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FINAL AGENDA

MEETING OF THE IRVING CITY COUNCIL

THURSDAY, FEBRUARY 3, 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, FEBRUARY 2, 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

Rabbi Frank Joseph, Irving Havurah


Pledge Of Allegiance

Proclamations, Announcements, and Special Recognitions

Public Hearing: Items 1 through 37

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 02/3/2011 1


CITY COUNCIL AGENDA
1 City Operations Update

CONSENT AGENDA
2 Approving work session minutes for Wednesday, January 12, 2011

3 Approving regular meeting minutes for Thursday, January 13, 2011

4 Resolution -- Supporting the State Highway 183 and Public/Private


Partnership Options During the 82nd Legislature
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of this resolution will show support to state lawmakers for the use
of innovative financing mechanisms, including public private-partnerships, to
complete S.H. 183 improvements over the next five to seven years.
3. S.H. 183 has been a major transportation corridor in the North Texas area since the
1940s.
4. There have not been major capital or operational improvements to S.H. 183 in the
last 38 years.
5. Traffic volumes have continued to increase due to growth in the region and the
impact of DFW International Airport such that the freeway typically operates over
capacity during peak periods.
6. The capacity for the S.H. 183 general purpose lanes and service road lanes will be
enhanced by the inclusion of two to three managed lanes in each direction, and the
managed lanes are a critical component to obtain financing necessary to complete
development of the project.
7. Funding for the $1.3 billion project from public sources is not available, and local
officials understand the need for managed lanes and support their inclusion in the
congested S.H. 183 corridor.
8. The utilization of innovative financing mechanisms, such as public-private
partnerships, remains the only viable alternative to complete the construction of
S.H. 183 within the next five to seven years.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 2


5 Resolution -- Supporting the Interstate Highway 35 Project and
Public/Private Partnership Options during the 82nd Legislature
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of this resolution will show support to state lawmakers for the use
of innovative financing mechanisms, including public private-partnerships, to
complete Interstate Highway 35 East improvements.
3. The interstate highway system in Texas has a positive economic impact and
Interstate Highway 35 in particular has become one of the nation’s most important
interstate routes due to international trade and commerce.
4. The segment of I-35E from Interstate Highway 635 in Dallas to U.S. Highway 380 in
Denton is approximately 28 miles in length with average daily vehicle count of
between 175,000 and 200,000 vehicles per day.
5. 2030 traffic projections show traffic will exceed 330,000 vehicles per day in the most
congested areas of I-35E.
6. The current design plans for I-35E provides for the construction of four general
purpose lanes and three access road lanes in each direction, which combined a
total of fourteen (14) lanes, for which no toll will be assessed.
7. The capacity for the I-35E general purpose lanes and access lanes will be
enhanced with the inclusion of two managed toll lanes in each direction where the
managed lanes are a critical component to obtain financing necessary to complete
development of the project.
8. The total cost of the project is projected to be $4.4 billion.
9. The staged construction of I-35E, utilizing innovative financing mechanisms,
including Public Private Partnerships remains the only viable alternative to complete
the construction of I-35E within a time horizon of 5-7 years; the alternative time
horizon utilizing the motor fuel tax revenue is 20-30 years.
Recommendation
The resolution be approved.

6 Resolution -- Authorizing the Destruction of Obsolete Records in


Accordance with the City of Irving’s Records Management Policy
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Departments annually approve destruction of records whose legal
retention has been met. This assures that all record destruction is in compliance
with the Records Management Plan.
3. Destruction is requested for 287 cubic feet of records for Inspections, Solid Waste
Services, Parks and Recreation, Police, Capital Improvement Programs, Code
Enforcement, Customer Services and Records Management.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 3


7 Resolution -- Approving Completion Agreement with Dallas Area Rapid
Transit to Specify and Authorize Actions by Each Party to Fully Satisfy and
Close the 2000 Interlocal Agreement for the Orange Line Alternate Routing
Administrative Comments
1. This item supports Strategic Goal No. 9: Infrastructure Network.
2. Impact: This agreement paves the way for the completion of the first two Phases of
light rail through Irving.
3. In 2000, the City of Irving entered into an Interlocal Agreement with DART whereby
the light rail line route to the D/FW Airport would change from the Manana line to a
configuration which took the line past the Texas Stadium site, the University of
Dallas, and the Las Colinas Urban Center with its high employment and residential
densities.
4. In order to induce DART to make this routing change, the City agreed to pay one
third of the increased costs of the lengthier line, up to $60 million. Under the
agreement, the City would receive credit against this $60 million for any cost
reductions, rights of way secured, or contributions from others.
5. Under the Interlocal Agreement, the amount of the City’s obligation would increase
3.5% per year until this amount was paid or credited.
6. Under the terms of the Completion Agreement, DART will continue the construction
of Phases I and II of the Orange line to be finished in August 2012 and December
2012, respectively; will release the City from further obligations under the 2000 ILA;
and will work diligently to gain permission, design, construct, and operate Phase III
of the Orange Line into D/FW Airport to a station adjacent to Terminal A.
7. In exchange for DART’s agreement, the City of Irving will wire the sum of
$11,000,000 to DART on February 4, convey all mass transit right of way acquired
in relation to this project to DART, and agrees that future alignment or station
changes shall be with the consent of DART.
8. Funding in the amount of $11,000,000 will be available in the DART Participation
Projects Fund.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 4


8 Resolution -- Approving Settlement in Samuel Allen, et al. v. City of Irving
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The settlement, if authorized, would resolve the lawsuit.
3. This case was mediated on November 17, 2010.
4. The proposed settlement was reviewed and recommended by the City of Irving
Claims Board.
5. Funding is available in the Self-Insurance Casualty Fund.
Recommendation
The resolution be approved.

9 Resolution -- Approving a Discretionary Service Agreement Between the


City of Irving and Oncor Electric Delivery Company, LLC, for the
Undergrounding of Aerial Electric Facilities on Hunter Ferrell Road
Administrative Comments
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: It is necessary to relocate three (3) aerial facility crossings and place them
underground on Hunter Ferrell Road between MacArthur Boulevard and Story Road
to construct the roadway pavement project.
3. This complies with ongoing efforts to underground utilities and will provide for a
more reliable power source in inclement weather.
4. Funding in the amount of $83,687.21 is available in the Street Improvement Bond
Fund.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 5


