such day is not a Business Day, at Bank’s option, the Interest Rate
Change Date shall be the next succeeding Business Day. The rate defined in this paragraph is
referred to as the LIBOR Rate adjusted every Interest Rate Period.
(c) Interest shall be calculated on the basis of Base Rate if (i) the Purchaser, in good
faith, is unable to ascertain the LIBOR Rate by reason of circumstances then affecting the
applicable money market or otherwise, (ii) it becomes illegal to maintain loans based on the
LIBOR Rate, or (iii) the Purchaser, in good faith, determines that it is impracticable to maintain
loans based on the LIBOR Rate because of increased taxes, regulatory costs, reserve
requirements, expenses or any other costs or charges that affect such interest rate options. Upon
the occurrence of any of the above events, any Interest Rate Period to which the LIBOR Rate
applies shall be immediately (or, at the option of the Purchaser, at the end of the Interest Rate
Period), without further action of the City or the Purchaser, converted to an Interest Rate Period
in which the Base Rate applies.
“Maintenance and Operations Requirement” means the amount to be accumulated in the

Maintenance and Operations Fund as provided in Section 8.7 of this Ordinance. The
Maintenance and Operations Requirement shall be determined from time to time by the City
Manager in the City Manager’s discretion.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse
effect on, the Pledged Special Taxes or the Pledged Funds, or the operations, business, assets,
properties or prospects of the Issuer relating to the Pledged Special Taxes or the Pledged Funds;
(b) a material impairment of the rights and remedies of the Issuer under any documentation
relating to the Bonds, or of the ability of the Issuer to perform its obligations under any Bank
documentation relating to the Bonds to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against the Issuer of any documentation
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relating to the Bonds to which it is a party, in each case as determined in the sole discretion of
the Bank reasonably exercised.
“Maturity Date” means the date on which the Bonds shall mature, as specified in
Section 3.2 hereof.
“Maximum Annual Net Debt Service” means the largest annual Debt Service amount
required for any Bond Year after the calculation is made through the final maturity date of any
Outstanding Parity Bonds, Outstanding Subordinate Lien Bonds, as applicable, reduced by
(i) interest earnings generated from funds currently on deposit in the Reserve Fund at an assumed
interest rate of 3% and (ii) for the last year of scheduled Debt Service, by an amount equal to the
amount currently on deposit in the Reserve Fund for the Additional Parity Bonds.
“Maximum Interest Rate” means the maximum net effective interest rate permitted by
law to be paid on obligations issued or incurred by the City in the exercise of its borrowing
powers (currently prescribed by Chapter 1204, Texas Government Code, as amended, or any
success or provision).
“Outstanding” when used with reference to the Parity Bonds (for purposes of this
definition, collectively the “Bonds”) means, as of any date, Bonds theretofore or thereupon being
authenticated and delivered under this Ordinance except:
(i) Bonds which have been fully paid at or prior to their maturity or on or prior to a
redemption date;
(ii) Bonds (or portions thereof) for the payment of which moneys equal to the
principal amount or redemption price thereof, as the case may be, with interest to the date of
maturity or redemption, shall be held by the Trustee or a Paying Agent/Registrar in cash in trust
under Articles II or VIII of this Ordinance and set aside for payment at maturity or redemption
on a redemption date and for which notice of redemption has been given or provision has been
made therefor;
(iii) Bonds in lieu of or in substitution for which other Bonds have been authenticated
and delivered pursuant to this Ordinance; and
(iv) Bonds for which payment has been provided by defeasance in accordance with
Section 14.1.
“Owner” means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
“Parity Bonds” means the Bonds, and any Additional Parity Bonds and any refunding
bonds issued pursuant to Section 10.2 and secured by a lien on the Pledged Special Taxes that is
on a parity with the lien on the Pledged Special Taxes securing the Bonds, but only to the extent
such Parity Bonds remain Outstanding.
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“Parity Certificates” means the City of Irving Combination Tax and Hotel Occupancy
Tax Revenue Certificates of Obligation, Series 2009.
“Paying Agent/Registrar” means initially Wells Fargo Bank, National Association, or any
successor thereto as provided in this Ordinance.
“Pledged Funds” mean, collectively, (a) receipts from of the Venue Hotel Tax and the
Chapter 351 Hotel Tax on deposit in (i) the Debt Service Fund, and (ii) the Reserve Fund, if any,
and (b) any Investment Securities or other investments or earnings belonging to any of the funds
identified in clauses (i) through (ii), above, and not required to be used for the other purposes
permitted by the Act and this Ordinance, (c) any additional funds, accounts, revenues, or other
moneys or funds of the City which hereafter may be expressly and specifically pledged to the
payment of all, but not less than all, of the Outstanding Parity Bonds.
“Pledged Special Taxes” mean the gross revenues due or owing to, or received by, the
City from the levy and imposition of the Venue Hotel Tax and the Chapter 351 Hotel Tax, less
any amounts withheld by persons in payment of costs of collection to the extent permitted by
Chapter 351, Tax Code, as amended, or the Special Tax Ordinance. Such term does not include
any monies, rents, or other revenues of the City that are derived or received by the City because
of its ownership or leasing of the Entertainment Venue to a private party.
“Principal Payment Date” shall mean each August 15, commencing August 15, 2013.
“Prime Rate” means, on any day, the rate of interest in effect for such day as publicly
announced from time to time by the Bank as its “prime rate.” The “prime rate” is a rate set by
the Bank based upon various factors including the Bank’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate. Any change in such rate
announced by the Bank shall take effect at the opening of business on the day specified in the
public announcement of such change.
“Purchaser” means Bank of America, N.A.
“Quarterly Payment Date” means the February 15th, May 15th, August 15th and
November 15th in each Bond Year on which the Venue Hotel Tax and the Chapter 351 Hotel
Tax are required to be transferred by the City to the Trustee and deposited to the Venue Hotel
Tax Fund and Chapter 351 Hotel Occupancy Tax Fund, respectively.
“Refunded Bonds” means those obligations of the City described in Schedule I attached
hereto.
“Reserve Fund Requirement” means the least of: (i) Maximum Annual Debt Service on
the Additional Parity Bonds, as of the date of issuance, (ii) 125% of average Annual Debt
Service on the Additional Parity Bonds as of the date of issuance, or (iii) 10% of the original
principal amount of the Additional Parity Bonds as of the date of issuance (or sale proceeds in
the event that the amount of original issue discount exceeds 2% multiplied by the stated
redemption price at maturity); provided however, that the Reserve Fund Requirement shall be
reduced by a percentage equal to the pro rata amount of Additional Parity Bonds redeemed
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pursuant to optional redemption divided by the total amount of the Outstanding Additional Parity
Bonds prior to such redemption.
“Record Date” means the last Business Day of the month next preceding an Interest
Payment Date.
“Redemption Price” means, with respect to the Parity Bonds, the principal amount
thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to the
terms of the Parity Bonds.
“Register” means the bond register specified in Section 3.6(a) of this Ordinance.
“Special Record Date” means the Special Record Date prescribed by Section 3.3(b).
“Special Tax Ordinance” means Ordinance No. 8930 passed by the City Council on
March 13, 2008 levying the Venue Hotel Tax pursuant to Subchapter H of Chapter 334.
“Subordinate Lien Bonds” means bonds secured in whole or in part by a lien junior and
subordinate to the lien on the Pledged Special Taxes securing payment of the Parity Bonds
secured by the Pledged Special Taxes, including bonds to refund such junior lien bonds.
“Subordinate Lien Bond Fund” means that fund created by Section 8.2 and administered
according to the ordinances authorizing the issuance of the Subordinate Lien Bonds.
“Trustee” means Wells Fargo Bank, National Association, or any successor thereto, as
provided in this Ordinance.
“Venue Hotel Tax” means the 2% hotel occupancy tax levied and imposed in the Special
Tax Ordinance.
“Venue Hotel Tax Fund” means the fund established in Section 8.2.
“Venue Project Fund” means the “Fund” established pursuant to the Venue Project Fund
Resolution.
“Venue Project Fund Resolution” means the Resolution No. 3-13-08-113 of the City
Council adopted on March 13, 2008, in which the City Council established the Venue Project
Fund, as required and prescribed by Section 334.042, Local Government Code, as amended.
“Venue Quarterly Payment” means the receipts from the Venue Hotel Tax received by
the City on the Quarterly Payment Dates.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
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Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be
done on the next succeeding Business Day and have the same effect as if done on the date so
required.
(c) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to sustain the validity of this Ordinance.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.1. Levy of Venue Hotel Tax and Chapter 351 Hotel Tax.
(a) The City hereby confirms the levy and imposition by the City of the Venue Hotel
Tax and the Chapter 351 Hotel Tax at the respective maximum rates voted at the election held by
and within the City on November 6, 2007 and pursuant to Chapter 351, respectively. The City
hereby warrants and represents that the City has duly and lawfully levied and imposed and has
lawfully ordered the collection of the Venue Hotel Tax and the Chapter 351 Hotel Tax to the full
extent permitted by and described in the Act.
(b) For so long as any Parity Bonds are outstanding, the City covenants, agrees and
warrants to take and pursue all action permissible under Applicable Law to cause the Venue
Hotel Tax and the Chapter 351 Hotel Tax to be levied, imposed and collected continuously, in
the manner and to the maximum extent permitted by Applicable Law, and to cause no reduction,
abatement or exemption in the Venue Hotel Tax and the Chapter 351 Hotel Tax, or in the
respective rates of such taxes below the respective rates stated, confirmed and ordered in
subsection (a) of this Section.
(c) The City agrees to take and pursue all action permissible under Applicable Law to
cause the Venue Hotel Tax and the Chapter 351 Hotel Tax to be collected, remitted, and
deposited with the City as herein required.
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Section 2.2. Pledge and Security; Assignment to Trustee.
(a) The City hereby irrevocably pledges to the payment of the Parity Bonds (i) the
Pledged Special Taxes, and (ii) the Pledged Funds, such pledge being specifically made to the
payment of Debt Service on the Parity Bonds which are or may be Outstanding from time to
time.
(b) The provisions, covenants, pledge and lien on and against the Pledged Special
Taxes, and the Pledged Funds, on the basis, and in the manner as herein set forth, are established
and shall be for the equal benefit, protection and security of the Owners of the Parity Bonds, and
the Persons to whom Administrative Expenses are owed, due and payable, without distinction as
to priority and rights under this Ordinance.
(c) The Parity Bonds, including interest payable thereon, shall constitute special
obligations of the City, payable solely from, and secured solely by a pledge of and lien on, the
Pledged Special Taxes, and the Pledged Funds, as applicable, and not from any other revenues,
properties or income of the City. The Parity Bonds and the Administrative Expenses shall not
constitute debts or obligations of the State or of the City, except to the extent provided in this
Ordinance, and the Owners and the Persons to whom Administrative Expenses are owed, shall
never have the right to demand payment out of any funds raised or to be raised by any system of
ad valorem taxation.
(d) For the purpose of further supporting the pledge and lien herein created, the City
hereby TRANSFERS, SETS OVER and ASSIGNS to the Trustee all of the Pledged Special
Taxes, and the Pledged Funds, in trust for the benefit of the Owners. It is provided, however, that
the Pledged Special Taxes and Pledged Funds shall be received, deposited, held, used and applied
strictly in accordance with and subject to the terms and provisions of Chapter 351, Chapter 334,
the Special Tax Ordinance, and this Ordinance.
(e) The City hereby irrevocably appoints the Trustee as its lawful agent and attorney-
in-fact, for the purpose of performing those duties which consist of receiving the Pledged Special
Taxes. The power of attorney herein conferred and the agency herein created is granted for
valuable consideration and is irrevocable for so long as all or any part of the Parity Bonds remain
Outstanding or Administrative Expenses remain unpaid. In addition, it is intended that the power
of attorney herein conferred be coupled with an interest, and in furtherance thereof the City and
the Trustee confirm their specific, present and co-existing interest in the Pledged Special Taxes
and the Pledged Funds.
(f) The City shall cause amounts representing Venue Hotel Tax and Chapter 351
Hotel Tax that are to be transferred pursuant to Sections 8.3 and 8.4 herein to be transferred to
the Trustee quarterly on the Quarterly Payment Date following the receipt thereof and the
completion of the City’s reporting and reconciliation procedures relating to the collection thereof.
If any receipts from the Pledged Special Taxes required to be transferred pursuant to Sections 8.3
and 8.4 are received by the City after the Quarterly Payment Date for any quarter and the receipts
are from the preceding quarter, the City shall pay those amounts on the next subsequent
Quarterly Payment Date.
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Section 2.3. Security Agreement.
(a) This Ordinance, certified and delivered to and accepted by the Trustee, is and
shall continuously be and constitute a security agreement establishing a first lien and security
interest in the Pledged Special Taxes and Pledged Funds, pursuant to Applicable Law, with the
Trustee as the secured party. The grants, assignments, lien, pledge and security interest of the
Trustee created herein on and against the Pledged Special Taxes and Pledged Funds, as
applicable, shall become effective immediately upon and from the time of payment for and
delivery of the Bonds and the same shall be continuously effective for so long as any Parity
Bonds are Outstanding or Administrative Expenses remain unpaid.
(b) Such grants, assignments, lien, pledge and security interest shall be fully effective
as to Pledged Special Taxes and Pledged Funds, on hand, and all Pledged Special Taxes shall be
subject thereto on and as of the day or date on which they are owed to or collected by any party
for the account of the City.
(c) The City shall keep a full and complete copy of this Ordinance, and its
authorizing proceedings at all times among the permanent records of the City. Such records shall
be open for inspection to any member of the general public and to any individual, firm,
corporation, governmental entity or other person proposing to do or doing business with, or
having or asserting claims against the City, at all times during regular business hours.
(d) The provisions and filings required by subsections (a), (b) and (c) of this Section
are included, provided, required and made herein pursuant to the requirements of, and with the
effect stated in, Chapters 1201 and 1208, Government Code, as amended. Should any other
Applicable Law, in the opinion of counsel to the City, ever require filings additional to the filing
required by subsection (c) of this Section in order to preserve and protect the priority of the
grants, assignments, lien, pledge and security interest created herein as to the Parity Bonds, then
the City shall diligently and regularly make such filings to the extent required by law to
accomplish such result.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS

REGARDING THE BONDS
Section 3.1. Authorization.
The City’s Bonds to be designated “City of Irving, Texas, Hotel Occupancy Tax Revenue
Refunding Bonds, Taxable Series 2011,” are hereby authorized to be issued and delivered in
accordance with the Applicable Law. The Bonds shall be issued in the aggregate principal
amount of $23,880,000, for the purpose of refunding the Refunded Bonds and paying the City’s
costs incurred in connection with the issuance of the Bonds.
Section 3.2. Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated the date of their delivery to the Purchaser (the “Delivery
Date”). The Bonds shall be in fully registered form, without coupons, in Authorized
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Denominations and shall be numbered separately from one upward, except the Initial Bond
which shall be numbered T-1, and will mature and become due and payable at such rates and on
such dates as shall be determined at the time of delivery pursuant to the procedures set forth in
Section 3.10 herein.
(b) The Bonds shall mature on August 15 in the years and in the principal
installments set forth in the following schedule:
Term Bonds
Year Principal Amount
2029 $23,880,000
(c) Interest shall accrue on the Bonds from the Delivery Date until maturity or prior
redemption, at the LIBOR Rate for each Interest Rate Period (in no event to exceed the
Maximum Interest Rate). Interest shall be payable semi-annually on August 15 and February 15
of each year until the earlier of maturity or prior redemption, commencing on August 15, 20__.
Interest on the Bonds shall be calculated on the basis of a 360 day year and the actual days
elapsed.
(d) If the rate of interest payable on any Bond shall exceed the Maximum Interest
Rate for any period for which interest is payable, then (i) interest at the Maximum Interest Rate
shall be due and payable with respect to such interest period and (ii) interest at the rate equal to
the difference between (A) the rate of interest on such Bond calculated in accordance with the
terms hereof without regard to the Maximum Interest Rate and (B) the Maximum Interest Rate
(the “Excess Interest”), shall be deferred until such date as the rate of interest calculated in
accordance with the terms hereof ceases to exceed the Maximum Interest Rate, at which time the
City shall pay, or cause to be paid, to the Owner thereof, such portion of the deferred Excess
Interest as will cause the rate of interest then paid on such Bond to equal the Maximum Interest
Rate, which payments of deferred Excess Interest shall continue to apply to such unpaid amounts
hereunder until all deferred Excess Interest is fully paid to the Owner thereof.
Section 3.3. Medium, Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money of the United States of America.
(b) Interest on the Bonds shall be payable by federal funds wire transfer upon the
written instruction from the Owner to the Paying Agent/Registrar, or by check (dated as of the
Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such
payment, by United States mail, first class, postage prepaid, to the address of such person as it
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appears on the Register at the close of business on the last Business Day next preceding the date
of mailing of such notice or by such other customary banking arrangement acceptable to the
Paying Agent/Registrar; provided, however, that such person shall bear all risk and expense of
such other banking arrangement. Provided, however, that in the event of nonpayment of interest
on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such
interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar if
and when funds for the payment of such interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (the “Special
Payment Date,” which shall be at least 15 days after the Special Record Date) shall be sent at
least five business days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) The principal of each Bond shall be paid to the person in whose name such Bond
is registered on each Principal Payment Date (whether at the maturity date or the date of prior
redemption thereof) upon presentation and surrender of such Bond at the Designated
Payment/Transfer Office of the Paying Agent/Registrar.
(d) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized
to close, and payment on such date shall have the same force and effect as if made on the original
date payment was due and no additional interest shall be due by reason of nonpayment on the
date on which such payment is otherwise stated to be due and payable.
(e) Unclaimed payments of amounts due hereunder shall be segregated in a special

account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner
of the Bonds to which such unclaimed payments pertain. Subject to Title 6 of the Texas Property
Code, any unclaimed payments remaining unclaimed by the Owners entitled thereto for three
years after the applicable payment or redemption date shall be applied to the next payment or
payments on the Bonds thereafter coming due and, to the extent any such money remains after
the retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful
purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be
liable or responsible to any holders of such Bonds for any further payment of such unclaimed
moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.4. Execution and Registration of Bonds.
(a) The Bonds, including the Initial Bond, shall be executed on behalf of the City by
the Mayor and the City Secretary, by their manual or facsimile signatures, and the official seal of
the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the
Bonds shall have the same effect as if each of the Bonds had been signed manually and in person
by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
delivered at the Closing Date shall have attached thereto the Comptroller’s Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller of
Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be
evidence that the Bond has been duly approved by the Attorney General of the State of Texas and
that it is a valid and binding obligation of the City, and has been registered by the Comptroller of
Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond representing the entire principal amount of
the Bonds, payable to the Purchaser or its designee, executed by manual or facsimile signature of
the Mayor and City Secretary of the City, approved by the Attorney General of Texas, and
registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will
be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to the Purchaser registered definitive
Bonds. Notwithstanding the foregoing or any other provision of this Ordinance, the Purchaser
may elect to hold the Initial Bond in lieu of definitive Bonds.
Section 3.5. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment of the principal thereof and redemption premium, if any, thereon,
for the further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such bond is registered on the
Record Date or Special Record Date, as applicable), whether or not such Bond is overdue, and
neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of
the sums paid.
Section 3.6. Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the “Register”) in
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which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office with such endorsement or other
evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond
shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount of the Bonds presented for
exchange. So long as the Purchaser is the Owner of record of the Bonds, presentation and
surrender of any Bond is not required, and payment of such principal amount to the Owner may
be by wire transfer. The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of
which such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.7. Cancellation.
(a) All Bonds paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records shall be made regarding such payment, redemption, exchange or replacement. The
Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities
Exchange Act of 1934.
Section 3.8. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City’s
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
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denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance. The Purchaser shall have the right to
hold the Initial Bond as evidence of the City’s obligations in lieu of definitive Bonds.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar, the Bonds; thereupon, upon the presentation and surrender of the Bonds
in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the
same maturity and series, in definitive form, in the authorized denomination, and in the same
aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall
be made without the making of any charge therefor to any Owner.
Section 3.9. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in
connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her

ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying

Agent/Registrar, and acceptable to the City, to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
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replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
Section 4.2. Optional Redemption.
(a) During any Interest Rate Period, the Bonds may be redeemed in whole or in part
at the expiration of the Interest Rate Period then in effect, prior to scheduled maturity, at the
option of the City, with funds derived from any available and lawful source, in whole, at a
redemption price equal to the principal amount to be redeemed plus accrued interest to the date
fixed for redemption. The City shall provide the Owner with at least five (5) Business Days
written notice in advance of the Redemption Date.
(b) The City, at least 5 days before the redemption date, unless a shorter period shall
be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
Section 4.3. Mandatory Sinking Fund Redemption.
(a) The Bonds maturing on August 15, 2029 (the “Term Bonds”), are subject to
scheduled mandatory redemption and will be redeemed by the City, in part at a price equal to the
principal amount thereof, without premium, plus accrued interest to the redemption date, out of
moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the
respective principal amounts as set forth in the following schedule:
Term Bond Maturing August 15, 2029
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Redemption Date Principal Amount
August 15, 2013 $ 360,000
August 15, 2014 425,000
August 15, 2015 1,145,000
August 15, 2016 1,195,000
August 15, 2017 1,240,000
August 15, 2018 1,295,000
August 15, 2019 1,345,000
August 15, 2020 1,400,000
August 15, 2021 1,455,000
August 15, 2022 1,515,000
August 15, 2023 1,580,000
August 15, 2024 1,645,000
August 15, 2025 1,710,000
August 15, 2026 1,780,000
August 15, 2027 1,855,000
August 15, 2028 1,930,000
August 15, 2029 (maturity) 2,005,000
(b) At least ten (10) days prior to each scheduled mandatory redemption date, the
Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that
results in a random selection, a principal amount of Term Bonds equal to the aggregate principal
amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such
scheduled mandatory redemption date, and shall give notice of such redemption, as provided in
Section 4.4.
(c) The principal amount of the Term Bonds required to be redeemed on any
redemption date pursuant to subparagraph (a) of this Section 4.3 shall be reduced, at the option of
the City, by the principal amount of any Term Bonds which, at least 10 days prior to the
mandatory sinking fund redemption date shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation.
Section 4.4. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 5 days before the
date fixed for redemption, to the Owner of each Bond to be redeemed, at the address shown on
the Register at the close of business on the business day next preceding the date of mailing such
notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
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(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.5. Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
Section 4.6. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.4 of this
Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on
the date fixed for redemption and, unless the City defaults in its obligation to make provision for
the payment of the principal thereof, redemption premium, if any, or accrued interest thereon,
such Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
Section 4.7. Conditional Notice of Redemption.
The City reserves the right, in the case of an optional redemption pursuant to Section 4.2
herein, to give notice of its election or direction to redeem Bonds conditioned upon the
occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned
upon the deposit of moneys and/or authorized securities, in an amount equal to the amount
necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may
be authorized by law, no later than the redemption date, or (ii) that the City retains the right to
rescind such notice at any time on or prior to the scheduled redemption date if the City delivers a
certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to
rescind the redemption notice and such notice and redemption shall be of no effect if such
moneys and/or authorized securities are not so deposited or if the notice is rescinded. The
Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of
redemption to the affected Owners. Any Bonds subject to conditional redemption and such
redemption has been rescinded shall remain Outstanding and the rescission of such redemption
shall not constitute an Event of Default. Further, in the case of a conditional redemption, the
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failure of the City to make moneys and or authorized securities available in part or in whole on
or before the redemption date shall not constitute an Event of Default.
Section 4.8. Lapse of Payment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.3(e) hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar.
Wells Fargo Bank, National Association, is hereby appointed as the initial Paying
Agent/Registrar for the Bonds. At all times while any Bonds are outstanding, the City will
maintain a Paying Agent/Registrar with respect to the Bonds that is qualified under this
Ordinance
Section 5.2. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized

under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3. Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.2 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
Section 5.4. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.5. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agent/Registrar.
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Section 5.6. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.7. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the

appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally.
(a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to
appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with
such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance, and (ii) may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently
herewith, may be determined by the City or by the officers executing such Bonds, as evidenced
by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and
may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.2. Form of the Bonds.
The form of the Bonds, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
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(a) Form of Bond.
REGISTERED REGISTERED
No. __________ $__________
United States of America

State of Texas
County of Dallas
CITY OF IRVING, TEXAS
HOTEL OCCUPANCY TAX REVENUE REFUNDING BOND
TAXABLE SERIES 2011
DELIVERY DATE: STATED MATURITY DATE: RATE:
___________, 2011 August 15, 20___ Variable
The City of Irving (the “City”), Dallas County, State of Texas, for value received, hereby
promises to pay to
BANK OF AMERICA N.A.
or registered assigns, on the Stated Maturity Date specified above, the sum of
_______________________ DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the Delivery Date shown above or the most
recent Interest Payment Date to which interest has been paid or provided for.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned
thereto in the ordinance pursuant to which the Bonds are issued (the “Ordinance”).
This Bond shall bear interest from time to time at the LIBOR Rate for each Interest Rate
Period (but in no event to exceed the Maximum Interest Rate). Interest shall accrue at the
Default Rate from and during the continuance of an Event of Default (but in no event to exceed
the Maximum Interest Rate). Interest shall be calculated on the basis of a 360 day year and the
actual days elapsed until maturity or prior redemption. Accrued and unpaid interest hereon is
payable and shall be paid on the Stated Maturity Date or on the date of any earlier prepayments
or redemptions.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Fort Worth, Texas (the “Designated Payment/Transfer Office”) of
Wells Fargo Bank, National Association, Fort Worth, Texas, as Paying Agent/Registrar or, with
respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office
thereof. So long as the Purchaser is the Owner of record of the Bonds, presentation and
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surrender of any Bond is not required, and payment of such principal amount to the Owner may
be by wire transfer. Interest on this Bond is payable by federal wire transfer upon the written
instruction from the Owner to the Paying Agent/Registrar or by check dated as of the interest
payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown
on the registration books kept by the Paying Agent/Registrar, or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar and the registered owner;
provided, however, such registered owner shall bear all risk and expense of such other banking
arrangement. For the purpose of the payment of interest on this Bond, the registered owner shall
be the person in whose name this Bond is registered at the close of business on the “Record
Date,” which shall be the last business day of the month next preceding such interest payment
date.
Interest shall be payable on February 15 and August 15 of each year, commencing on

February 15, 2012, until the earlier of maturity or prior redemption. Interest shall be calculated
on the basis of a 360 day year and the actual days elapsed. Principal shall be payable on
August 15 of each year, commencing on August 15, 2013.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which banking institutions are required or authorized to close, and payment on
such date shall have the same force and effect as if made on the original date payment was due
and no additional interest shall be due by reason of nonpayment on the date on which such
payment is otherwise stated to be due and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $23,880,000 (herein referred to as the “Bonds”), issued by the
City under the authority of Chapter 1371, Texas Government Code, as amended, for the purpose
of refunding in advance of their maturity certain outstanding obligations of the City and paying
the City’s costs incurred in connection with the issuance of the Bonds.
The Bonds are dated on and as of _______________, 2011, and are defined and
described in that certain Ordinance No. 2011-_____, adopted by the Council on April 7, 2011
(the “Ordinance”), and in that certain “Private Placement Agreement,” executed between the
City and the Payee, as Purchaser, and dated April 7, 2011.
The Bonds and the interest thereon are payable from, and are secured by, a first lien on
and pledge of the Pledged Special Taxes and the Pledged Funds. The Pledged Special Taxes
consist of certain Special Tax Receipts that are received by the City from the levy and imposition
of a 2% Venue Hotel Tax and a 7% Chapter 351 Hotel Tax within the City, all as described in
the Ordinance.
THIS BOND AND ALL OF THE CITY OF IRVING HOTEL OCCUPANCY TAX
REVENUE REFUNDING BONDS, TAXABLE SERIES 2011 (THE “SERIES 2011 BONDS”)
ARE SPECIAL OBLIGATIONS OF THE CITY THAT, TOGETHER WITH ALL OTHER
PARITY BONDS AND PARITY CERTIFICATES (WITH RESPECT TO THE CHAPTER 351
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HOTEL TAX) FROM TIME TO TIME ISSUED AND OUTSTANDING ARE EQUALLY
AND RATABLY PAYABLE FROM AND SECURED BY A LIEN ON THE PLEDGED
SPECIAL TAXES THAT ARE REQUIRED TO BE SET ASIDE FOR AND PLEDGED TO
THE PAYMENT OF THE SERIES 2011 BONDS AND FROM THE PLEDGED FUNDS, AND
ALL OUTSTANDING AND ADDITIONAL PARITY BONDS HEREAFTER ISSUED AND
THE DEBT SERVICE FUND AND THE RESERVE FUND REQUIRED TO BE
MAINTAINED FOR THE PAYMENT OF ALL SUCH PARITY BONDS, ALL AS MORE
FULLY DESCRIBED AND PROVIDED FOR IN THE ORDINANCE. THIS BOND AND
THE SERIES OF WHICH IT IS PART, TOGETHER WITH THE INTEREST THEREON,
ARE PAYABLE SOLELY FROM SUCH PLEDGED SPECIAL TAXES AND PLEDGED
FUNDS AND DO NOT CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION
OF THE CITY
During any Interest Rate Period, the Bonds may be redeemed prior to their scheduled
maturities at the expiration of an Interest Rate Period, at the option of the City, with funds
derived from any available and lawful source, in whole, in Authorized Denominations and, at a
redemption price equal to the principal amount to be redeemed plus accrued interest to the date
fixed for redemption. The City shall provide the Owner with at least five (5) Business Days
written notice in advance of the Redemption Date.
The City, at least five (5) days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
The Bonds maturing on August 15, 2029 (collectively, the “Term Bonds”) are subject to
mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by
the City, in part at a redemption price equal to the principal amount thereof, without premium,
plus interest accrued to the redemption date, on the dates and in the principal amounts shown in
the following schedule:
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Term Bond Maturing August 15, 2029
Redemption Date Principal Amount
August 15, 2013 $ 360,000

August 15, 2014 425,000
August 15, 2015 1,145,000
August 15, 2016 1,195,000
August 15, 2017 1,240,000
August 15, 2018 1,295,000
August 15, 2019 1,345,000
August 15, 2020 1,400,000
August 15, 2021 1,455,000
August 15, 2022 1,515,000
August 15, 2023 1,580,000
August 15, 2024 1,645,000
August 15, 2025 1,710,000
August 15, 2026 1,780,000
August 15, 2027 1,855,000
August 15, 2028 1,930,000
August 15, 2029 (maturity) 2,005,000
At least ten (10) days prior to each scheduled mandatory redemption date, the Paying
Agent/Registrar shall select for redemption by lot, or by any other customary method that results
in a random selection, a principal amount of Term Bond equal to the aggregate principal amount
of such Term Bond to be redeemed and shall call such Bond for redemption on such scheduled
mandatory redemption date.
The principal amount of the Term Bonds required to be redeemed on any mandatory
sinking fund redemption date shall be reduced, at the option of the City, by the principal amount
of any Term Bonds which, at least 10 days prior to the mandatory sinking fund redemption date
shall have been acquired by the City at a price not exceeding the principal amount of such Term
Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than five (5) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds
or portions thereof designated for redemption shall become due and payable on the redemption
date specified in such notice; from and after such date, notwithstanding that any of the Bonds or
portions thereof so called for redemption shall not have been surrendered for payment, interest
on such Bonds or portions thereof shall cease to accrue.
The City reserves the right, in the case of an optional redemption pursuant to the terms of
the Ordinance, to give notice of its election or direction to redeem Bonds conditioned upon the
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occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned
upon the deposit of moneys and/or authorized securities, in an amount equal to the amount
necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may
be authorized by law, no later than the redemption date, or (ii) that the City retains the right to
rescind such notice at any time on or prior to the scheduled redemption date if the City delivers a
certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to
rescind the redemption notice and such notice and redemption shall be of no effect if such
moneys and/or authorized securities are not so deposited or if the notice is rescinded. The
Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of
redemption to the affected Owners. Any Bonds subject to conditional redemption and such
redemption has been rescinded shall remain Outstanding and the rescission of such redemption
shall not constitute an Event of Default as defined in the Ordinance. Further, in the case of a
conditional redemption, the failure of the City to make moneys and or authorized securities
available in part or in whole on or before the redemption date shall not constitute an Event of
Default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is
acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of
the same stated maturity, of authorized denominations, bearing the same rate of interest, and for
the same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
forty-five (45) calendar days of the transfer or exchange date; provided, however, such limitation
shall not be applicable to an exchange by the registered owner of the uncalled principal balance
of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Paying Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of the Bonds is duly
authorized by law; that all acts and things required to be done precedent to and in the issuance of
this Bond have been properly done and performed and have happened in regular and due time,
form, and manner, as required by law; and that the revenues of the City have been duly pledged
to the payment of the principal of and the interest on the Bonds in accordance with the terms of
the Ordinance and the Purchase Agreement.
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IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by
the manual or facsimile signature of the Mayor of the City and countersigned by the manual or
facsimile signature of the City Secretary, and the official seal of the City has been duly
impressed or placed in facsimile on this Bond.
Attest: City of Irving, Texas
___________________________________ ___________________________________
City Secretary Mayor
(b) Form of Comptroller’s Registration Certificate.
The following Comptroller’s Registration Certificate may be deleted from the definitive
Bonds if such Certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §

OF PUBLIC ACCOUNTS § REGISTER NO. _____________
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he finds that it has been issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding obligation of the City of Irving, Texas, and that
this Bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas, _______________.
___________________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]
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(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the executed Comptroller’s Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of
bonds was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred
to in the within mentioned Ordinance.
WELLS FARGO BANK, NATIONAL

ASSOCIATION,
as Paying Agent/Registrar
Dated: __________________________ By: ______________________________

Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee): __________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Social Security or other identifying number: ____________________) the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints ____________________
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated: ____________________________ NOTICE: The signature on this Assignment

must correspond with the name of the
Signature Guaranteed By: registered owner as it appears on the face of
the within Bond in every particular and must
___________________________________ be guaranteed in a manner acceptable to the
Authorized Signatory Paying Agent/Registrar.
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alteration:
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(i) the Initial Bond shall be numbered T-1.
Section 6.3. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard & Poor’s Corporation, New York, New York, and may authorize the printing of such
numbers on the face of the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.4. Legal Opinion.
The approving legal opinions of Vinson & Elkins L.L.P., Bond Counsel, may be printed
on the reverse side of or attached to each Bond over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.5. Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1. Appointment; Acceptance of Trust and Performance Thereof.
(a) The City hereby appoints Wells Fargo Bank, National Association to serve as
Trustee hereunder and the Trustee, as evidenced by its due execution of the Acceptance of
Trustee attached hereto, shall accept the trusts and obligations imposed upon it by this Ordinance
and shall agree to perform and observe faithfully all of the duties, conditions and requirements
imposed upon it in this Ordinance. Except during the continuance of an Event of Default, the
Trustee undertakes to perform such functions and duties and only such functions and duties as are
specifically set forth in this Ordinance, and no implied duties or obligations shall be read into this
Ordinance against the Trustee. In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Ordinance, and use the
same degree of care and skill in the exercise of such rights and powers, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs,
subject to the limitations on liability set forth in Sections 7.1(c) and 7.2, and subject to the
provisions of Section 7.6.
(b) All notices or other instruments required by this Ordinance to be delivered in

writing to the Trustee, in order to be effective, must be delivered at the address for notices to the
Trustee set forth in Section 15.1, or at such other location as the Trustee may designate to the
City in writing. With respect to an Event of Default pursuant to Section 12.1, the Trustee shall
not be deemed to have notice of any such Event of Default (other than failure by the City to file
with the Trustee any documents required by the Ordinance to be so filed) unless and until it shall
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have received actual notice thereof, and in the absence of such notice so received, the Trustee
may conclusively assume that there is no such Event of Default. Nonetheless, the Trustee may in
its sole discretion take notice of an Event of Default without specific notification thereof. In such
case, the Trustee shall proceed as if it had received such specific notification.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be
taken hereunder except for its own negligence or willful misconduct; except that
(i) this Section will not be construed to limit the effect of the second sentence
of Section 7.1(a); the Trustee shall be obligated to take only such actions as are
specifically set forth herein or as are specifically required to be taken by the Trustee
when requested in writing from time to time in accordance with this Ordinance by the
City or by the Owners of not less than the aggregate principal amount of Outstanding
Bonds specified herein with respect to the action in question (subject to the restrictions
set forth in Section 7.3); and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may rely,
without any independent investigation or inquiry, as to the truth of the statements and to
the correctness of the opinions expressed therein, upon any certificate or opinion
furnished to the Trustee conforming to the procedural requirements of this Ordinance; but
in the case of any such certificate or opinion which by any provision is specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not it conforms to the procedural requirements of this
Ordinance; and
(iii) the Trustee shall not be liable for any error of judgment made in good faith
by the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and
(iv) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the written direction of the Owners of
not less than a majority in aggregate principal amount of the Parity Bonds Outstanding
(or such lesser amount as may be specified herein) or otherwise in accordance with the
express provisions of this Ordinance.
No provision of this Ordinance or in any amendment to this Ordinance shall require the
Trustee to risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 7.2. Trustee May Rely upon Certain Documents and Opinions.
(a) Subject to Section 7.1(c)(ii), the Trustee may rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.
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(b) Any request, direction, election, order, certification or demand of the City shall be
sufficiently evidenced by an instrument signed by an Authorized Representative (unless
specifically prescribed otherwise in this Ordinance), and any resolution or ordinance of the City
may be evidenced to the Trustee by a certified resolution or ordinance.
(c) The Trustee may, in its sole discretion and at the expense of the City, consult with
its counsel (either in-house or outside), counsel to the City (unless the City is in default
hereunder) or Bond Counsel, and the legal advice or opinion of such counsel or Bond Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted by the Trustee hereunder in good faith and in accordance with such legal advice or
opinion of counsel or Bond Counsel.
(d) Subject to Section 7.1(a) regarding the Trustee’s obligations during the
continuance of an Event of Default, whenever, in the administration of the trust created by this
Ordinance, the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect
thereof is specifically prescribed herein) may, in the absence of bad faith on the part of the
Trustee, be deemed to be proved and established by a certificate of an Authorized Representative;
and, in the absence of bad faith on the part of the Trustee, such certificate shall constitute full
authority for any action taken, suffered or omitted by the Trustee under the provisions of this
Ordinance in reliance thereon.
(e) The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of any money which shall be released or withdrawn and used in
accordance with the provisions hereof.
(f) The Trustee may execute any of the trusts or powers hereof and perform the
duties required of it hereunder by or through attorneys, accountants, agents or receivers and may,
in all cases, pay, and be reimbursed for, the reasonable fees and expenses thereof. The Trustee
shall not be responsible for the conduct of such attorneys, accountants, agents or receivers it
appointed with due care.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Ordinance at the request or direction of any of the Owners of the Party Bonds
pursuant to this Ordinance, unless such Owners shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
Section 7.3. Trustee Not Responsible for Ordinance Statements, Validity.
The Trustee shall not be responsible for any recital or statement in this Ordinance, any
amendment to this Ordinance, the Bonds, or any official statement or other disclosure document
prepared or distributed in connection with the Bonds or for the validity of the execution by the
City of this Ordinance, any amendment to this Ordinance or the Bonds, or for the validity of the
execution of any other or supplemental instrument by the City, or for the validity or sufficiency
of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value
of or title to the security for the Bonds pledged hereunder or for the creditworthiness of the City.
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Except as otherwise expressly provided herein, the Trustee shall have no duty to ascertain or
inquire as to the performance or observance of any of the terms, conditions, covenants or
agreements herein or in an amendment to this Ordinance, or as to the existence of an Event of
Default hereunder or thereunder, but the Trustee may require of the City full information and
advice as to the performance of such covenants, conditions and agreements set forth herein and
in an amendment to this Ordinance, or a Federal Tax Certificate.
The Trustee makes no representation or warranty, express or implied, as to the title,

value, design, compliance with specifications or legal requirements, quality, operation, condition,
merchantability or fitness for any particular purpose for the use contemplated by the City or the
Tenant of the Project. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Ordinance for the existence,
furnishing or use of the Project.
Section 7.4. Limits on Duties and Liabilities of Trustee.
The permissive right of the Trustee to do things enumerated in this Ordinance shall not be
construed as an obligation or duty of the Trustee. The Trustee shall not be required to give any
bond or surety in respect of the execution of its trusts and powers hereunder or otherwise in
respect of the premises.
Nothing contained herein or in the Bonds shall be construed to impose any duties upon
the Trustee beyond those expressly contained in this Ordinance or in an amendment to this
Ordinance. All immunities, indemnities and other provisions of this Ordinance as related to the
duties and liabilities of the Trustee shall apply to the Bonds.
Section 7.5. Money Held in Trust.
All money held by the Trustee hereunder is held in trust for the purposes set forth herein
and shall be segregated and kept apart from other funds held by it in accordance with its general
practices and procedures in effect from time to time.
Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Bonds. In accepting the trust hereby created, the Trustee acts solely
as Trustee for the Owners and not in its individual capacity and, except as otherwise provided
herein, all persons, including without limitation the Owners and the City, having any claim
against the Trustee arising from this Ordinance shall look for payment only from the funds and
accounts held by the Trustee hereunder.
Section 7.6. Costs for Maintenance of Suit; Indemnification.
(a) Other than to the extent described herein with respect to making the payments of
Debt Service on the Parity Bonds and paying Administrative Expenses when due from money
held by the Trustee hereunder, and with respect to the redemption (other than optional
redemption) of the Parity Bonds, the Trustee shall be under no obligation to institute any suit, to
take any proceeding under this Ordinance, to enter any appearance in or in any way defend any
suit in which it may be defendant, or to take any steps in the execution of the trusts hereby
created or in the enforcement of any rights and powers hereunder, until it shall be assured to its
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satisfaction that repayment of all costs and expenses, including the reasonable fees and
disbursements of its in-house and outside counsel, will occur in a timely manner, and until
adequate indemnity against all risk and liability is assured to its satisfaction. However, the
Trustee may begin suit, or appear in and defend suit, or do anything else in its judgment proper to
be done by it as such Trustee, without assurance of reimbursement or indemnity, and in such case
the Trustee shall be reimbursed or indemnified by the Owners for all costs and expenses,
liabilities, outlays and fees of its in-house and/or outside counsel and other reasonable
disbursements properly incurred in connection therewith, unless such liability or disbursement is
adjudicated to have resulted from the negligence or willful misconduct of the Trustee. If the
Owners shall fail to make such reimbursement or indemnification, the Trustee may reimburse
itself from any money in its possession under the provisions of this Ordinance subject only to the
prior lien of the Parity Bonds for the payment of Debt Service.
(b) The City hereby covenants and agrees, to the extent permitted by Applicable Law
and solely from the amounts held or required to be held hereunder, to indemnify the Trustee for
any loss, liability, outlays and reasonable fees of its in-house and/or outside counsel, other
reasonable disbursements, expenses or advances reasonably incurred or made, without
negligence or willful misconduct on the part of the Trustee, arising out of or in connection with
its acceptance or administration of the trust or performance of its duties hereunder, and shall
reimburse the Trustee for any amounts paid to the Trustee by the Owners pursuant to
Section 7.6(a) which the Trustee has spent for the purposes of that Section and which the Trustee
has subsequently been required to return to the Owners.
(c) None of the provisions contained in this Ordinance, or the Bonds shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers hereunder.
(d) All indemnifications and releases from liability granted to the Trustee hereunder
shall extend to its directors, officers, employees, officials and agents.
Section 7.7. Intervention in Judicial Proceedings.
In any judicial proceeding to which the City is a party and which, in the opinion of the
Trustee in its sole discretion, has a substantial bearing on the interest of the Owners of the Parity
Bonds, the Trustee may intervene on behalf of the Owners, and must do so if requested in
writing by the Owners of not less than a majority in aggregate principal amount of Outstanding
Parity Bonds upon written assurance from such Owners satisfactory to the Trustee of indemnity
and reimbursement for costs and expenses, including reasonable fees and disbursements of its in-
house and/or outside counsel, incurred in so intervening. The rights and obligations of the
Trustee under this Section are subject to the approval of the court having jurisdiction in the
premises.
Section 7.8. Reports of Activities.
The Trustee shall keep and maintain accurate and complete records of fund balances, any
investments thereof and all transactions involving any part of the assets held in trust hereunder
by the Trustee pursuant to this Ordinance and to furnish monthly reports thereof to the City, if
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requested. The City and its agents shall have the right to inspect all such records at all reasonable
times during regular business hours and upon reasonable notice and to make such copies and
extracts, at their expense, as they may desire.
Section 7.9. Compensation of Trustee.
All advances, in-house and/or outside counsel fees and other expenses reasonably made
or incurred by the Trustee or its agents, directors, officials, officers and employees in and about
the execution of the trust hereby created; any and all reasonable compensation to the Trustee for
its services in the premises; any and all claims, damages, demands, expenses, liabilities and taxes
of any character or nature whatsoever (including but not limited to claims for loss or damage to
any property or injury to or death of any person) asserted by or on behalf of any person arising
out of, resulting from, or in any way connected with the Project or the real property and
improvements thereon; and any and all costs and expenses (including reasonable fees and
disbursements of its in-house and/or outside counsel, agents and other experts) incurred by or on
behalf of the Trustee in defending any such claims, damages, demands, liabilities or claims for
taxes of any character whatsoever (unless such claims, damages, demands or liabilities are
adjudicated to have resulted from the negligence or willful misconduct of the Trustee), shall be
paid by the City but solely from amounts on deposit or required to be deposited hereunder in
accordance herewith. The compensation of the Trustee shall not be limited to or by any provision
of law in regard to the compensation of trustees of an express trust. The Trustee shall have a lien
against all money and other property or security held pursuant to this Ordinance, with right of
payment therefrom, subject only to the prior lien of the Bonds for the payment of, in full and
when due, the principal thereof, premium, if any, and interest thereon, for (1) the Trustee’s
reasonable compensation, expenses, advances and fees and disbursements of its in-house and/or
outside counsel, incurred on and about the execution of the trusts created hereby and the exercise
and performance of the powers and duties of the Trustee hereunder; and (2) any and all claims,
damages, demands, expenses, liabilities and taxes incurred by the Trustee or its agents, directors,
officials, officers and employees, and any and all costs and expenses incurred by or on behalf of
the Trustee in defending against the same, of any character whatsoever (unless such damage or
liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee).
Section 7.10. Trustee May Hold Bonds.
The Trustee and its officers and directors may acquire and hold or become pledgees of
Bonds and other obligations of the City and otherwise may deal with the City in the same
manner and to the same extent and with like effect as though it were not Trustee hereunder, and
may act as depository for and permit any of its officers and directors to act as members of, or in
any other capacity with respect to, any committee formed to protect the rights of Owners,
whether or not such committee represents the Owners of the majority in aggregate principal
amount of the Bonds then Outstanding.
Section 7.11. Resignation of Trustee.
The Trustee may resign and be discharged from the trusts created by this Ordinance by
giving to the City at least 60 days’ advance written notice. Such resignation shall take effect on
the day specified in such notice, but the Trustee shall not be discharged from the trusts hereby
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created until a successor Trustee has been approved and appointed. Subsequent to such date, the
Trustee shall have no further duties and obligations under this Ordinance.
Section 7.12. Removal of Trustee.
(a) The Trustee may be removed at any time, either with or without cause, by the
City (provided that an Event of Default has not occurred and is then continuing hereunder) with
consent of the Purchaser or the Owners of a majority in aggregate principal amount of
Outstanding Parity Bonds, provided that all fees and expenses of the Trustee that are due and
owing pursuant to Section 7.9 shall first be paid.
(b) Any removal of the Trustee pursuant to this Section shall be effected by delivery
to the Trustee of a written instrument to that effect signed by an Authorized Representative.
(c) Such removal shall take effect on the day specified in such notice, but the Trustee
shall not be discharged from the trusts hereby created until a successor Trustee has been
approved and appointed. Subsequent to such date, the Trustee shall have no further duties and
obligations under this Ordinance.
Section 7.13. Appointment of Successor Trustee.
(a) In case at any time the Trustee shall resign, be removed or otherwise become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or
of its property shall be appointed, or if a public supervisory office shall take charge or control of
the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the
office of such Trustee hereunder, and the City shall promptly appoint a successor trustee. Any
such appointment shall be made by a written instrument executed by an Authorized
Representative. The City shall direct the successor Trustee to mail notice by first class mail,
postage prepaid, at least once within 30 days of such appointment, to the Owners of all
Outstanding Parity Bonds at their addresses on the Register.
(b) If, in a proper case, no appointment of a successor Trustee shall be made pursuant
to Section 7.13(a) within 90 days after the receipt by the City of the Trustee’s notice of
resignation given pursuant to Section 7.11 or of removal of the Trustee pursuant to Section 7.12,
the retiring Trustee, at the expense of the City, or any Owner may apply to any court of
competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.
(c) There shall at all times be a Trustee hereunder which shall be an association or a
corporation organized and doing business under the laws of the United States or any state thereof,
authorized under such laws to exercise corporate trust powers. Any successor Trustee shall have
a combined capital and surplus of at least $50,000,000 and assets under trust of at least
$50,000,000, and be subject to supervision or examination by federal or state authority, or shall
have been appointed by a court of competent jurisdiction pursuant to Section 7.13(b). If such
association or corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of any supervising or examining authority referred to above, then for the
purposes of this Section, the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
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condition so published. If at any time any successor Trustee shall cease to be eligible in
accordance with the provisions of this Section and another association or corporation is eligible,
the Trustee shall resign immediately in the manner and with the effect specified in Section 7.11.
Section 7.14. Merger of Trustee.
Any person into which the Trustee may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole
or substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become
successor trustee hereunder and shall be vested with all of the title to the funds, accounts and
assets held hereunder and all the trusts, powers, discretions, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instrument or any further
act, deed or conveyance on the part of any person, anything herein to the contrary
notwithstanding, but only if such resulting entity is entitled under state or federal law to exercise
corporate trust powers.
Section 7.15. Transfer of Rights and Property to Successor Trustee.
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the City a written instrument accepting such appointment hereunder,
and thereupon such successor, without any further act, deed or conveyance, shall become fully
vested with the rights, powers, trusts, duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request from an Authorized Representative
execute and deliver a written instrument transferring to such successor all the funds, accounts
and assets hereunder and the rights, powers, trusts, duties and obligations of such predecessor
hereunder, and every predecessor trustee shall deliver all funds held by it as Trustee hereunder to
its successor. Should any assignment, conveyance or written instrument from the City be
required by any successor Trustee for more fully and certainly vesting in such successor Trustee
the Trust Estate and rights, powers, trusts, duties and obligations hereby vested or intended to be
vested in the predecessor Trustee, any and all such assignments, conveyances and written
instruments shall, on request, be executed, acknowledged and delivered by the City. Each
successor Trustee shall give, or cause the Registrar to give, notice of its appointment to all
Owners appearing on the Register as of the date of appointment. The City shall reimburse the
predecessor Trustee for any expenses (including fees and disbursements of its in-house or
outside counsel) incurred under this Section as an Administrative Expense.
Section 7.16. Survival of Rights.
The Trustee’s rights to immunity and protection from liability hereunder, its right to
receive payment of its fees and expenses and its rights to indemnification hereunder shall survive
its removal or resignation and the final payment, defeasance or discharge of the Parity Bonds and
the termination of the lien of this Ordinance.
Section 7.17. Appointment of a Co-Trustee.
It is the intent of the City and the Trustee that there shall be no violation of any law of
any jurisdiction (including particularly the law of the State) denying or restricting the right of
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banking corporations or associations to transact business as Trustee in such jurisdiction. It is