10 Resolution -- Authorizing the Mayor to Execute a First Amendment to the
Second Amended and Restated Entertainment Center Development
Agreement with Las Colinas Group, LP
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: Approval of the First Amendment to the Second Amended and Restated
Entertainment Center Development Agreement will extend the timeline for
developing financing structures for construction of the Irving Entertainment Center
at Las Colinas.
3. This document incorporates the City’s consultant travel and reimbursement
guidelines into the Development Agreement.
4. This document amends the financing timeline to reflect the action steps to
construction funding, in the following sequence:
(i) Defined action steps will begin upon receipt of a final non-appealable
judgment in the pending litigation
(ii) 15 days: City determines estimated Net Bond Proceeds, upon advice of
City’s financial advisor, based on bonding capacity of various revenue
streams
(iii) 30 days [if Net Bond Proceeds are at least $200 million] OR 60 days [if Net
Bond Proceeds are less than $200 million]: LCG delivers fully executed Loan
Commitment
• In amount of Total Project Cost minus Net Bond Proceeds
• In form and content acceptable to City
• With no exceptions or qualification to funding other than City’s issuance
of its Bonds
(iv) 45 days: City to prepare bond ordinance and appropriate documents, such as
update PKF, IG studies; obtain bond ratings
(v) If City does not adopt Bond Ordinance, then either party may terminate. If
City does adopt Bond Ordinance, then 30 days to Closing:
• LCG will close on its financing, in at least the amount of Loan
Commitment, and no less than $50,000,000
• LCG will deliver funds to the Partnership Project Cost Account
• City will then deliver bonds and close on its financing
5. Either party may terminate if a final non-appealable judgment is not secured by
December 31, 2011, and if any of the above action steps do not occur.
6. If either party gives notice of intent to terminate the Agreement, Partnership then
has six months to find a replacement developer acceptable to City. If an acceptable
replacement is not found, the Development Agreement terminates at the end of the
six months.

City Council Agenda 02/03/2011 6


7. A more comprehensive restatement of the Development Agreement will occur with
the consideration of the bond ordinances, to conform the Agreement to the
approved financing structure.

Recommendation
The resolution be approved.

11 Resolution -- Approving a Sales Contract for the Acquisition of Properties


Located at 303, 309, 317, and 321 East Second Street
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: The acquisition of these properties utilizing the North Central Texas
Council of Governments’ matching funds will allow the city to landbank the
properties for future development in Heritage Crossing.
3. The North Central Texas Council of Governments (NCTCOG) awarded the City of
Irving $1.0 million in funding pursuant to Resolution No. 4-3-08-138 for the Heritage
District Sustainable Development Landbanking Project. The agreement requires
the city to match with $250,000.00 toward the landbanking project.
4. The properties located at 303, 309, 317 and 321 East Second Street are located at
the northwest corner Second Street and Britain Road and are currently improved
with four single-family residential structures and two garage apartments.
5. The acquisition of these properties located within Heritage Crossing was discussed
at the Heritage Crossing Communications Committee meeting on January 10, 2011.
The committee voted 6 in favor, 3 opposed and 2 abstaining to support the
acquisition of the properties utilizing the NCTCOG funding.
6. The properties have been appraised at $529,000.00 and the property owner has
agreed to sell at the appraised value plus closing costs not to exceed $10,000.00.
All proceeds of the sale will be applied toward the outstanding balance of the
Comerica note and no funds will be disbursed to the owner, Heritage District, LLC.
7. NCTCOG has approved the purchase of these properties under the terms of the
agreement and has issued a notice to proceed.
8. Funding in the amount of $539,000.00 is available in the Economic Development
Fund.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 7


12 Resolution -- Approving a Sales Contract for the Acquisition of a Single-
Family Residence Located at 1411 W. Sixth Street - Ceasar Cavazos and
Nora Cavazos, Property Owners
Administrative Comments
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. Impact: Acquisition of this property will provide enhanced access and exposure to
Keeler Park.
3. This single-family residence is currently owner occupied. The 2008, 2009 and 2010
tax assessed value of the property is $67,100.00, $59,330.00, and $58,820.00,
respectively. The city has purchased comparable property in the vicinity in the
$84,000.00 to $98,000.00 range.
4. The property owner has agreed to sell the property for $90,000.00, plus closing
costs not to exceed $6,000.00. The city owns the property adjacent to this property.
5. Funding in the amount of $96,000.00 is available in the Park Improvement Bond
Fund.

Recommendation
The resolution be approved.

13 Resolution -- Approving a Sales Contract for the Acquisition of a Single-


Family Residence Located at 1415 W. Sixth Street - Chacko Itty and
Achamma Itty, Property Owners
Administrative Comments
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. Impact: Acquisition of this property will provide enhanced access and exposure to
Keeler Park.
3. This single-family residence has been used for rental purposes, but is currently
vacant. The 2008, 2009 and 2010 tax assessed value of the property is
$76,040.00, $66,890.00, and $66,280.00, respectively. The City purchased
comparable property in the vicinity in the $84,000.00 to $98,000.00 range.
4. The property owner has agreed to sell the property for $90,000.00, plus closing
costs not to exceed $6,000.00. The City owns the property adjacent to this
property.
5. Funding in the amount of $96,000.00 is available in the Park Improvement Bond
Fund.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 8


14 Resolution -- Suspending Oncor Electric Delivery Company’s Requested
Rate Increase
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of the resolution will suspend Oncor’s rate increase for a period
of 90 days in order to facilitate a review of their application to raise rates.
3. Oncor Electric Delivery Company filed a Statement of Intent to increase electric
transmission and distribution rates in all municipalities exercising original jurisdiction
within its service area effective February 14, 2011.
4. The City is part of the 146 member Steering Committee of Cities Served by Oncor
and it is the Steering Committee’s collective recommendation to suspend the rate
increase and conduct a review of Oncor’s application.
5. The Steering Committee will hire and direct legal counsel and consultants to
prepare a common response and to negotiate with the Oncor prior to setting
reasonable rates and direct any necessary litigation.
6. State law grants local regulatory authorities the right to suspend the effective date
of proposed rate changes for ninety (90) days after the date the rate change would
otherwise be effective.
7. Costs incurred by cities in ratemaking activities are to be reimbursed by the
regulated utility.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 9


15 Resolution -- Approving a Discretionary Services Agreement Between the
City of Irving and Oncor Electric Delivery Company, LLC, for the Removal
of Street Lighting Facilities on Irving Boulevard from Hwy 183 to Loop 12
as Part of the City's Solar Powered LED Streetlighting Project
Administrative Comments
1. This item supports Strategic Goal No. 10: Environmental Sustainability, Goal No. 9:
Infrastructure Network and Goal No. 2: Vibrant Neighborhoods
2. Impact: This agreement allows for the removal of 217 Oncor owned street lighting
facilities on Irving Boulevard from S.H. 183 to Loop 12, including Second Street, as
part of the city’s solar powered street lighting project. An additional 49 city owned
lights will be removed for a total of 266 lights.
3. Installation of 170 off-the-grid solar lights was completed in December through the
use of U.S. Department of Energy grant funding. Department of Energy grant funds
can not be utilized to fund the removal portion of the project.
4. Removal of the grid-connected street lights saves approximately $124,000.00
annually in Oncor tariffs and in energy costs.
5. Funding in the amount not to exceed $122,346.92 will be made available.
Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 10