recognized that in case of litigation under this Ordinance, and, in particular, in case of the
enforcement of any of them on default, or in case the Trustee deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
granted herein to the Trustee or hold title to the properties, in trust, as herein granted, or take any
other action which may be desirable or necessary in connection therewith, it may be necessary
that the Trustee appoint, with the consent of the City, an additional individual or institution as a
separate trustee or co-trustee. The following provisions of this Section are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate
trustee or co-trustee, in the event of the incapacity or lack of authority of the Trustee, by reason
of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and
remedies herein granted to the Trustee or to hold title to the funds, accounts and assets hereunder
or to take any other action which may be necessary or desirable in connection therewith, each
and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate,
title, interest and lien expressed or intended by this Ordinance to be imposed upon, exercised by
or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable
by and vested in such separate trustee or co-trustee, but only to the extent necessary to enable
such separate trustee or co-trustee to exercise such powers, rights, trusts and remedies, and every
covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee
shall run to and be enforceable by either of them. Such separate trustee or co-trustee shall deliver
an instrument in writing acknowledging and accepting its appointment hereunder to the City and
the Trustee.
Should any instrument in writing from the City be required by the separate trustee or co-
trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the City. If the City shall
fail to deliver the same within 15 days of such request, the Trustee is hereby appointed attorney-
in-fact for the City to execute, acknowledge and deliver such instruments in the City’s name and
stead. In case any separate trustee or co-trustee, or a successor to either, shall die, become
incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties
and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and
be exercised by the Trustee until the appointment of a new trustee or successor to such separate
trustee or co-trustee.
No trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder, nor will the act or omission of any trustee hereunder be imputed to any
other trustee.
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ARTICLE VIII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 8.1. Sale of Bonds.
(a) The Bonds are hereby officially sold and awarded and shall be delivered to the
Purchaser, in accordance with the terms and provisions of that certain Private Placement
Agreement (the “Purchase Agreement”) relating to the Bonds between the City and the Purchaser
and dated the date of the passage of this Ordinance. The form and content of such Purchase
Agreement are hereby approved, and the Mayor is hereby authorized and directed to execute and
deliver the Purchase Agreement to the Purchaser. It is hereby officially found, determined and
declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds
shall initially be registered in the name of the Purchaser or its designee.
(b) All officers and officials of the City are authorized to take such actions and to
execute such documents, certificates and receipts, and to make such elections with respect to the
status of the Bonds, as they may deem necessary and appropriate in order to consummate the
delivery of the Bonds. Further, in connection with the submission of the record of proceedings
for the Bonds to the Attorney General of the State of Texas for examination and approval of such
Bonds, the appropriate officer of the City is hereby authorized and directed to issue a check of
the City payable to the Attorney General of the State of Texas as a nonrefundable examination
fee in the amount required by Chapter 1202, Texas Government Code (such amount not to
exceed $9,500).
(c) The obligation of the Purchaser to accept delivery of the Bonds is subject to the
Purchaser being furnished with the final, approving opinion of Vinson & Elkins L.L.P., Bond
Counsel for the City, which opinion shall be dated as of and delivered on the Closing Date.
Section 8.2. Creation of Funds.
(a) The following funds are hereby created and established and shall be maintained
by the Trustee and the City as long as the Parity bonds are outstanding and unpaid to wit:
(b) The creation of the Venue Project Fund (a separate account held by the City and
not part of the Trust Estate) by the City pursuant to the Venue Project Fund Resolution is hereby
reaffirmed, and the City hereby creates the following additional special funds or accounts:
(i) Venue Hotel Occupancy Tax Fund;
(ii) Debt Service Fund;
(iii) Reserve Fund;
(iv) Administrative Expense Fund;
(v) Subordinate Lien Bond Fund; and
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(vi) Maintenance and Operations Fund.
(c) Flow of Funds of the Venue Hotel Tax.
First, all Venue Hotel Tax Revenues received to the Venue Project Fund, which is held
by the City pursuant to Chapter 334, Local Government Code and is not part of the Trust Estate;
Second, to the Venue Hotel Occupancy Tax Fund in the amount provided in Section 8.4;
Third, to the Debt Service Fund, to pay Debt Service on the Parity Bonds, when issued as
authorized by this Ordinance and the ordinances authorizing any Additional Parity Obligations;
Fourth, to the Reserve Fund, if any, for the Additional Parity Bonds until the Reserve
Fund Requirement for the Additional Parity Bonds is met;
Fifth, to the Administrative Expenses Fund in an amount necessary to pay the