16 Resolution -- Approving Contours Community Development Corporation
(CCDC) Contract Extension
Administrative Comments
1. This item supports Strategic Goal No. 2: Nurture and Promote Vital, Vibrant
Neighborhoods.
2. Impact: This project supports neighborhood redevelopment and revitalization as
well as increases housing options for low and moderate income residents.
3. This contract amendment will provide Contours Community Development
Corporation (CCDC) the opportunity to complete the sale of four new homes at
1252 – 1264 Oakdale Road.
4. The construction of these homes was completed on December 15, 2010. The
homes are single family, one story homes, constructed with the use of green
building techniques for energy efficiency.
5. This amendment request is being initiated on behalf of Contours Community
Development Corporation which is a U.S. Department of Housing and Urban
Development authorized Community Housing Development Organization (CHDO).
If approved it will allow for a 180-day extension to the existing contract and grant
this CHDO the additional time needed to complete the sale of these homes. Current
real estate market conditions and the lingering economic downturn have created
challenges in identifying qualified buyers for these homes.
6. The Housing and Human Services Board recommended approval of this
amendment at their January 19, 2011 Board meeting.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 11


17 Resolution -- Approving Irving Community Development Corporation
(ICDC) Contract Extension
Administrative Comments
1. This item supports Strategic Goal No. 2: Nurture and Promote Vital, Vibrant
Neighborhoods.
2. Impact: This project supports neighborhood redevelopment and revitalization as
well as increases housing options for low to moderate income residents.
3. This contract amendment will provide Irving Community Development Corporation
(ICDC) the opportunity to complete the sale of four new homes at 1268 – 1280
Oakdale Road.
4. The construction of these homes was completed on November 15, 2010. The
homes are single family, one story homes, constructed with the use of green
building techniques for energy efficiency.
5. This amendment request is being initiated on behalf of ICDC which is a U.S.
Department of Housing and Urban Development authorized Community Housing
Development Organization (CHDO). If approved it will allow for a 180-day
extension to the existing contract and grant this CHDO the additional time needed
to complete the sale of these homes. Current real estate market conditions and the
lingering economic downturn have created challenges in identifying qualified
buyers.
6. The Housing and Human Services Board recommended approval of this
amendment at their January 19, 2011 Board Meeting.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 12


Bids & Purchasing Items
Items 18 - 20

18 Resolution -- Approving a Single Source Agreement to Physio-Control,


Inc., for the Service and Repair of LifePak Defibrillator Units
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. This item has been recommended by Fire.
3. Impact: This service ensures that equipment is properly maintained and serviced
by certified technicians so that we can provide outstanding emergency service for
citizens.
4. This award establishes the continuation of an annual contract for service and repair
of the LifePak 12 and LifePak 500 defibrillator units used by the Fire Department.
5. Funding in the net annual amount of $41,765.14 or a total of $83,530.29 for this
two-year contract will be available in the General Fund.
FY2011-12 FY2012-13
FY2010-11 Est. Exp. (Future FY- Est. Exp. (Future FY-
Est. Exp. budget not yet budget not yet
(Current FY) approved) approved) Total Exp.
Vendor Jan-Sep Oct-Sep Oct-Nov For 2 years

Physio-Control, Inc. $34,804.30 $41,765.13 $6,960.86 $83,530.29

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 13


19 Resolution -- Approving Purchases from Dallas Dodge for Eight Police
Dodge Chargers through the Houston-Galveston Area Council of
Governments (H-GAC) Interlocal Cooperative Purchasing Program and
from Caldwell Country Chevrolet for Two Police Chevrolet Tahoes through
the State of Texas Local Government Statewide Cooperative Purchasing
Program Administered by the Texas Association of School Boards (the
BuyBoard Program)
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. This item has been recommended by Police and approved by Intergovernmental
Services & Public Works – Fleet Operations.
3. Impact: The ten replacement police pursuit vehicles will allow the Police to replace
high mileage vehicles with new vehicles to provide safer and more dependable
transportation for patrol, pursuit, and service calls.
4. This purchase will replace five 2006 Ford Crown Victoria police vehicles, three 2007
Ford Crown Victoria police vehicles, and two 2008 Dodge Chargers police vehicles,
being replaced in accordance with the City’s equipment replacement policy. While it
is critical for these police pursuit vehicles to be replaced for our police officers to
provide safety in high pursuit situations, Fleet will determine if it is feasible to place
these vehicles in service in other City departments rather than schedule these units
for disposal through the City’s auction process.
5. Funding in the net amount of $313,918.00 is available in the Equipment
Replacement Fund.
FY2010-11 Award Total Award
Vendor Items
(Current FY) (Current FY)
Dallas Dodge Eight Police Chargers $249,368.00 $249,368.00
Caldwell Country Chevrolet Two Police Tahoes $ 64,550.00 $ 64,550.00
Total (One–time buy) Ten Police Vehicles $313,918.00 $313,918.00

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 14


20 Resolution -- Approving the Purchase from Equipment Southwest, Inc., for
an Allianz 4000 Series Broom Sweeper through the State of Texas Local
Government Statewide Cooperative Purchasing Program Administered by
the Texas Association of School Boards (the BuyBoard Program)
Administrative Comments
1. This item supports Strategic Goals No. 9: Infrastructure Network and No. 10:
Environmentally Sustainable Community.
2. This item has been recommended by Public Works & Transportation – Street
Operations and approved by Intergovernmental Services – Fleet Operations.
3. Impact: This upgrade to an Allianz 4000 series broom sweeper is environmentally
friendly, holds more debris per load, and is a more efficient sweeper with less down
time, increasing productivity for the Street Operations crews.
4. This is a budgeted replacement for a 2000 Elgin Pelican Sweeper, City Tag No.
18078-5, which has a high maintenance cost and substantial downtime, and is
being retired in accordance with the City’s equipment replacement policy.
5. Funding in the net amount of $215,541.48 is available in the Equipment
Replacement Fund.
FY2010-11 Award Total Award
Vendor Item
(Current FY) (Current FY)
Equipment Southwest, Inc. One Allianz 4000 Series
$215,541.48 $215,541.48
(One–time buy) Broom Sweeper

Recommendation
The resolution be approved.

End of Bids

City Council Agenda 02/03/2011 15


21 Ordinance -- Calling a Regular Municipal Election to be Held on Saturday,
May 14, 2011, for the Purpose of Electing the Position of Mayor and City
Council Places Three (3), and Five (5), and Calling a Subsequent Run-Off
Election, If Necessary
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The City holds the General Election for Mayor and Council places every
year in May to assure that the residents of Irving have a choice in regards to their
representation at the municipal level.
3. The City Secretary’s Office has prepared the ordinance to call an election and
corresponding candidate packet information for the Mayor’s position and single-
member districts three and five.
4. This also serves as an official confirmation of the offices to be filled and will be
submitted as a part of the preclearance filed with the Justice Department.
Recommendation
The ordinance be adopted.