Administrative Expenses of which the City has received 30-day actual notice;
Sixth, to the Subordinate Lien Bond Fund for the payment of debt service on any
Subordinate Lien Bond Fund for the payment of debt service on any Subordinate Lien Bonds
issued pursuant to Sections 10.4 and 10.5 herein. Such Fund shall be established pursuant to the
Ordinances authorizing the Subordinate Lien Bonds.
Seventh, to the City for deposit to the Maintenance and Operations Fund until the
Maintenance and Operations Requirement is met; and
Eighth, to the City for any lawful purpose pursuant to Chapter 334.
Section 8.3. Chapter 351 Hotel Occupancy Tax Fund.
(a) On each Chapter 351 Quarterly Payment Date in each Certificate Year, beginning
with the November 15, 2011 Quarterly Payment Date, the City shall transfer 2/7 of the Chapter
351 Quarterly Payment plus additional Chapter 351 Hotel Revenues in the amount of
$157,000.00 (collectively, the “2/7”) to the Trustee for deposit to the Chapter 351 Hotel
Occupancy Tax Fund for the purpose of saving such funds for the payment of Debt Service on
the Parity Certificates in the subsequent Certificate Year. The remaining 5/7 of the Chapter 351
Quarterly Payment minus $157,000.00 (collectively, the “5/7”) received by the City shall be
retained by the City and used for any lawful purpose pursuant to the Ordinance authorizing the
Parity Certificates.
(b) On the Business Day following the Quarterly Payment Date on August 15 of each
Certificate Year, which begins with the Quarterly Payment on August 15, 2011, the Trustee shall
calculate the amount on deposit in the Chapter 351 Hotel Occupancy Tax Fund. Such funds shall
be used to pay Debt Service on the Parity Certificates and Debt Service on the Parity Bonds, if
necessary, pursuant to 8.4 below. Pursuant to the Ordinance authorizing the Parity Certificates,
the City has the option to assess an ad valorem tax to pay Debt Service on the Parity Certificates
such that all or a portion of the amounts in the Chapter 351 Hotel Occupancy Tax Fund would be
available to pay Debt Service on the Parity Bonds, pursuant to 8.4 below.
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Section 8.4. Venue Hotel Occupancy Tax Fund.
(a) On each Quarterly Payment Date in each Bond Year, beginning with the
November 15, 2011 Quarterly Payment Date, the City shall transfer all of the Venue Quarterly
Payment to the Trustee for deposit to the Venue Hotel Occupancy Tax Fund for the purpose of
saving such funds for the payment of Debt Service on the Parity Bonds in the subsequent Bond
Year.
(b) On the Business Day following the Quarterly Payment Date on August 15 of each
Bond Year, beginning with Quarterly Payment on August 15, 2011, the Trustee shall calculate
the amount on deposit in the Venue Hotel Occupancy Tax Fund. If the amount on deposit in the
Venue Hotel Occupancy Tax Fund, taking into account any amounts then on deposit in the
Venue Hotel Occupancy Tax Fund, including investment earnings actually realized (including
accrued interest and amortization of original issue discount or premium) and money deposited in
the Debt Service Fund from the proceeds of the Bonds, if any (with respect to the payment of
Debt Service on the Bonds), is sufficient to pay the Debt Service on the Parity Bonds in the
subsequent Obligation Year, then the Trustee shall deposit an amount equal to the subsequent
Bond Year’s Debt Service requirements on the Parity Bonds to the Debt Service Fund for the
Parity Bonds. For purposes of the calculation made by the Trustee pursuant to this section for
determining the total amount of Debt Service on the Outstanding Parity Bonds in the subsequent
Obligation Year, interest on the Outstanding Bonds shall be assumed to be calculated at the
Interest Rate for the Interest Rate Period then in effect until its expiration and thereafter, shall be
calculated at the LIBOR Rate with an Interest Rate Period of one year; and
(c) After the calculation in (b) above, if the Trustee determines that the combined
amount on deposit in the Venue Hotel Occupancy Tax Fund, taking into account any amounts
then on deposit in the Venue Hotel Occupancy Tax Fund, including investment earnings actually
realized (including accrued interest and amortization of original issue discount or premium) and
money deposited in the Debt Service Fund from the proceeds of the Bonds, if any (with respect
to the payment of Debt Service on the Bonds), is not sufficient to pay Debt Service on the Parity
Bonds in the subsequent Bond Year, then the Trustee shall notify the City of the amount of the
deficit in the Venue Hotel Occupancy Tax Fund.
(d) Upon the Trustee’s notification in (c) above, the Trustee shall transfer all amounts
in the Venue Hotel Occupancy Tax Fund to the Debt Service Fund for the Parity Bonds, on a pro
rata basis based on the Parity Bonds Outstanding. Depending on the City’s instruction to the
Trustee regarding the payment of Debt Service on the Parity Certificates (which instruction shall
be within 15 days of the notification pursuant to the ordinance authorizing the Parity
Certificates), the Trustee shall take the following actions:
(i) If the City elects to levy an ad valorem tax to cover the entirety of the
Debt Service on the Parity Certificates in the subsequent Certificate Year, then all
amounts held in the Chapter 351 Hotel Occupancy Tax Fund shall be transferred to the
Debt Service Fund for payment of the Parity Bonds, on a pro rata basis. The City shall
not be authorized to levy an ad valorem tax to pay any Debt Service on the Parity Bonds.
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(A) If, after the transfers made pursuant to (d)(i), there remains a Debt
Service shortfall on the Debt Service for the Parity Bonds, the Trustee shall
transfer from the 5/7 of the Chapter 351 Quarterly Payment (the “5/7”) on the
next Quarterly Payment Date and each subsequent Quarterly Payment Date, if
necessary, amounts sufficient to cover any remaining Debt Service shortfall on
the Parity Bonds in the subsequent Bond Year, to the Debt Service Fund for the
Parity Bonds. Such transfers shall be made on a pro rata basis to the Parity
Bonds.
(ii) If the City elects to levy an ad valorem tax to cover less than the entirety
of the Debt Service on the Parity Certificates for the subsequent Certificate Year, then the
Trustee shall calculate any remaining Debt Service shortfall on the Parity Certificates
after the application of the ad valorem tax revenues and shall transfer amounts held in the
Chapter 351 Hotel Occupancy Tax Fund to the Debt Service Fund for the Parity
Certificates and the Parity Bonds, on a pro rata basis, respectively, in amounts necessary
to cover the Debt Service shortfall on the Parity Certificates and the Parity Bonds,
respectively, in the subsequent Obligation Year.
(A) If, after the transfers made pursuant to (d)(ii), there remains a Debt
Service shortfall on the Debt Service for the Parity Certificates and the Parity
Bonds, the Trustee shall transfer from the 5/7 of the Chapter 351 Quarterly
Payment on the next Quarterly Payment Date and each subsequent Quarterly
Payment Date, if necessary, amounts sufficient to cover any remaining Debt
Service shortfall on the Parity Certificates and the Parity Bonds, respectively, in
the subsequent Bond Year, to the Debt Service Fund for the Parity Bonds. Such
transfers shall be made on a pro rata basis, to the Parity Bonds, respectively.
(e) If the Trustee determines that, on any Quarterly Payment Date, amounts on
deposit in the Venue Hotel Occupancy Tax Fund are sufficient to pay Debt Service on the Parity
Bonds in the current Bond Year and in the subsequent Bond Year combined, the Trustee shall
transfer the excess amount of the Venue Hotel Tax held pursuant to section (a) above, to the City
to be used for any lawful purpose.
(f) Upon the occurrence of the release of all or a portion of the Venue Hotel Tax
pursuant to (e) above, the Trustee shall not begin transfers pursuant to (a) above until the first
Quarterly Payment Date of the subsequent Bond Year.
Section 8.5. Debt Service Fund.
(a) Money on deposit in the Debt Service Fund shall be used to pay the principal of
and interest on the Parity Bonds as such become due and payable
(b) From time to time as needed to pay the obligations relating to the Bonds, but no
later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw
funds from Debt Service Fund amounts sufficient to pay Debt Service on the Bonds.
(c) If, after the foregoing transfers, there are insufficient funds to make the payments
provided in (a) above, the Trustee shall apply the available funds in the Debt Service Fund first to
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the payment of interest, then to the payment of principal (including any Sinking Fund
Installments).
Section 8.6. Reserve Fund.
(a) There is no Reserve Fund Requirement for the Bonds, and no Reserve Fund will
be funded from proceeds of the Bonds or any other funds. Any Additional Parity Bonds issued
by the City may authorize a Reserve Fund for such Additional Parity Bonds in an amount not to
exceed the Reserve Fund Requirement. All amounts deposited into the Reserve Fund shall be
used for the purpose of making transfers to the Debt Service Fund to pay Debt Service on the
Additional Parity Bonds in the event of any deficiency in the Debt Service Fund.
(b) If, after a Reserve Fund withdrawal pursuant to paragraph (a) above, the amount
on deposit in the Reserve Fund is less than the Reserve Fund Requirement, the Trustee shall
transfer from the Venue Hotel Occupancy Tax Fund the amount of such deficiency pursuant to
the flow of funds above on the 5th Business Day after each Quarterly Payment Date in equal
amounts sufficient to restore the amount on deposit in the Reserve Fund to the Reserve Fund
Requirement over 24 months (the “Replenishment Period”). If there are insufficient funds from
the Venue Hotel Quarterly Payment to make such payments to restore the reserve Fund
requirement on each 5th Business Day after each Quarterly Payment Date, then the City shall
draw from the 5/7 from each Chapter 351 Quarterly Payment in amounts necessary to replenish
the amount in the Reserve Fund to the Reserve Fund Requirement during the Replenishment
Period. Such amounts drawn from the 5/7 shall be transferred to the Trustee for deposit to the
Reserve Fund.
Section 8.7. Maintenance and Operations Fund.
(a) The Maintenance and Operations Fund shall be held by the City and funds in the
Maintenance and Operations Fund shall be disbursed by the City for the payment of: (i) ongoing
operating and maintenance expenditures relating to the Entertainment Venue, (ii) repair and
replacement expenses relating to the Entertainment Venue; or (iii) the payment of Debt Service
on the Parity Bonds.
(b) Subsequent to the transfers of Venue Hotel Tax Revenues pursuant to Section 8.4
herein, the City shall hold funds in the Maintenance and Operations Fund in an amount sufficient
to cause the Maintenance and Operations Fund to satisfy the Maintenance and Operations
Requirement, taking into account any funds on hand in the Maintenance and Operations Fund
that have not been expended by the City for the payment of ongoing operating and maintenance
expenditures relating to the Convention Center. Such transfers pursuant to Section 8.4 shall only
be made to the extent such funds are not required for the payment of Debt Service on the Parity
Bonds or for the payment of Administrative Expenses, and to the extent that the Reserve Fund for
the Additional Parity Bonds, if any, is fully funded in an amount equal to the Reserve Fund
Requirement.
(c) Funds in the Maintenance and Operations Fund may be transferred to the Debt
Service Fund, at the discretion of the City, to be used for the payment of Debt Service on the
Parity Bonds. Should the City elect to use such funds on deposit in the Maintenance and
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Operations Fund for the payment of Debt Service on the Parity Bonds, the City shall transfer
such funds to the Trustee and the Trustee shall deposit such funds into the Debt Service Fund,
pursuant to a Letter of Instructions.
Section 8.8. Administrative Expenses Fund.
(a) Upon receipt of 30-day actual notice of Administrative Expenses due and owing
to any Person under this Ordinance, the City shall direct the Trustee to pay such outstanding
Administrative Expenses to the Person such Administrative Expenses are owed pursuant to a
Letter of Instructions.
(b) On a yearly basis, subsequent to the transfers described in Section 8.4 the Trustee
shall transfer from the Administrative Expenses Fund, an amount required to pay the
Administrative Expenses then due of which the City has 30-day actual notice prior to the due
date thereof.
(c) As identified in the Letter of Instructions, the Trustee shall pay an amount equal
to the Administrative Expenses then due from the Administrative Expenses Fund.
Section 8.9. Security of Funds.
All moneys on deposit in the funds referred to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds, and moneys on deposit in such funds shall be used only for the purposes permitted
by this Ordinance.
Section 8.10. Deposit of Proceeds.
(a) All proceeds of the Bonds received on the Closing Date as accrued interest on the
Bonds from the Bond Date to the Closing Date, if any, shall be deposited to the Debt Service
Fund.
(b) _______________ of proceeds of the Bonds shall be deposited with the Paying
Agent/Registar for the Refunded Bonds and shall be used to pay in full the Outstanding Refunded
Bonds.
(c) The remaining proceeds of the Bonds received on the Closing Date shall be used
to pay the costs of issuance of the Bonds. Any amounts not needed for the payment of costs of
issuance shall be deposited to the interest and sinking fund.
(d) _______________ of funds held by the Trustee in the Venue Hotel Occupancy
Tax Fund pursuant to the Ordinances authorizing the Series 2009 Bonds, the Series 2009A Bonds
and the 2010 Bonds for payment of Debt Service on the Series 2009 Bonds, Series 2009A Bonds
and Series 2010 Bonds, shall be transferred to the Venue Hotel Occupancy Tax Fund established
pursuant to Section 8.4 of this Ordinance to be held by the Trustee for the payment of Debt
Service on the Parity Bonds in the Bond Year beginning October 1, 2011. The remainder of the
funds held by the Trustee in the Venue Hotel Occupancy Tax Fund pursuant to the Ordinances
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authorizing the Series 2009 Bonds, Series 2009A Bonds and Series 2010 Bonds shall be
transferred to the City and used for any purpose permitted by the Act.
Section 8.11. Investments.
(a) Money in any fund or account created hereunder at the option of the City, may be
invested in such securities or obligations as permitted under Applicable Law. All investments
shall be made by the Trustee pursuant to a Letter of Instructions which Letter of Instructions shall
be in accordance with Applicable Law and the City’s investment policy approved by the City
Council from time to time. Such investments shall mature in such amounts and at such times as
may, in the judgment of the Authorized Officer executing such Letter of Instructions, be
necessary to provide funds when needed to make timely payments from such fund or account. In
order to avoid loss in the event of a need for funds, the City may, in lieu of a liquidation of
investments in the fund or account needing funds, exchange such investments for investments in
another fund or account that may be liquidated at no, or at a reduced, loss. In the event that the
City fails to provide the Trustee with a Letter of Instructions regarding the investment of monies
in any fund or account created hereunder, the Trustee is authorized to invest such funds in the
Wells Fargo Advantage 100% Treasury Money Market Fund.
(b) Except as otherwise provided in this Ordinance, obligations purchased as an

investment of moneys in any fund or account or subaccount created in or confirmed by this
Ordinance shall be deemed at all times to be a part of such fund or account and, except to the
extent otherwise provided in this Ordinance, the income or interest earned, profits realized or
losses suffered by a fund or account due to the investment thereof shall be retained in, credited or
charged, as the case may be, to such fund or account
Section 8.12. Control and Delivery of Bonds.
(a) The Mayor of the City is hereby authorized to have control of the Initial Bond and
all necessary records and proceedings pertaining thereto pending investigation, examination and
approval of the Attorney General of the State of Texas, registration by the Comptroller of Public
Accounts of the State and registration with, and initial exchange or transfer by, the Paying
Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Purchaser under and subject to the general supervision and direction of the
Mayor, and pursuant to Section 3.10 herein.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed
by the Mayor and City Secretary, respectively.
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ARTICLE IX
INVESTMENTS
Section 9.1. Investments.
(a) Money in the funds and accounts created by this Ordinance, at the option of the
City, may be invested in such securities or obligations as permitted under applicable law as in
effect on the date of the investment.
(b) Any securities or obligations in which money so invested shall be kept and held in
trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely
applied to the making of all payments required to be made from the fund from which the
investment was made.
Section 9.2. Investment Income.
Interest and income derived from investment of any fund created by this Ordinance shall
be credited to such Fund.
ARTICLE X
ADDITIONAL BONDS
Section 10.1. No Prior Lien Bonds.
The City hereby covenants that it will not issue or have outstanding any additional bonds
or other obligations payable from and secured by a lien on and pledge of the Pledged Special
Taxes that is senior to the lien security for the Parity Bonds.
Section 10.2. Refunding Bonds.
The City expressly reserves the right to issue refunding bonds to refund all or a portion of
the Parity Bonds. Such refunding bonds may be secured by a lien on the Pledged Special Taxes
on a parity with or subordinate to the lien securing the Parity Bonds.
Section 10.3. Additional Parity Bonds Secured by the Pledged Special Taxes.
The City has reserved and retained the right to issue or incur additional bonds secured in
whole or in part by a parity lien on the Pledged Special Taxes (the “Additional Parity Bonds”);
provided, however, that no Additional Parity Bonds may be issued without the consent of the
Purchaser. Upon the refunding of the Refunded Bonds, there will be no Additional Parity Bonds
outstanding.
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Section 10.4. Additional Bonds Secured by the Venue Hotel Tax
The City has reserved and retained the right to issue or incur additional bonds secured in
whole or in part by a parity lien on the Venue Hotel Tax provided, however, that no bonds with a
parity lien on the Venue Hotel Tax may be issued without the consent of the Purchaser.
Section 10.5. Other Additional Bonds Secured by the Chapter 351 Hotel Taxes.
The City reserves the right to issue additional bonds secured in whole or in part by a lien
junior and subordinate to the lien on the Chapter 351 Hotel Taxes securing payment of the Parity
Bonds, including bonds to refund such junior lien bonds. Such additional junior lien bonds
secured by the Chapter 351 Hotel Tax may also contain a pledge of other lawfully available
revenues of the City.
Section 10.6. Parity Certificates.
The City has issued its Combination Tax and Hotel Occupancy Tax Revenue Certificates
of Obligation, Series 2009 (the “Parity Certificates”) with a pledge of the Chapter 351 Hotel Tax
that is on a parity with the pledge of the Chapter 351 Hotel Tax securing the Parity Bonds. In the
Ordinance authorizing the Parity Certificates, the City has retained the right to issue additional
parity obligations containing a parity pledge of the Chapter 351 Hotel Tax.
Section 10.7. Other Additional Bonds Secured by the Venue Hotel Taxes.
The City reserves the right to issue or incur additional bonds secured in whole or in part
by a lien junior and subordinate to the lien on the Venue Hotel Taxes securing payment of the
Parity Bonds (the “Subordinate Lien Bonds”), including bonds to refund such Subordinate Lien
Bonds; provided, however, that no Subordinate Lien Bonds may be issued without the consent of
the Purchaser. Such additional junior lien bonds secured by the Venue Hotel Tax may also
contain a pledge of other lawfully available revenues of the City.
ARTICLE XI
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 11.1. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Debt Service Fund, money sufficient to pay such interest on and principal of the Bonds as will
accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
Section 11.2. Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond. The City is duly
authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the
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creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the
hands of the Owners thereof are and will be valid and enforceable obligations of the City in
accordance with their terms.
(b) The City will provide the Bank with prompt notification of (i) the occurrence of
any Event of Default, specifying the details of such Event of Default and the action that the City
proposes to take with respect thereto; (ii) notice of the (x) existence and status of any litigation
which individually or in the aggregate could, in the event of an unfavorable outcome, have a
Material Adverse Effect or (y) passage of any state or local ordinance, law or rule not of general
applicability to all Persons, either of which could reasonably be expected to have a Material
Adverse Effect, (iv) any change in any material fact or circumstance represented or warranted in
this Ordinance, and (v) copies of any reports delivered or received by it from any rating agency
with respect to the Bonds.
(c) The City shall maintain proper books of record and account, in which full, true
and correct entries prepared in accordance with generally accepted accounting principles shall be
made of all financial transactions and matters involving the assets and business of the City, as the
case may be.
(d) The City will furnish to the Bank such information regarding the financial
condition, results of operations, or business of the City pursuant to the City’s obligation to make
payments on the Bonds, as the Bank may reasonably request and will permit any officers,
employees, or agents of the Bank to visit and inspect during normal hours of operation any of the
properties of the City and to discuss matters reasonably pertinent to an evaluation of the City’s
ability to make payment on the Bonds, all at such reasonable times as the Bank may reasonably
request. All information received by or provided to the Bank pursuant to this Ordinance, unless
otherwise made public by the City, will be held as confidential information by the Bank.
(e) The City shall not use the proceeds of Bonds, whether directly or indirectly, and
whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose, in each case in violation of, or for a purpose which violates,
or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal
Reserve System.
(f) The City will pay all the indebtedness and obligations of the City promptly and in
accordance with its terms and pay and discharge or cause to be paid and discharged promptly all
taxes, assessments, and governmental charges or levies imposed upon it, or upon any of its
property, real, personal, or mixed, or upon any part thereof, before the same shall become in
default, except for those matters which are reasonably being contested in good faith by
appropriate action or proceedings or for which the City has established adequate reserves in
accordance with generally accepted accounting principles.
(g) In the event that any Bond is not paid at maturity, the City shall as quickly as
possible take all action reasonably necessary to allow payment from the Pledged Funds and the
proceeds from refunding bonds.
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(h) The City shall comply with all laws, ordinances, orders, rules, and regulations
(including, without limitation, any applicable environmental law, ordinance, order, rule or
regulation) of duly constituted public authorities which if not complied with would have a
Material Adverse Effect on the City’s ability to perform its obligations hereunder.
(i) The City shall comply with the provisions of the Public Funds Investment Act
(Tex. Gov’t Code Ann. Chapter 2256) and its investment policy.
(j) The City shall maintain insurance with responsible insurance companies, or may
self-insure, against such risks and in such amounts as is customarily maintained by similar
entities, or as may be required by applicable law.
(k) The City shall maintain all licenses and permits material to the operations of the
City.
(l) The City shall execute, acknowledge where appropriate, and deliver, and cause to
be executed, acknowledged where appropriate, and delivered, from time to time promptly at the
request of the Bank all such instruments and documents as in the reasonable judgment of the
Bank are necessary or advisable to carry out the intent and purpose of this Ordinance.
Section 11.3. Reporting Requirements. The City shall provide to the Purchaser the
following:
(a) Audited financial statements to the Purchaser within 270 days of its fiscal year
end.
(b) Approved Annual Budget of the City within 30 days of approval by the City
Council and in no event any later than 30 days subsequent to the City’s fiscal year end.
(c) Quarterly report detailing the collections of the Venue Hotel Tax and the Chapter
351 Hotel Tax, in a form and content acceptable to the Purchaser.
(d) Within 10 business days of its posting, copies of any prospectus, offering
memorandum or official statement relating to debt that contains a pledge of the Pledged Special
Taxes.
ARTICLE XII
DEFAULT AND REMEDIES
Section 12.1. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
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(ii) default in the performance or observance of any other covenant,