City Council Agenda 02/03/2011 16


22 Ordinance -- Amending and Restating Ordinance No. 2010-9219
Authorizing the Issuance of City of Irving, Texas, General Obligation
Refunding and Improvement Bonds, Series 2011, in an Aggregate Principal
Amount Not to Exceed $41,600,000; Providing for the Award of the Sale
Thereof in Accordance with Specified Parameters; Authorizing the
Execution and Delivery of a Purchase Contract Relating to Said Bonds;
Authorizing the Execution and Delivery of a Paying Agent/Registrar
Agreement, an Escrow Agreement and a Disclosure Counsel Engagement
Letter; Approving the Official Statement; and Enacting Other Provisions
Incident and Relating to the Subject and Purposes of This Ordinance
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The pricing deadline for the original Ordinance approved November 11,
2010 will expire on March 31, 2011. The amended and restated Ordinance extends
the pricing deadline to June 30, 2011 as staff continues to monitor interest rates.
There are no other changes proposed in this Ordinance.
3. The Ordinance provides new money General Obligation Bonds in an amount not to
exceed $7,000,000 for permanent public improvements. The Ordinance also allows
for refunding of existing general obligation debt in an amount not to exceed
$35,000,000.
4. Savings from the refunded G.O. Bonds will provide payment relief to the 2009
Convention Center Certificates of Obligation through 2019.
5. If approved, funding from the negotiated sale should be received before the end of
the year.

Recommendation
The ordinance be adopted.

City Council Agenda 02/03/2011 17


23 Ordinance -- Amending and Restating Ordinance No. 2010-9220 Providing
for the Issuance of City of Irving, Texas, Waterworks and Sewer System
New Lien Revenue Refunding and Improvement Bonds, Series 2011, in an
Aggregate Principal Amount Not to Exceed $76,000,000; Providing for the
Award of the Sale Thereof in Accordance with Specified Parameters;
Authorizing the Execution and Delivery of Bond Purchase Agreement
Relating to Such Bonds; Authorizing the Execution and Delivery of a
Paying Agent/Registrar Agreement, a Disclosure Counsel Engagement
Letter and an Escrow Agreement; Approving the Official Statement and
Enacting Provisions Incident and Relating to the Subject and Purposes of
This Ordinance
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The pricing deadline for the original Ordinance approved November 11,
2010 expired on January 31, 2011. The amended and restated Ordinance extends
the pricing deadline to June 30, 2011 as staff continues to monitor interest rates.
There are no other changes proposed in this Ordinance.
3. The Ordinance provides the issuance of new money in an amount not to exceed
$28,000,000. The Ordinance also allows for refunding of existing revenue bond
debt in an amount not to exceed $48,000,000 with a minimum Present Value
savings (PV) of 4% which translates to approximately $2.1 million. The current
average interest rate on the outstanding bonds is 5%. After refinancing, the
average interest rate will be approximately 3.17%.
4. If approved, funding from the negotiated sale should be received before the end of
the year.

Recommendation
The ordinance be adopted.

City Council Agenda 02/03/2011 18


24 Ordinance -- Repealing Chapter 16D of the Code of Civil and Criminal
Ordinances of the City of Irving, Texas, Dissolving the Preservation and
Redevelopment Board
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The Preservation & Redevelopment Board was established by the City
Council in 1990 to advise the City Council and staff in all matters pertaining to
preservation and redevelopment, including the Irving Downtown Development
Program.
3. Upon reviewing the functions of several boards that focus on downtown
redevelopment, a discussion was held regarding the possible duplication of efforts
among several Council-appointed boards.
4. Council discussed the dissolution of the Preservation & Redevelopment Board at
the December 8, 2010 Work Session and asked staff to bring the ordinance
forward.
Recommendation
The ordinance be adopted.

25 Ordinance -- Second Reading – Renewal of a Non-Exclusive License to


Sprint Communications Company L.P., for a Fiber Optic Transmission
System in the City of Irving
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: This agreement allows Sprint to use city rights-of way for the continuation
of service via their fiber optic transmission system and for the city to receive
compensation for this usage of rights-of-way.
3. The agreement renews a previous 10-year agreement with Sprint for access to city
rights-of-way.
4. Sprint has approximately 2000 feet of line in Irving.
5. The fiber optic network supports Sprint’s wireless network and future technology
initiatives.
6. The City has enhanced the agreement to account and protect against changes in
law and technology.
Recommendation
The ordinance be adopted.

City Council Agenda 02/03/2011 19


26 Ordinance -- Authorizing the Abandonment of a Portion of Public Right-of-
Way Along South Hastings Street and a Portion of a Sight Easement Along
West Second Street, South Hastings Street and West Irving Boulevard
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This abandonment will allow for redevelopment of the vacant Arby’s
property within Heritage Crossing with a new Burger King. The new Burger King
will be built forward on the site in accordance with the Heritage Crossing Design
Guidelines.
3. The abandonment of the right-of-way will accommodate a drive thru lane along
Hastings Street. The abandonment of the sight easement will allow the placement
of the building closer to the property line to allow room for parking as well as
accommodating an outdoor seating area.
4. The requirements of the City of Irving have been satisfied and there are no
objections to the request.
5. The proposed Burger King was discussed at the Heritage Crossing
Communications Committee’s January 10th meeting.
6. A sidewalk easement and an underground utility easement will be retained in place
of the abandoned Hastings Street right-of-way.
Recommendation
The ordinance be adopted.

City Council Agenda 02/03/2011 20


ZONING CASES AND COMPANION ITEMS
27 Resolution -- Approving Final Plat - Navarro Addition Revised -
Approximately 0.59 Acres Located at 4509 and 4513 Windsor Ridge Drive -
Dennis Doiron, Surveyor - Marco Navarro, Owner
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: December
20, 2010 – Technical Denial, 9-0.
3. The property is platted as Lot 9R of Navarro Addition. The applicant is subdividing
the property into two lots for single family development.
4. The following variance to the Subdivision Ordinance requires this plat to be
forwarded to the City Council for approval:
Subdivision Ordinance Sec. 35-16 (a) requires all lots to front upon a dedicated
public street. Windsor Ridge Drive is a private street.

5. The plat complies with all other requirements of the Subdivision Ordinance.

6. Notices were sent to two (2) property owners with no responses received in favor or
in opposition.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 21


28 Resolution -- Approving Street Name Change #ZC10-0039 - Renaming the
Portion of the Street Called Brangus Drive Extending South from Hidden
Ridge and Ending at the Entrance to the Mandalay Place Subdivision to
Ladera Drive - Mandalay Place Homeowners Association, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development
2. Impact: This request will change the name of a portion of Brangus Drive to Ladera
Drive. The impacted street segment extends south from Hidden Ridge to the
entrance of the Mandalay Place subdivision and comprises the 1400 block of
Brangus Drive.
3. This is a companion item to ZC10-0057, the request to change the name of the
existing Ladera Drive (a private drive) to Cabernet Place (a private drive)
4. This street name change is being requested in response to the permanent
separation of Brangus Drive that has taken place as part of the construction of the
DART LRT Orange Line.
5. The applicant states that renaming this segment of Brangus Drive will alleviate
confusion between this street segment and the remaining portion of the street and
will reduce the number of drivers who accidentally enter the Mandalay Place
subdivision while trying to drive through to Walnut Hill.
6. The applicant states that the Mandalay Place subdivision is referred to as Ladera
Place in many property records.
7. There are no properties addressed from this segment of Brangus Drive.
8. Public notice was sent to the owners of the four (4) properties adjacent to this street
segment. No letters have been received either in support or opposition.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 22


29 Resolution -- Approving Street Name Change ZC10-0056 - Removing the
Name of the Portion of the Street Called Brangus Drive Extending South
from the Entrance of the Mandalay Place Subdivision and Ending at
Walnut Hill Lane - City of Irving, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This request will remove the portion of Brangus Drive which formerly
extended south from the entrance of the Mandalay Place subdivision and ended at
Walnut Hill Lane. This segment consisted of the 1500 through 2000 blocks of
Brangus Drive.
3. This street segment has already been physically demolished and its right-of-way is
being used for the DART LRT Orange Line. This street segment is unlikely to be
reconstructed.
4. This street name removal is being requested in order to clean up existing street
name records and to accurately reflect the permanent elimination of this street
segment.
5. There are no properties currently addressed from this segment of Brangus Drive.
6. Public notices were sent to the owners of the ten (10) properties adjacent to this
street segment. No letters have been received either in support or opposition.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 23


30 Resolution -- Approving Street Name Change ZC10-0057 - Renaming the
Street Called Ladera Drive (A Private Drive) to Cabernet Place - Mandalay
Place Homeowners Association, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This request is to change the name of the private street called Ladera Drive
to Cabernet Place.
3. This is a companion item to ZC10-0039, a request to change the name of a portion
of Brangus Drive to Ladera Drive.
4. The street currently called Ladera Drive was originally East Brangus Drive until it
was replatted and renamed in 1994.
5. Since Ladera Drive is a private street, the City did not replace the street signs. The
existing signage on the street, maintained by the Mandalay Place HOA, still
identifies it as East Brangus Drive.
6. Even though Ladera Drive has been the legal name since 1994, the current
members and officers of Mandalay Place HOA were unaware of it. The official
name of Ladera Drive appears in city, 9-1-1 and many private mapping companies’
records.
7. The applicant states that, since Mandalay Place is referred to as Ladera Place in
many property records, the name “Ladera Drive” is better suited to be used for the
main entrance to the community and as a replacement for the portion of Brangus
Drive being renamed in case ZC10-0039.
8. The new name (“Cabernet Place”) is being requested for this internal private street
since it follows the theme of the other private streets within the subdivision, most of
which appear to be named for wine producing regions of Europe.
9. There are no properties addressed from this street.
10. Public notice was sent to the owners of the twenty (20) properties adjacent to this
street. One comment form in support and none in opposition has been received.

Recommendation
The resolution be approved.

City Council Agenda 02/03/2011 24


31 Ordinance -- Amending the Comphrensive 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
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 3,
2011 – Favorable, 5-2 (Commissioners Fischer, Zapanta, nay; Commissioners
Allen, Palmer, absent), with the stipulation that all required trees on Walnut Hill be
included in Phase 1, and that no Certificate of Occupancy be granted for a Phase 1
mini-storage building until the Phase 1 retail is constructed.

3. The applicant is requesting a Comprehensive Plan Amendment and zoning change


to allow retail and mini-warehouse uses.

4. The Comprehensive Plan’s Future Land Use Map recommends Retail uses for this
property. This request is not in conformance with the Comprehensive Plan. The
applicant has provided a request to revise the land use to allow Commercial uses to
allow mini-warehouse uses. The applicant has not provided justification why mini-
warehouse uses are appropriate for this area; rather, the applicant simply states why
they believe retail has a limited viability at this location.

5. The subject tract is currently undeveloped. It is bounded on three sides by Walnut


Hill Lane, Northstar Drive, and State Highway 161. The property is adjacent to an
existing office development to the south. The property is within the Airport/State
Highway 161 Overlay District. The applicant is proposing a Generalized Site Plan for
C-N Neighborhood Commercial uses with the additional use of mini-warehouse with
a caretaker’s quarters. The applicant was asked to provide a concept plan with
landscaping and elevations.

6. The applicant is proposing 73,900 sq. ft. of mini-warehouse space in nine buildings,
with an office and caretaker’s quarters. An additional 24,200 sq. ft. of retail space is
proposed, fronting on Walnut Hill and SH 161 that will allow retail, restaurant, or
office uses. This retail area was provided at the recommendation of staff to create a
more mixed-use development. However, only 6000 sq. ft. of retail is shown in Phase
1, and there is no guarantee that Phase 2 will ever be built.

7. The applicant was asked to provide an example of a development of theirs that


included at least 15,000 square feet of retail as a component of the project, as this
request does. The applicant was unable to provide evidence of a similar retail and
mini-warehouse development among the 21 Dallas/Fort Worth area locations the
applicant operates. Staff believes that this amount of retail will be not be completed
by the applicant, and the project will remain simply a mini-warehouse development.

City Council Agenda 02/03/2011 25


8. The applicant is providing 15 spaces for the mini-warehouse for Phase I or one
space per 4900 sq. ft. This has been an acceptable ratio of parking provided for self-
storage uses previously. The applicant is also providing 122 spaces for retail uses.
37 of those spaces are proposed in Phase 1; 85 of those spaces will not be included
until Phase 2 is developed.

9. The applicant must comply with the City’s landscaping ordinances for property
fronting on State Highway 161 and Walnut Hill. Phase 1 landscaping will consist of
all required landscaping along the SH 161 frontage and the corner of SH 161 and
Walnut Hill. The applicant is proposing planting the required trees in the interior
parkway on Walnut Hill for Phase 1. Required screening shrubs for parking on
Walnut Hill will be provided at the time of Phase 2 development.

10. The applicant also must comply with the Airport/State Highway 161 Overlay district
requirements for building materials. Elevations provided show architecture with two
masonry materials and building articulation that complies with the overlay district.