agreement or obligation of the City, which default materially and adversely affects the
rights of the Owners, including but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 30 days after
notice of such default is given by any Owner to the City.
(iii) the City shall commence a voluntary case or other proceeding seeking (a)
liquidation, reorganization or other relief under any bankruptcy, insolvency or other
similar law now or hereafter in effect, to adjudicate it insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading denying the
material allegations of any such proceeding filed against it, or (b) the appointment of a
receiver, liquidator, custodian, or other similar official with respect to the City, or shall
consent to or acquiesce in such relief or the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it; or (c) the
City shall make a general assignment for the benefit of creditors or shall fail to generally
pay its debts as they become due.
(iv) a debt moratorium, debt restructuring, debt adjustment or comparable

restriction is imposed on the repayment when due and payable of the principal of or
interest on any obligation secured by a lien, charge or encumbrance upon the Special
Pledged Taxes or Pledged Funds.
(v) the City shall have failed to deposit with the Trustee pursuant to Article
VIII herein, funds sufficient to pay Debt Service on the Bonds due in any Bond Year by
December 31 of such Bond Year;
(vi) the City’s credit rating is downgraded below BBB or Baa3 by Standard &
Poor’s Rating Services or Moody’s Investor Service, Inc.
Section 12.2. Remedies for Default.
(a) Upon the happening and continuance of any of the Events of Default described in
Section 12.1:
(i) The Trustee shall transfer all amounts representing Venue Hotel Tax
Revenues received from the City that are held by the Trustee and any Chapter 351 Hotel
Tax Revenues that are held by the Trustee to the Debt Service Fund immediately as
received, and shall discontinue transfers to any other funds, accounts or subaccounts
under Article IX until such default has been cured in full and all payments of Debt
Service on Outstanding Parity Bonds are made current; in the event Venue Hotel Tax
Revenues and Chapter 351 Hotel Tax Revenues held by the Trustee are not adequate to
cure each and every default, the available Venue Hotel Tax Revenues and any Chapter
351 Hotel Tax Revenues held by the Trustee shall be applied, on a pari passu basis to the
payment of Debt Service on the Parity Certificates (with respect to the Chapter 351 Hotel
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Tax Revenues) and the Parity Bonds (with respect to both the Chapter 351 Hotel Tax
Revenues and the Venue Hotel Tax Revenues);
(ii) The Owners of at least 25% of the principal amount of the Parity Bonds
then Outstanding, may proceed against the City for the purpose of protecting and
enforcing the rights of the Owners under this Ordinance, by action seeking mandamus or
by other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief to the extent permitted by Applicable Law, including, but not
limited to, the specific performance of any covenant or agreement contained herein, or
injunction; provided, however, that the maturity of the Parity Bonds shall not be subject
to acceleration upon the occurrence of an Event of Default hereunder.
(b) From and after the 30th day after the occurrence of an Event of Default (for which
a remedy is required or is sought under either subsection (a)(i) or (a)(ii) of this Section 12.2,
above) and such Event of Default has been cured, the City shall be restored to its former position
under this Ordinance prior to the occurrence of such Event of Default so long as no other Event
of Default shall have occurred. Any proceedings theretofore commenced for relief shall be
abandoned and dismissed within 30 days after such Event of Default has been cured.
(c) Notwithstanding any provision herein, upon the occurrence of an Event of Default
hereunder or an event of default, amounts on deposit in the Project Fund, and any earnings
thereon, shall be maintained in the Project Fund and shall be applied to the payment of Project
Costs in accordance with Section 8.8.
Section 12.3. Restriction on Owner’s Action.
(a) Except to enforce the rights given under Section 12.3(b), no Owner of any Parity
Bonds shall have any right to institute any action, suit or proceeding at law or in equity for the
enforcement of this Ordinance or for the execution of any trust thereof or any other remedy
hereunder, unless (a) a default has occurred and is continuing of which the Trustee has been
notified in writing as provided in Section 7.1(b), or of which by such Section it is deemed to have
notice, (b) such default has become an Event of Default and the Owners of 25% of the aggregate
principal amount of Parity Bonds then Outstanding have made written request to the Trustee and
offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or
to institute such action, suit or proceeding in its own name, (c) the Owners have offered to the
Trustee indemnity as provided in Section 7.6, (d) the Trustee has for 60 days after such notice
failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit or
proceeding in its own name, (e) no direction inconsistent with such written request has been
given to the Trustee during such 60 day period by the Owners of a majority of the aggregate
principal amount of the Parity Bonds Outstanding, and (f) notice of such action, suit or
proceeding is given to the Trustee; no one or more Owners of the Parity Bonds shall have any
right in any manner whatsoever to affect, disturb or prejudice this Ordinance by its, his or their
action or to enforce any right hereunder except in the manner provided herein, and that all
proceedings at law or in equity shall be instituted and maintained in the manner provided herein
and for the equal benefit of the Owners of all Parity Bonds then Outstanding. The notification,
request and offer of indemnity set forth above shall, at the option of the Trustee, be conditions
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precedent to the execution of the powers and trusts of this Ordinance and to any action or cause
of action for the enforcement of this Ordinance or for any other remedy hereunder.
(b) Nothing in this Ordinance shall affect or impair the right of any Owner to enforce,
by action at law, payment of any Parity Bonds at and after the maturity thereof, or on the date
fixed for redemption or the obligation of the City to pay each Parity Bonds issued hereunder to
the respective Owners thereof at the time, place, from the source and in the manner expressed
herein and in the Parity Bonds.
In case the Trustee or any Owners shall have proceeded to enforce any right under this
Ordinance and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such case
the City, the Trustee, and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 12.4. Effect of Waiver.
No delay or omission of the Trustee, or any Owner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and remedy given by this
Ordinance to the Trustee, and the Owners, respectively, may be exercised from time to time and
as often as may be deemed expedient.
Section 12.5. Evidence of Ownership of Bonds.
(a) Any request, consent, revocation of consent or other instrument which this
Ordinance may require or permit to be signed and executed by the Owners of Bonds may be in
one or more instruments of similar tenor, and shall be signed or executed by such Owners in
person or by their attorneys appointed in writing. Proof of the execution of any such instrument,
or of any instrument appointing any such attorney, or the holding by any person of the Parity
Bonds shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly
provided) if made in the following manner:
(i) The fact and date of the execution by any Owner of Parity Bonds or his or
her attorney of such instruments may be provided by a guarantee of the signature thereon
by a bank or trust company or by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds, that the person signing such request or
other instrument acknowledged to him the execution thereof, or by an affidavit of a
witness of such execution, duly sworn to before such notary public or other officer.
Where such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such signature
guarantee, certificate or affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of registered Parity Bonds and the amount, numbers and
other identification and date of holding the same shall be proved by the Register.
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(b) Except as otherwise provided in Section 12.4 with respect to revocation of a

consent, any request or consent by a Owner of Parity Bonds shall bind all future Owners of the
same Parity Bonds in respect of anything done or suffered to be done by the City, the Trustee or
the Paying Agent/Registrar in accordance therewith.
Section 12.6. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other

available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XIII
AMENDMENTS OF ORDINANCE
Section 13.1. Limitations on Modifications.
This Ordinance shall not be modified or amended in any respect except as provided in
and in accordance with and subject to the provisions of this Article.
Section 13.2. Powers of Amendment.
The City may, without the consent of or notice to any Owners, but with the consent of the
Purchaser, from time to time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency,
or format defect or omission herein or to make clear the intent of the City with respect to the
provisions herein. In addition, the City may, with the written consent of Owners holding a
majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend,
add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of
all Owners of Outstanding Parity Bonds, no such amendment, addition, or rescission shall (1)
extend the time or times of payment of the Debt Service on the Parity Bonds, reduce the
principal amount or Maturity Amounts thereof, the redemption price of the Bonds, or the rate of
interest thereon, or in any other way modify the terms of payment of the Debt Service on the
Bonds or the security for the Bonds, (2) give any preference to any Bonds over any other Parity
Bonds, or (3) reduce the aggregate principal amount of the Bonds required for consent to any
such amendment, addition, or rescission.
Section 13.3. Consent of Owners.
The City may at any time adopt an amendment to this Ordinance making a modification
or amendment permitted by the provisions of Section 13.2, to take effect when and as provided
in this Section. A copy of such amendment (or brief summary thereof or reference thereto),
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together with a request for consent, addressed to each Owner whose consent is required, shall
promptly after adoption be mailed by the City to the appropriate Owners (but failure to mail such
copy and request shall not affect the validity of the amendment to the Ordinance when consented
to as herein provided). Such amendment shall not be effective unless and until the City shall
have received the written consents and the proper Owners having the percentages specified in
Section 13.2. Any such consent shall be continuously binding upon the Owner giving such
consent and upon any subsequent Owner thereof and of any Parity Bonds issued in exchange
therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent
is revoked in writing by the Owner giving such consent or a subsequent Owner thereof by filing
with the City, prior to the time action is taken in response to such consents. At any time
thereafter notice, stating in substance that the amendment has been consented to by the Owners
of the required percentages of Parity Bonds and will be effective as hereinafter provided, shall be
given to the Owners (whose consent was required) by the City by mailing such notice to such
Owners (but failure to mail such notice shall not prevent such amendment from becoming
effective and binding). The amendment shall be deemed conclusively binding upon the City, the
Trustee, the Paying Agent/Registrar, and all Owners at the expiration of 30 days after the mailing
by the City of such last mentioned notice, except in the event of a final decree of a court of
competent jurisdiction setting aside such amendment in a legal action or equitable proceeding for
such purpose commenced within such 30 day period; provided, however, that the City, the
Paying Agent/Registrar, and the Trustee during such 30 day period and any such further period
during which any such action or proceeding may be pending shall be entitled in their reasonable
discretion to take such action, or to refrain from taking such action, with respect to such
amendment as they may deem expedient.
Section 13.4. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each registered
owner of Owners at the address, if any, appearing upon the Register.
Section 13.5. Amendments by Unanimous Consent.
Subject to any limitations contained or rights reserved in an amendment to this

Ordinance, the rights and obligations of the City, and the Owners of each of the Parity Bonds,
and the terms and provisions of this Ordinance may be modified or amended in any respect upon
the adoption of an amendment to this Ordinance by the City with the consent of all Owners of
each of the Parity Bonds Outstanding, such consent to be given as provided in Section 13.4.
Section 13.6. Exclusion of Bonds.
The Parity Bonds owned or held by or for the account of the City will not be deemed
Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds
provided for in this Ordinance, and the City shall not be entitled with respect to such Bonds to
give any consent or take any other action provided for in this Ordinance.
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ARTICLE XIV
DISCHARGE
Section 14.1. Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted by

applicable law.
ARTICLE XV
PAYMENT OF REFUNDED BONDS; REDEMPTION OF REFUNDED BONDS
Section 15.1. Discharge
Upon the deposit of Bond proceeds with the Payment Agent/Registrar for the payment of
the Refunded Bonds, all obligations of the City with respect to the Refunded Bonds shall be
discharged.
Section 15.2. Redemption of Refunded Bonds.
The City hereby calls the Refunded Bonds for redemption prior to maturity on the dates
and at the prices set forth in Schedule I attached hereto. Following the deposit with the Paying
Agent/Registrar for the Refunded Bonds, as herein specified, the Refunded Bonds shall be fully
discharged and shall cease to be payable from the Pledged Special Taxes.
Section 15.3. Notice of Deposit and Redemption.
The Secretary of the City is hereby authorized to cause notice of redemption to be given
to the respective paying agent/registrar for the Refunded Bonds by delivery of a certified copy of
this Ordinance. The paying agent/registrar for the Refunded Bonds is hereby authorized and
directed to give notice of deposit and notice of redemption with respect to the Refunded Bonds
as required under the ordinances pursuant to which the Refunded Bonds were issued.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
Section 16.1. Notices.
Any notice, request, demand, communication or other paper hereunder shall be

sufficiently given and shall be deemed given to the respective party when addressed and actually
delivered, as follows:
To the City: City of Irving, City Hall

825 Irving Blvd.
Irving, Texas 75060
Attention: City Manager
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With copies to: Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attn: Robert R. Collins III
To the Trustee: Wells Fargo Bank, National Association

Corporate Trust
1445 Ross Avenue, 2nd Floor
MAC T5303-021
Dallas, Texas 75202
Attn: Amy Perkins
To the Purchaser: Bank of America, N.A.