11. The applicant has been asked to provide a right turn lane from east-bound Walnut
Hill onto the 161 frontage road as part of the access to the site on the east side.
The property was platted in 2007 and a right turn lane was not required at that
time. The State of Texas may require a traffic impact analysis as part of this
development, due to the fact that the new proposed driveway operation on SH 161
will change by the additional traffic generated by this proposed development. It is
possible that the new traffic generated by this development will exceed the
driveway volume threshold that will require this developer to dedicate and
construct a right-turn lane. However, this is a TxDOT requirement, and staff has
provided this information to the applicant for his reference. The applicant is not
including a right turn lane as part of this proposal.

12. Staff cannot support mini-warehouse uses as a component of the development at


this location. Staff believes office and retail uses are more appropriate for this
major intersection, as indicated by the Comprehensive Plan. It is important to note
that the site plan is divided into two phases. Only one retail building is included in
Phase 1. The majority of the retail area is included in Phase 2, and with no time
table for the complete retail development, it is possible that Phase 2 may never be
built. Staff cannot support mini-warehouse uses at a major intersection and
gateway on SH 161, or as a compatible land use adjacent to office uses and any
future highway development.

13. The stipulation of the Planning and Zoning Commission has been met.

14. Notices were mailed to 38 property owners within 200 feet of the subject property,
with no letters received in support, one letter of inquiry and with one notice in
opposition. The opposition represents 24.8% of the property within 200 feet. A ¾
vote of the City Council is required to approve this request.

Recommendation
The request be denied.

City Council Agenda 02/03/2011 26


32 Ordinance -- Zoning Case #ZC10-0054 - Granting S-P-1 (Detailed Site Plan)
for DDD (Downtown Development District) Uses with Exceptions to the
Heritage Crossing Redevelopment District Requirements - Approximately
0.738 Acres Located at 301 West Irving Boulevard - Comerica Bank,
Applicant/Owner
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 17,
2011 – Favorable, 7-0 (Commissioners Gregory and Webb, absent) with the
stipulation that new street trees be a minimum 6-inch caliper at time of planting and
that the two existing pole signs be replaced with monument signs.
3. The Comprehensive Plan recommends Irving Blvd. Redevelopment Corridor for this
property. This request is in conformance with the Comprehensive Plan.
4. The applicant is proposing to partially redevelop the site by reducing the size of the
existing building and modifying the exterior. The bank will remain open for business
during all construction.
5. As part of the redevelopment, the applicant proposes a new pedestrian courtyard at
the southeast corner of the property. The courtyard will be comprised of landscape
gravel, groundcover, trees, and limestone benches. The pedestrian plaza will not be
fenced off from the street.
6. The applicant also proposes to add a monument sign and make some minor
revisions to the parking and traffic circulation on the site. The applicant has taken
care to preserve two existing oak trees and one existing Bald Cyprus tree.
7. Because the property is in the Heritage Crossing Redevelopment District, the
following exceptions to Section 52-32h are requested:
• Section D.3.g: required trees in streetscape area. Due to the large
streetscape areas and certain security issues, the applicant seeks to have
the presence of the pedestrian courtyard and the ground-level landscaping to
be credited in lieu of some of the required trees.
• Section F.3.a: pole signs prohibited. Applicant requests the continued use of
two existing pole signs.
• Section F.3.b: monument signs allowed by site plan only. Applicant seeks
approval of a monument sign near the southeast corner of the property.
• Section H.3: maximum driveway width. Applicant seeks approval of a 30-ft
driveway off of Ohio Street to service the existing drive-through banking
lanes.
• Section L.3.a: maximum 33% of the building frontage on front facades may
vary from build-to line. Applicant’s building has three “front” facades, and
requiring the building to be at all three front property lines is impractical.
8. On January 10, 2011, the Heritage Crossing Communications Committee reviewed
the request and had no comments.

City Council Agenda 02/03/2011 27


9. The applicant has worked diligently with staff to create a proposal that meets the
intent of the building design, site design and landscaping requirements of the
Heritage Crossing Redevelopment District.
10. The applicant has complied with the Planning and Zoning Commission’s stipulation
regarding the caliper size for street trees. The applicant is requesting approval of
the redevelopment including retention of the existing pole signs.
11. Notices were mailed to 19 property owners within 200 feet of the subject property,
with one comment form received in support and none in opposition.

Recommendation
The ordinance be adopted per the recommendation of the Planning and Zoning
Commission with the exception that the two existing pole signs may remain.

33 Ordinance -- Amending Comprehensive Zoning Ordinance No. 1144 by


Adding Section 52-64d State Highway 183 Overlay District and Creating
the State Highway 183 Overlay District - City of Irving, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use, Goal 2: Neighborhoods, Goal 3:
Economic Development and Goal 10: Environmentally Sustainable Community.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 17,
2011 – Favorable, 7-0 (Commissioners Webb and Gregory, absent) with revisions
as recommended by staff.
3. This is a proposed amendment to the Zoning Ordinance that will create a new
section entitled “State Highway 183 Overlay District” and establish the State
Highway 183 Overlay District as a zoning overlay to guide development and
redevelopment along and near the State Highway 183 corridor. These standards
are being proposed in support of City of Irving Strategic Goal No. 1 “Excellence in
land use and the image of Irving’s built and natural environment,” Goal No. 2
“Nurture and promote vital, vibrant neighborhoods,” Goal No. 3 “Cultivate an
environment conducive to strong, successful economic development to enhance
and diversify Irving’s economic base” and Goal No. 10 “Become a successful
environmentally sustainable community.” This proposed ordinance helps to
implement Strategy 1.1 “Improve the visual appearance of the community
(gateways, corridors and intersections).”
4. State Highway 183 is being widened by the Texas Department of Transportation
(TxDOT) in cooperation with the City of Irving. For over eleven years, meetings
have been held with neighborhoods, business groups and individuals, as well as
public hearings and other forums to provide public information and encourage
TxDOT to provide the best highway corridor possible for our residents and
businesses. This project is a once-in-fifty-years opportunity to change the face of
Irving that over 120,000 people see every day as they drive this corridor.

City Council Agenda 02/03/2011 28


5. The widening of State Highway 183 has already created opportunities for both new
development and redevelopment of previously-developed properties, and will
continue to create such opportunities in the coming years. New development can be
better coordinated by the adoption of comprehensive development requirements
and standards that will apply to all new development and redevelopment along this
important corridor.
6. City staff began drafting a proposed zoning overlay in July, 2009. Since that time,
over sixty public and individual meetings have been held to discuss the proposed
development standards and their impact on the properties within the overlay area.
These meetings included four stakeholder meetings in February, 2010 and two in
January, 2011 to which every property owner along the corridor was invited. As a
result of the comments and suggestions received through those meetings, many
changes were made to the original draft ordinance.
7. The proposed overlay district includes five primary sections:
• Development standards for new development and significant redevelopment of
existing buildings and properties. These standards include enhanced
landscaping, building materials and design, site design, parking and lighting
requirements, and requirements for new commercial development with
residential adjacency.
• Maintenance standards for vacant properties not yet developed or that have had
previous development removed.
• Development standards for existing development. These standards would
require existing development to provide a landscaped buffer three years after
completion of the frontage road construction in front of the property.
• A chart of allowed uses in various segments of the corridor, including retail,
restaurant, office, mixed uses, transit oriented development and others based on
specific locations along the corridor. Additional standards for auto sales lots, big
box retail uses, transit oriented development and mixed use development are
also established.
• Guidelines for enhancement of the public right-of-way. While the City cannot
enforce zoning regulations on the State right-of-way, the City can clearly
express its desires for standards and quality to the State in support of previous
City Council resolutions. These guidelines address the appearance of the
highway design itself, as well as long term maintenance.
8. Public notices were sent to 1499 property owners with thirteen (13) comment forms
received in support and seventeen (17) comment forms in opposition. The
opposition represents 2.01% of the property included in the Overlay and 0.48% of
the property within 200 feet of the Overlay.

Recommendation
The ordinance be adopted per the recommendation of the Planning and Zoning
Commission.

City Council Agenda 02/03/2011 29


APPOINTMENTS AND REPORTS
34 Resolution -- Appointing Board Members to the Tax Increment
Reinvestment Zone No. 1 Board to Fill Two-Year Terms Expiring January
2013
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Board members must be a qualified voter within the City of Irving or own
real property in the zone.
3. The City Council appoints five of the positions to this nine-member board.
Recommendation
The resolution be approved.

35 Resolution -- Appointing a Board Chair to the Tax Increment Reinvestment


Zone No. 1 Board with a Term Expiring January 2012
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: In accordance with the city ordinance, the Council must appoint the Chair
of this board yearly.
Recommendation
The resolution be approved.

36 Mayor’s Report

37 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.

City Council Agenda 02/03/2011 30


2

WORK SESSION MEETING OF THE IRVING CITY COUNCIL


MEETING MINUTES
January 12, 2011

The Irving City Council met in work session January 12, 2011 at 11:11 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 Present
Gerald Farris Irving City Council Councilman Present

Minutes Acceptance: Minutes of Jan 12, 2011 11:00 AM (CONSENT AGENDA)


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
5 Resolution -- Designation of an Interim City Secretary
City Attorney Charles Anderson described the duties given to the Interim City
Secretary.
Councilman Philipp asked for a more detailed resolution detailing the duties.
6 Resolution -- Approving an Interlocal Agreement Between the City of Irving and
Dallas County Community College District-Brookhaven College School of
Emergency Medical Services.
Chief Mario Molina described the program allowing students to ride with EMS
personnel.
12 Resolution -- Authorizing Additional Environmental Study in Furtherance of
Settlement of a Lawsuit with Shin Ho “Sam” Kim D/B/A Texas Lunch Box and
Purchase of Property Located at 1923 Senter Road
Councilman Gallaway asked why a Phase II environmental study is needed.
Matthew Boyle, Boyle & Lowry legal counsel, described the need for an
additional environmental study to confirm the underground storage tank
removal- required by TCEQ.
16 Resolution -- Awarding a Contract to Mario Sinacola & Sons Excavating, Inc., for
the Northgate Drive Paving Improvements Project from Tom Braniff Drive to Carl
Road
Tommy Gonzalez, City Manager, noted that this project is important for the
surrounding properties, including the University of Dallas.
Paul Gooch, Community Services Director, stated that with the new bidding
program, the bid came in lower than expected in cost and days to complete.

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City Council Work Session


January 12, 2011

19 Resolution -- Approving a Discretionary Services Agreement Between the City of


Irving and Oncor Electric Delivery Company, LLC, for the Removal of Street
Lighting Facilities on Irving Boulevard from Hwy 183 to Loop 12 as Part of the
City's Solar Powered LED Street Lighting Project
Ramiro Lopez, Intergovernmental Services Director, noted that staff is
requesting this item be postponed until the February 3 meeting. He stated that
once the agreement with Oncor is approved the old poles should come down
within 30 days.
20 Resolution -- Awarding an Engineering Services Agreement with RJN Group,

Minutes Acceptance: Minutes of Jan 12, 2011 11:00 AM (CONSENT AGENDA)


Inc., for a Sanitary Sewer Evaluation Survey (SSES)
Todd Reck described the evaluation process required by the TCEQ and the area
identified.
22 Resolution -- Approving the La Buena Vida Foundation Application for
Community Development Block Grant Funds for Construction of a Residential
Center for At-Risk Youth
Chris Hooper, Housing & Human Services Director, presented the proposed At-
Risk Youth housing project, noting that once Council approves the funding, the
bid and design of the housing will move forward. He clarified that the target age
range is 18-23.
Additionally, Mr. Hooper clarified that the proposed program is for male youth
only. He also confirmed that the lease agreement would include utilities but the
City would be required to maintain the property.
The Council requested that the Lease Agreement come back to the Community
Services Committee.
28 Ordinance -- Amending Section 35 - Subdivisions of Part IV City Of Irving Land
Development Code to Require Utilities to be Installed Underground with New
Development
Paul Gooch, Community Services Director, noted that Oncor has asked that this
item be postponed to the February 3 meeting.

ZONING CASES AND COMPANION ITEMS


30 Ordinance -- Zoning Case #ZC10-0041 - Granting TOD (Transit Oriented
Development) District - Approximately 16.34 Acres Located on the Northwest
Corner of Spur 348 and Las Colinas Boulevard - Glenn Engineering, Applicant -
Hines Las Colinas Land L.P., Owner
Ken Bloom, Chief Planner, presented the applicant’s request for a two-phase
TOD development. He noted staff recommends approval of the request.
Danny Opitz, representative of Hines Las Colinas, described retail issues in the
area and marketing, noting that retailers have told the developers that retail
would be best in the Urban Center, not this current location.

2
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City Council Work Session


January 12, 2011

33 Ordinance -- Zoning Case #ZC10-0052 - Granting S-P-2 (Generalized Site Plan)


for C-N (Neighborhood Commercial) Uses - Approximately 3.2 Acres Located at
515 South MacArthur Boulevard - Kroger Texas, LP, Applicant/Owner
Ken Bloom, Chief Planner, presented the applicant’s request a variance to the
beer and wine zoning restrictions. He noted staff recommends approval of the
request. He confirmed that due to 34.7% of opposition within 200 feet of the
property at this time, a ¾ approval of the Council is required to approve the
case, but staff will provide Council an updated percentage of opposition at the
Council meeting.