901 Main Street, 11th Floor
Dallas, Texas 75202
Attention: Mike Feist
Telephone: (214) 209-3217
Telecopy: (972) 728-9590
Each party may designate further or different addresses to which subsequent notices, certificates
or other communications shall be sent.
Section 16.2. Indemnification
To the extent permitted by law, the City will indemnity the Purchaser and its respective
affiliates and their partners, directors, officers, employees, agent and advisors from and against all
losses, claims, damages, liabilities and expenses arising out of or relating to the Bonds, the use of
bond proceeds, including, but not limited to reasonable attorneys’ fees (including the allocated
cost of internal counsel) and settlement costs. This indemnification shall survive and continue for
the benefit of all such persons; provided, however, that the City shall not be required to
indemnify any indemnified part for any claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent such losses, claims, damages, liabilities, cost of expenses as
determined by a court of competent jurisdiction by final and non-appealable judgment to have
resulted from the negligence or willful misconduct of such indemnified party.
Section 16.3. Waiver of Sovereign Immunity
Pursuant to Section 1371.059, Texas Government Code as amended, the City waives
sovereign immunity from suit and liability for purposes of adjudicating a claim to enforce its
duties and obligations under this Ordinance or for damages under this Ordinance.
Section 16.4. Conflicts.
All ordinances, orders, actions or other proceedings of the City hereto adopted or taken
which are in conflict herewith are repealed to the extent of any such conflict.
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APPROVED AND ADOPTED this __________ day of _______________, 2011.
___________________________________
Mayor, City of Irving, Texas
ATTEST:
___________________________________
City Secretary
City of Irving, Texas
___________________________________
City Attorney
City of Irving, Texas
Signature Page for Ordinance

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SCHEDULE I
Schedule of Refunded Bonds
Hotel Occupancy Tax Revenue Bonds, Taxable Series 2009
Maturities
Original Original to be
Dated Date Principal Amount Refunded
03/04/2009 $6,000,000 08/15/2014

07/17/2009 2,000,000 08/15/2014
The 2014 maturities will be redeemed prior to original maturity on ______________ at a price of
par.
Hotel Occupancy Tax Revenue Bonds, Taxable Series 2009A
Maturities
08/26/2009 $8,000,000 08/15/2019*
The 2019 maturity will be redeemed prior to original maturity on ______________ at a price of
par.
* Represents a Term Bond with mandatory sinking fund payments on August 15, 2011 - 2018,
and a final maturity on August 15, 2019.
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Hotel Occupancy Tax Revenue Bonds, Taxable Series 2010
Maturities
02/04/2010 $9,000,000 08/15/2029*
The 2029 maturity will be redeemed prior to original maturity on ______________ at a price of
par.
* Represents a Term Bond with mandatory sinking fund payments on August 15 in the years
2011-2028 and a final maturity on August 15, 2029.
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TRUSTEE’S ACCEPTANCE OF TRUST AND DUTIES
The Trustee, acting by and through the below named duly authorized officer, hereby
accepts the trusts imposed by this Ordinance and agrees to perform the duties of Trustee
hereunder, but only upon and subject to the express terms and conditions herein.
Dated: ___________________ WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee
By: _____________________________
Title: _____________________________
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Attachment: ZoningCases&CompanionItems (3875 : ZCaseAndCompItem)
8
AGENDA ITEM SUMMARY

Recommending Department: Planning & Inspections LSR No: N/A
Ordinance -- Zoning Case #ZC10-0042 - Granting S-P-2 (Generalized Site

Plan) for R-6 (Single Family) Uses - Approximately 20.15 Acres Located
South of Belt Line Road and East of North Lake Road - Signagepoint
Properties, LLC, Applicant.
2. Planning and Zoning Commission Hearing Date and Recommendation: March 21,
2011 – Postpone to April 4, 2011. The April 4, 2011 recommendation will be
provided to the City Council at the April 6, 2011 work session.
3. The Comprehensive Plan recommends Single Family-Low Density Residential uses
for this property. This request is in conformance with the Comprehensive Plan.
4. The property is currently undeveloped and zoned R-40 (Single Family) since its
annexation in 1973. The applicant is seeking to develop the property with sixty
single family homes, two open space areas and a religious facility.
5. While water and sewer services will be accessed from the south through the City of
Irving, the only way to access the site is by North Lake Road, which is a City of
Dallas street. The developer is aware of the issues with access to the property and
has chosen to bring access through another city, rather than through the City of
Irving.
6. Roadway issues are normally addressed during the platting process; however, the
City of Irving has no jurisdiction over North Lake Road. Since the ability to develop
the subject property at the requested density is dependent on improvements to
North Lake Road being first constructed and accepted by the City of Dallas,
stipulations regarding North Lake Road are a zoning issue.
7. Staff believes that the City’s ability to provide service at the proposed density
requires that the road be constructed to a standard acceptable by the City of Irving
and the City of Dallas and that it be built in a timely fashion. Staff requested and has
obtained a letter from the City of Dallas stating that they would have no objection to
North Lake Road being designed and constructed by the developer in a manner
consistent with both cities’ requirements - specifically, the City of Irving stipulation
that North Lake Road be constructed as a 4-lane divided road, with 12 foot wide
lanes. The City of Dallas requires design and construction to meet all City of Dallas
requirements.
8. A note on the site plan stipulates that no building permits shall be issued for any
habitable structures until these improvements to North Lake Road are constructed
and accepted by the City of Dallas.
9. The City of Irving will provide all utilities and services.
10. Even though there is only one point of access, the fire department can support this
Packet Pg. 128

8
request because:
• No more than 60 homes and 1 commercial structure will be built.
• All homes will include a fire sprinkler system.
• North Lake Road will be a 4-lane divided road.
• “Street A” at the beginning of the subdivision will have 37 foot wide pavement.
11. The notes on the site plan require all homes to be a minimum of 2,000 square feet
with 80% of the exterior being brick, stone or stucco. If stucco is the primary
material, a tile roof is required.
12. All other requirements of the R-6 district will be met. Platting will be required prior to
development.
13. A 1.5 acre tract surrounded by the development will be given access on North Lake
Road via a 16-foot access easement.
14. Public notices were sent to fourteen (14) property owners, with no letters in support
or opposition received.
Recommendation
• Contract Required: N/A • Review Completed By: N/A
• Previous Action: N/A • Council Action: N/A
ATTACHMENTS:
• D: Letter from City of Dallas (PDF)
• E: Vicinity Map (PDF)
• F: Surrounding Zoning Map (PDF)
• G: Property Owner Notification Map and List (PDF)
• H: Site Plan (PDF)
• B:City Council Memo (PDF)
• A: "Exhibit A" - Metes and Bounds (PDF)
• C: March 21, 2011 Planning and Zoning Meeting Minutes (PDF)

NONE
Prepared: 3/8/2011 09:01 AM by Sharon Brown
-2-
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8
ZONING CASE NO. ZC10-0042

ZONING CLASSIFICATION – S-P-2
AN ORDINANCE AMENDING ORDINANCE NO. 1144, THE 1964 COMPREHENSIVE ZONING

ORDINACE OF THE CITY OF IRVING, TEXAS, GRANTING A ZONING CHANGE ON A
TRACT OF LAND DESCRIBED AS: A TRACT OF LAND OUT OF THE JACOB G. CARLOCK
SURVEY, ABSTRACT NO. 312, AND THE JOHN C. COOK SURVEY, ABSTRACT NO. 315,
AND LOCATED SOUTH OF BELT LINE ROAD AND EAST OF NORTH LAKE ROAD, MORE
FULLY AND COMPLETELY DESCRIBED IN EXHIBIT A ATTACHED HERETO; ORDERING A
CHANGE IN THE USE OF SAID PROPERTY FROM R-40 SINGLE FAMILY DISTRICT USE
UNDER ORDINANCE NO. 1144, AS AMENDED TO S-P-2 SITE PLAN DISTRICT USE FOR R-6
USES UNDER ORDINANCE NO. 1144, AND ACCORDING TO THE SITE PLAN ATTACHED
HERETO AND MADE A PART HEREOF; PROVIDING FOR SPECIAL CONDITIONS AND
REGULATIONS RELATIVE TO LAND USE; CORRECTING THE OFFICIAL ZONING MAP
ATTACHED TO ORDINANCE NO. 1144; PRESERVING ALL OTHER PORTIONS OF THE
ZONING ORDINANCE; DETERMINING THAT THE CHANGE IS IN ACCORDANCE WITH A
COMPREHENSIVE PLAN FOR THE PURPOSE OF PROMOTING THE PUBLIC INTEREST,
MORALS AND GENERAL WELFARE; PROVIDING THAT THIS ORDINANCE DOES NOT
REPEAL OTHER PROVISIONS OF THE ZONING ORDINANCE EXCEPT IN CASES OF DIRECT
CONFLICT; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING A PENALTY.
WHEREAS, applications were made to amend the 1964 Official Zoning Map, City of Irving,
Texas, attached to the 1964 Comprehensive Zoning Ordinance of the City of Irving, Texas, passed on
November 5, 1964, by making applications for same with the Planning and Zoning Commission of the
City of Irving, Texas, as required by State Statutes and the Zoning Ordinance of the City of Irving,
Texas, and all the legal requirements, conditions and prerequisites having been complied with, the cases
having come before the City Council of the City of Irving, Texas, after all legal notices, requirements,
conditions and prerequisites having been complied with; and
WHEREAS, the City Council o the City of Irving, Texas, at a public hearing called at a regular
session of the City Council did consider the following factors in making a determination as to whether
these requested changes should be granted or denied; safety of the motoring public and the pedestrians
using the facilities in the area immediately surrounding the sites; safety from fire hazards and measures
for fire control; protection of adjacent property from flood or water damages; noise producing elements
and glare of the vehicular and stationary lights and effect of such lights on established character of the
neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent
property; street size and adequacy of width for traffic reasonably expected to be generated by the
proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by
requirements of this ordinance for off-street parking facilities; location of ingress and egress points for
parking and off-street loading spaces; protection of public health by surfacing on all parking areas to
control dust; the effect on the promotion of health and the general welfare; effect on light and air; the
effect on the overcrowding of the land; the effect on the concentration of population; the effect on the
transportation, water, sewers, schools, drainage and surface water, parks and other public facilities; and
-1-
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8
WHEREAS, the City Council of the City of Irving, Texas, further considered among other
things the character of the district and its peculiar suitability for particular uses and with a view to
conserve the value of buildings and encourage the most appropriate use of land throughout the City;
and
WHEREAS, the City Council of the City of Irving, Texas, does find that there is a public
necessity for the zoning change, that the public demands it, that the public interest clearly requires the
amendment, that the zoning change does not unreasonably invade the rights of those who bought or
improved property with reference to the classification which existed at the time their original
investment was made; and
WHEREAS, the City Council of the City of Irving, Texas, does find that the change in zoning
helps lessen the congestion in the streets; helps secure safety from fire, panics, floods, and other
dangers; promotes health and the general welfare; provides adequate light and air; prevents the
overcrowding of land; avoids undue concentration of population; facilitates the adequate provisions of
transportation, water, sewers, schools, drainage and surface water, parks and other public requirements;
and
WHEREAS, the City Council of the City of Irving, Texas, does find that there is a need for this
change in zoning and that there has been a change in conditions in the property adjacent to and in the
surrounding area of the subject tract, therefore allowing and requiring this zoning change; and
WHEREAS, the City Council of the City of Irving, Texas, does find that this change in zoning
under a site plan district for use as R-6 uses with a site plan attached will further lessen the congestion
in the streets; help secure safety from fire, panics, floods, and other dangers; promote health and
general welfare; provide adequate light and air; prevent the overcrowding of land; avoid undue
concentration of population; facilitate the adequate provisions of transportation, water, sewers, schools,
drainage and surface water, parks and other public requirements;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION 1. That City of Irving Ordinance No. 1144 being the 1964 Comprehensive Zoning
Ordinance of the City of Irving, Texas, passed on November 5, 1967, be, and the same is amended and
changed in that the use of the property described in the attached Exhibit A which is presently zoned R-
40 Single Family District Use under Ordinance No. 1144, is changed to S-P-2 Site Plan District Use for
R-6 uses under Ordinance No. 1144, subject to all the requirements of Ordinance No. 1144 and subject
to all the requirements and conditions of Section 1-A of this ordinance.
SECTION 1-A. That the district use on the property described in Exhibit A is hereby approved
and granted upon the following express conditions:
(1) That development and use shall be in conformance with the site plan attached hereto and
made a part hereof for all purposes.
(2) A true copy of the site plan attached hereto shall be retained by the Department of Planning
and Inspections of the City of Irving.
-2-
Packet Pg. 131
8
(3) That all means of ingress and egress shall be approved by the Department of Public Works
and the City of Irving.
(4) That all paved areas, permanent drives, streets, and drainage structures, if any, shall be
constructed in accordance with the standard City of Irving specifications adopted for such purpose, and
the same shall be done to the satisfaction of the Department of Public Works of the City of Irving.
The above requirements shall not be construed as conditions precedent to the granting of a
zoning change, but shall be construed as conditions precedent to the granting of a building permit
and/or certificate of occupancy.
SECTION 2. The City Planner is hereby directed to correct the Official Zoning Maps of the
City of Irving, Texas, attached to Ordinance No. 1144.
SECTION 3. That in all other respects the use of the tract or tracts of land hereinabove
described shall be subject to all the applicable regulations contained in said City of Irving Zoning
Ordinance and all other applicable and pertinent ordinances of the City of Irving.
SECTION 4. That the zoning regulations and districts as herein established have been made in
accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the
general welfare of the community. They have been designed, with respect to both present conditions
and the conditions reasonably anticipated to exist in the foreseeable future, to lessen congestion in the
streets; to secure safety from fire, panic, flood, and other dangers; to promote health and the general
welfare; to provide adequate light and air; to prevent the overcrowding of land; to avoid undue
concentration of population; to facilitate the adequate provision of transportation, water, sewers,
schools, drainage and surface water, parks and other public requirements, and to make adequate
provisions for the normal business, commercial needs and development of the community. They have
been made with reasonable consideration, among other things, for the character of the district, and its
peculiar suitability for the particular uses and with a view of conserving the value of buildings and
encouraging the most appropriate use of land throughout the community.
SECTION 5. This ordinance shall be cumulative of all other ordinances of the City of Irving
affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances
where provisions of those ordinances which are in direct conflict with the provisions of this ordinance.
SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the zoning affecting any portion of the tract or tracts of land described herein shall be
declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or
tracts of land described herein.
SECTION 7. That any person, firm or corporation violating any of the terms and provisions of
this ordinance shall be subject to the same penalties provided for in Ordinance No. 1144, Zoning
Ordinance of the City of Irving, Texas.
-3-
Packet Pg. 132
8
on April 7, 2011.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
-4-
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8.a
Packet Pg. 134

Attachment: D: Letter from City of Dallas (3846 : 11 - ZC10-0042)
8.b
Packet Pg. 135

Attachment: E: Vicinity Map (3846 : 11 - ZC10-0042)
8.c
Packet Pg. 136

Attachment: F: Surrounding Zoning Map (3846 : 11 - ZC10-0042)
8.d
Packet Pg. 137

Attachment: G: Property Owner Notification Map and List (3846 : 11 - ZC10-0042)
8.d
Packet Pg. 138

Attachment: G: Property Owner Notification Map and List (3846 : 11 - ZC10-0042)
8.e
Packet Pg. 139

Attachment: H: Site Plan [Revision 1] (3846 : 11 - ZC10-0042)
8.f
Packet Pg. 140

Attachment: B:City Council Memo [Revision 1] (3846 : 11 - ZC10-0042)
8.f
Packet Pg. 141

8.f
Packet Pg. 142

8.g
Packet Pg. 143

Attachment: A: "Exhibit A" - Metes and Bounds (3846 : 11 - ZC10-0042)
8.g
Packet Pg. 144

8.g
Packet Pg. 145

8.h
Packet Pg. 146

Attachment: C: March 21, 2011 Planning and Zoning Meeting Minutes (3846 : 11 - ZC10-0042)
8.h
Packet Pg. 147

Attachment: C: March 21, 2011 Planning and Zoning Meeting Minutes (3846 : 11 - ZC10-0042)
9
AGENDA ITEM SUMMARY

Recommending Department: Planning & Inspections LSR No: N/A
Ordinance -- Zoning Case #ZC11-0011 - Granting S-P-1 (Detailed Site Plan)

for R-AB (Restaurant with Alcoholic Beverages) - Approximately 2.47 Acres
Located at 525 Meadow Creek Drive - Sfuzzi, LC II, LLC, Applicant/Owner
2. Planning and Zoning Commission Hearing Date and Recommendation: April 4,
2011 - Pending
3. The applicant is requesting approval of an amended S-P-1 (Detailed Site Plan) for
R-AB (Restaurant with the accessory use of the sale of Alcoholic Beverages) in
order to make various interior and exterior changes to the existing building that are
not shown on the existing approved site plan. The proposed changes go beyond
what staff could administratively approve.
4. The property is currently developed with a single story building which was
previously used for a restaurant. The applicant is wishing to do extensive
renovations to the interior and exterior of the building to transform it into a new
restaurant.
5. This 11,316 sq. ft. building is located on a 2.47 acre tract in Las Colinas and has
365 seats (301 indoor, 64 outdoor). 147 parking spaces are required and provided.
6. In addition to indoor and patio dining, the applicant is proposing to create a banquet
room and several private dining rooms as well as an outside patio with a bar. The
outside façade of the restaurant will be remodeled but still meets the city’s
commercial design standards.
7. Public notices were sent to six (6) property owners, with one letter in support and
none in opposition received.
Recommendation
• Contract Required: N/A • Review Completed By: N/A
• Previous Action: N/A • Council Action: N/A
ATTACHMENTS:
• B: Vicinity Map (PDF)
• C: Surrounding Zoning Map (PDF)
• D: Property Owner Notification Map and List (PDF)
Packet Pg. 148

9
• A: City Council Memo (PDF)

• E: Site Plan (PDF)
• F: Floor Plan (PDF)
• G: Elevation Drawing (PDF)
• H: Public Comment Form in Support (PDF)

NONE
Prepared: 3/22/2011 01:45 PM by Sharon Brown
-2-
Packet Pg. 149
9
ZONING CASE NO. ZC11-0011

ZONING CLASSIFICATION – S-P-1 (R-AB) WITHIN A PUD
AN ORDINANCE AMENDING ORDINANCE NO. 1144, THE 1964 COMPREHENSIVE ZONING

ORDINACE OF THE CITY OF IRVING, TEXAS, GRANTING A ZONING CHANGE ON A
TRACT OF LAND DESCRIBED AS: A TRACT OF LAND OUT OF THE CANDLEWOOD
HOTEL ADDITION, AND LOCATED AT 525 MEADOW CREEK DRIVE, MORE FULLY AND
COMPLETELY DESCRIBED IN THE BODY OF THIS ORDINANCE; ORDERING A CHANGE
ALLOWING AS AN ADDITIONAL AVAILABLE USE OF SAID PROPERTY IN A PUD
PLANNED UNIT DEVELOPMENT DISTRICT USE UNDER ORDINANCE NO. 1144, AS
AMENDED, THE ADDITION OF S-P-1 (R-AB) SITE PLAN DISTRICT USE WITHIN A
PLANNED UNIT DEVELOPMENT DISTRICT FOR RESTAURANT WITH ATTENDANT
ACCESSORY USE OF THE SALE OF ALCOHOLIC BEVERAGES FOR ON-PREMISES
CONSUMPTION UNDER SECTION 52-49 AND SECTION 52-32c OF ORDINANCE NO. 1144;
AND ACCORDING TO THE SITE PLAN ATTACHED HERETO AND MADE A PART HEREOF;
PROVIDING FOR SPECIAL CONDITIONS AND REGULATIONS RELATIVE TO LAND USE;
CORRECTING THE OFFICIAL ZONING MAP ATTACHED TO ORDINANCE NO. 1144;
PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT
THE CHANGE IS IN ACCORDANCE WITH A COMPREHENSIVE PLAN FOR THE PURPOSE
OF PROMOTING THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE; PROVIDING
THAT THIS ORDINANCE DOES NOT REPEAL OTHER PROVISIONS OF THE ZONING
ORDINANCE EXCEPT IN CASES OF DIRECT CONFLICT; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING A PENALTY.
WHEREAS, applications were made to amend the 1964 Official Zoning Map, City of Irving,
Texas, attached to the 1964 Comprehensive Zoning Ordinance of the City of Irving, Texas, passed on
November 5, 1964, by making applications for same with the Planning and Zoning Commission of the
City of Irving, Texas, as required by State Statutes and the Zoning Ordinance of the City of Irving,
Texas, and all the legal requirements, conditions and prerequisites having been complied with, the cases
having come before the City Council of the City of Irving, Texas, after all legal notices, requirements,
conditions and prerequisites having been complied with; and
WHEREAS, the City Council o the City of Irving, Texas, at a public hearing called at a regular
session of the City Council did consider the following factors in making a determination as to whether
these requested changes should be granted or denied; safety of the motoring public and the pedestrians
using the facilities in the area immediately surrounding the sites; safety from fire hazards and measures
for fire control; protection of adjacent property from flood or water damages; noise producing elements
and glare of the vehicular and stationary lights and effect of such lights on established character of the
neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent
property; street size and adequacy of width for traffic reasonably expected to be generated by the
proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by
requirements of this ordinance for off-street parking facilities; location of ingress and egress points for
parking and off-street loading spaces; protection of public health by surfacing on all parking areas to
control dust; the effect on the promotion of health and the general welfare; effect on light and air; the
-1-
Packet Pg. 150
9
effect on the overcrowding of the land; the effect on the concentration of population; the effect on the
transportation, water, sewers, schools, drainage and surface water, parks and other public facilities; and
-2-
Packet Pg. 151
9
WHEREAS, the City Council of the City of Irving, Texas, further considered among other
things the character of the district and its peculiar suitability for particular uses and with a view to
conserve the value of buildings and encourage the most appropriate use of land throughout the City;
and
WHEREAS, the City Council of the City of Irving, Texas, does find that there is a public
necessity for the zoning change, that the public demands it, that the public interest clearly requires the
amendment, that the zoning change does not unreasonably invade the rights of those who bought or
improved property with reference to the classification which existed at the time their original
investment was made; and
WHEREAS, the City Council of the City of Irving, Texas, does find that the change in zoning
helps lessen the congestion in the streets; helps secure safety from fire, panics, floods, and other
dangers; promotes health and the general welfare; provides adequate light and air; prevents the
overcrowding of land; avoids undue concentration of population; facilitates the adequate provisions of
transportation, water, sewers, schools, drainage and surface water, parks and other public requirements;
and
WHEREAS, the City Council of the City of Irving, Texas, does find that there is a need for this
change in zoning and that there has been a change in conditions in the property adjacent to and in the
surrounding area of the subject tract, therefore allowing and requiring this zoning change; and
WHEREAS, the City Council of the City of Irving, Texas, does find that this change for use as
S-P-1 (R-AB) Site Plan District Use within a Planned Unit Development District for restaurant with
attendant accessory use of the sale of alcoholic beverages for on-premises consumption on the
hereinafter described property with a site plan attached will further lessen the congestion in the streets;
help secure safety from fire, panics, floods, and other dangers; promote health and general welfare;
provide adequate light and air; prevent the overcrowding of land; avoid undue concentration of
population; facilitates the adequate provisions of transportation, water, sewers, schools, drainage and
surface water, parks and other public requirements;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

IRVING, TEXAS:
SECTION 1. That City of Irving Ordinance No. 1144 being the 1964 Comprehensive Zoning
Ordinance of the City of Irving, Texas, passed on November 5, 1964, be, and the same is amended and
changed in that the use of the property described as Lot 2, Block A, Candlewood Hotel Addition, which
is presently zoned PUD Planned Unit Development District Use under Ordinance No. 1144, as
amended, is changed to make available S-P-1 (R-AB) Site Plan District Use within a Planned Unit
Development District for restaurant with attendant accessory use of the sale of alcoholic beverages for
on-premises consumption under Section 52-49 and Section 52-32c of Ordinance No. 1144, subject to
all the requirements of Ordinance No. 1144 and subject to all the requirements and conditions of
Section 1-A of this ordinance.
SECTION 1-A. That the district use on the property described in Section 1 is hereby approved
and granted upon the following express conditions:
-3-
Packet Pg. 152
9
(1) That development and use shall be in conformance with the site plan attached hereto and
made a part hereof for all purposes.
(2) A true copy of the site plan attached hereto shall be retained by the Department of Planning
and Inspections of the City of Irving.
(3) That all means of ingress and egress shall be approved by the Department of Public Works
and the City of Irving.
(4) That all paved areas, permanent drives, streets, and drainage structures, if any, shall be
constructed in accordance with the standard City of Irving specifications adopted for such purpose, and
the same shall be done to the satisfaction of the Department of Public Works of the City of Irving.
The above requirements shall not be construed as conditions precedent to the granting of a
zoning change, but shall be construed as conditions precedent to the granting of a building permit
and/or certificate of occupancy.
SECTION 2. The City Planner is hereby directed to correct the Official Zoning Maps of the
City of Irving, Texas, attached to Ordinance No. 1144.
SECTION 3. That in all other respects the use of the tract or tracts of land hereinabove
described shall be subject to all the applicable regulations contained in said City of Irving Zoning
Ordinance and all other applicable and pertinent ordinances of the City of Irving.
SECTION 4. That the zoning regulations and districts as herein established have been made in
accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the
general welfare of the community. They have been designed, with respect to both present conditions
and the conditions reasonably anticipated to exist in the foreseeable future, to lessen congestion in the
streets; to secure safety from fire, panic, flood, and other dangers; to promote health and the general
welfare; to provide adequate light and air; to prevent the overcrowding of land; to avoid undue
concentration of population; to facilitate the adequate provision of transportation, water, sewers,
schools, drainage and surface water, parks and other public requirements, and to make adequate
provisions for the normal business, commercial needs and development of the community. They have
been made with reasonable consideration, among other things, for the character of the district, and its
peculiar suitability for the particular uses and with a view of conserving the value of buildings and
encouraging the most appropriate use of land throughout the community.
SECTION 5. This ordinance shall be cumulative of all other ordinances of the City of Irving
affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances
where provisions of those ordinances which are in direct conflict with the provisions of this ordinance.
SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the zoning affecting any portion of the tract or tracts of land described herein shall be
declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or
tracts of land described herein.
-4-
Packet Pg. 153
9
SECTION 7. That any person, firm or corporation violating any of the terms and provisions of
this ordinance shall be subject to the same penalties provided for in Ordinance No. 1144, Zoning
Ordinance of the City of Irving, Texas.
on April 7, 2011.
________________________________
HERBERT A. GEARS
MAYOR
ATTEST:
_______________________________
Shanae Jennings
_______________________________
Charles R. Anderson
City Attorney
-5-
Packet Pg. 154
9.a
Packet Pg. 155

Attachment: B: Vicinity Map (3867 : 11 - ZC11-0011)
9.b
Packet Pg. 156

Attachment: C: Surrounding Zoning Map (3867 : 11 - ZC11-0011)
9.c
Packet Pg. 157

Attachment: D: Property Owner Notification Map and List (3867 : 11 - ZC11-0011)
9.c
Packet Pg. 158

Attachment: D: Property Owner Notification Map and List (3867 : 11 - ZC11-0011)
9.d
Packet Pg. 159

Attachment: A: City Council Memo [Revision 1] (3867 : 11 - ZC11-0011)
9.d
Packet Pg. 160

Attachment: A: City Council Memo [Revision 1] (3867 : 11 - ZC11-0011)
9.e
Packet Pg. 161

Attachment: E: Site Plan (3867 : 11 - ZC11-0011)
9.f
Packet Pg. 162

Attachment: F: Floor Plan (3867 : 11 - ZC11-0011)
9.g
Packet Pg. 163

Attachment: G: Elevation Drawing (3867 : 11 - ZC11-0011)
9.h
Packet Pg. 164

Attachment: H: Public Comment Form in Support (3867 : 11 - ZC11-0011)

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AGENDA

MEETING OF THE IRVING CITY COUNCIL

THURSDAY, APRIL 7, 2011

COUNCIL CHAMBER - CIVIC CENTER COMPLEX

825 WEST IRVING BOULEVARD

6:15 P.M. ------------------------------------------------------------------Pre-Council Briefing (If Necessary) 1st Floor

Pastor Brian Hale, North Irving Baptist Church

Proclamations, Announcements, and Special Recognitions

Public Hearing: Items 1 through 11

THIS MEETING CAN BE ADJOURNED AND RECONVENED, IF NECESSARY, WITHIN 24 HOURS ON

City Council Agenda 04/7/2011 1

3. Approving regular meeting minutes for Thursday, March 24, 2011

4 Resolution -- Approving the Reappointment of Dr. Willis Starnes to Serve

City Council Agenda 04/07/2011 2

6 Resolution -- Approving Five Discretionary Service Agreements Between

City Council Agenda 04/07/2011 3

ZONING CASES AND COMPANION ITEMS

City Council Agenda 04/07/2011 4

• All homes will include a fire sprinkler system.

• North Lake Road will be a 4-lane divided road.

City Council Agenda 04/07/2011 5

APPOINTMENTS AND REPORTS

City Council Agenda 04/07/2011 6

WORK SESSION MEETING OF THE IRVING CITY COUNCIL

Attendee Name Organization Title Status Arrived

Minutes Acceptance: Minutes of Mar 23, 2011 11:00 AM (CONSENT AGENDA)

City Council Work Session

ZONING CASES AND COMPANION ITEMS

Minutes Acceptance: Minutes of Mar 23, 2011 11:00 AM (CONSENT AGENDA)

City Council Work Session

Council reconvened at approximately 2:00 p.m.

2 DART Orange Line Update

3 Green Advisory Committee Update

Minutes Acceptance: Minutes of Mar 23, 2011 11:00 AM (CONSENT AGENDA)

4 Green Fleet Initiatives

5 West Irving Library Environmental Initiatives

6 Lean Six Sigma Results

City Council Work Session

Minutes Acceptance: Minutes of Mar 23, 2011 11:00 AM (CONSENT AGENDA)

REGULAR MEETING OF THE IRVING CITY COUNCIL

Attendee Name Organization Title Status Arrived

Minutes Acceptance: Minutes of Mar 24, 2011 7:00 PM (CONSENT AGENDA)

ORGANIZATIONAL SERVICE ANNOUNCEMENTS

Councilman Patrick led those present in the pledge.

PROCLAMATIONS AND ANNOUNCEMENTS

City Council Meeting

CITY COUNCIL AGENDA

1 City Operations Update

Minutes Acceptance: Minutes of Mar 24, 2011 7:00 PM (CONSENT AGENDA)

Motion approved 9-0.

2 Approving Minutes for Wednesday, March 02, 2011

RESULT: ACCEPTED [UNANIMOUS]

3 Approving Minutes for Thursday, March 03, 2011

RESULT: ACCEPTED [UNANIMOUS]

City Council Meeting

RESULT: ADOPTED [UNANIMOUS]

Minutes Acceptance: Minutes of Mar 24, 2011 7:00 PM (CONSENT AGENDA)

5 Resolution No. RES-2011-71 -- Approving a Records Control Schedule for

RESULT: ADOPTED [UNANIMOUS]

6 Resolution No. RES-2011-72 -- Authorizing the Mayor to Apply for Funding

RESULT: ADOPTED [UNANIMOUS]

City Council Meeting

The following individual(s) signed up to speak in opposition of this item:

Motioned by Councilman Patrick, seconded by Councilman Stopfer to Approve