Minutes Acceptance: Minutes of Jan 12, 2011 11:00 AM (CONSENT AGENDA)


The Council discussed, at length, the requested variance and the positive and
negative impact on the neighborhood.
Mayor Gears encouraged the applicant to attend the Council meeting and hear
from the citizens and Council.

Council recessed at approximately 1:00 p.m.


Council reconvened at approximately 1:45 p.m.

2 Budget Cost Containment Strategies


Tommy Gonzalez, City Manager, presented different initiatives the City has
implemented to contain budget costs. These initiatives include Lean Six Sigma,
contract negotiations and holding vacancies, as well as consolidating departments and
refunding bonds to reduce interest payments.
The Council and staff discussed the personnel process for reviewing vacant positions
and retaining retiree knowledge.
Mr. Gonzalez confirmed that there is a Position Review Committee, noting that the City
is not on a hiring freeze but on a slow down.

3 2010 Crime Reduction

Larry Boyd, Police Chief, described the reduction of the crime rate, in both, property
and violent crimes, noting that the City has a new record low crime rate due to a
reduction of 8.4%. He noted some initiatives that will continue to be a focus in the
future; which include focusing on offenders, trend analysis and diversion programs.
Chief Boyd also presented a video on the media coverage on the crime reduction.

4 Smith, Jackson, Boyer, Bovard Review of Entertainment Venue Expenditures


Ramiro Lopez, Intergovernmental Services Director, introduced Mr. James Smith from
Smith, Jackson, Boyer, Bovard who reviewed the Entertainment Venue Expenditures.
Mr. Smith detailed the company’s findings, categorizing expenditures to “construction”,
“operating” and “disallowed” costs, noting 0.62% of total expenditures were determined
“disallowed.”
3
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City Council Work Session


January 12, 2011

Mr. Smith confirmed that expenditures that came into question were reviewed by city
staff, the Las Colinas Group, and former Real Estate & Development Director Brenda
McDonald.
He also confirmed that a 98-99% accuracy rate is unusually high for a project of this
size and unique nature.
Mr. Smith noted that during the review a question of if written limitation of expenses
had been identified between the City and the Las Colinas Group but it was determined
that nothing written had been provided. He stated that review of travel and food
expenses was extensive based on contract detail and IRS rulings and found nothing

Minutes Acceptance: Minutes of Jan 12, 2011 11:00 AM (CONSENT AGENDA)


unreasonable by IRS’s definition.
Mr. Smith stated that the agreement was thorough, noting that definitions of “overhead”
and "operating expenses" would have been helpful in hindsight. He confirmed that the
company received complete cooperation from the Las Colinas Group and Beck Group
to provide any documentation asked.
Mayor Gears described the history of the development of the entertainment venue,
noting that the design and pre development phase is almost complete.
Councilman Philipp asked that for a Comprehensive Development Agreement
discussion, an update on the financing plan and Council discussion on responsibilities
assigned to the City Manager for the project be scheduled in February.

EXECUTIVE SESSION

Council convened into executive session pursuant to Section 551.071 of the Texas Local
Government Code at approximately 3:35 p.m.

5 Legal Advice - Ex Parte City of Irving and Entertainment Venue


Texas Open Meetings Act § 551.071

Council reconvened from executive session at approximately 4:20 p.m.


Council adjourned at 4:20 p.m.

___________________________
Herbert A. Gears, Mayor

ATTEST:

______________________
Shanae Jennings, TRMC
City Secretary

4
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3

REGULAR MEETING OF THE IRVING CITY COUNCIL


MEETING MINUTES
January 13, 2011
~
The City Council met in regular session in the Council Chambers of the City Hall
Complex on Thursday, January 13, 2011 at 7:12 PM. 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 Jan 13, 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 AND SERVICE ANNOUNCEMENTS

Teddie Story, Executive Director of Irving Cares, spoke about the homeless count
survey and breakfast on Thursday, January 27, 2011 organized by the Irving Homeless
Coalition.

Maura Gast, Executive Director of ICVB, announced a job fair to be held on Tuesday,
January 18, 2011 for open positions at the new Convention Center.

INVOCATION

The invocation was delivered by Pastor Chris Davis of King’s Chapel of the City Of
Irving, Texas.

PLEDGE OF ALLEGIANCE

Councilman Patrick led those present in the pledge of allegiance.


.

PROCLAMATIONS

There were no proclamations this evening.

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City Council Meeting


January 13, 2011
CITY COUNCIL AGENDA

1 City Operations Update

No presentation was given at this meeting.

CONSENT AGENDA

Motioned by Councilman Stopfer, seconded by Councilman Santoscoy to approve consent

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


agenda items 2-29, and postpone items19 and 28.

Motion approved 9-0.

2 Approving Minutes for Wednesday, December 08, 2010

3 Approving Minutes for Thursday, December 09, 2010

4 Resolution No. RES-2011-1 -- Approving a Records Control Schedule for


Fleet Documents

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

5 Resolution No. RES-2011-2 -- Designation of an Interim City Secretary

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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6 Resolution No. RES-2011-3 -- Approving an Interlocal Agreement Between
the City of Irving and Dallas County Community College District-
Brookhaven College School of Emergency Medical Services.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Santoscoy, Gallaway

7 Resolution No. RES-2011-4 -- Approving an Amended Interlocal Agreement


Between the City of Irving Tax Increment Reinvestment Zone Number One,
City of Irving, and the Dallas County Utility Reclamation District
Concerning Desiltation of District Waterways

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

8 Resolution No. RES-2011-5 -- Approving an Amended Economic Incentive


Agreement Between the City of Irving and Michaels Stores, Inc.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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9 Resolution No. RES-2011-6 -- Approving a Settlement of Claim Between the
City of Irving and Clyde and Barbara Dumas

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


10 Resolution No. RES-2011-7 -- Approving an Agreement Between the City of
Irving and the Bartlett Alliance, Inc.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

11 Resolution No. RES-2011-8 -- Authorizing the Mayor to Accept the Texas


State Library and Archives Loan Star Libraries Grant

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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12 Resolution No. RES-2011-9 -- Authorizing Additional Environmental Study in


Furtherance of Settlement of a Lawsuit with Shin Ho “Sam” Kim D/B/A
Texas Lunch Box and Purchase of Property Located at 1923 Senter Road

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

13 Resolution No. RES-2011-10 -- Amending Resolution No. 9-22-83-573


Relating to the Length of Terms of Board Members of the Administrative
Board of the City of Irving Supplemental Benefit Plan and the Removal of
Term Limits

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

14 Resolution No. RES-2011-11 -- Approving a Discretionary Service Agreement


Between the City of Irving and Verizon, for the Relocation of Aerial
Telephone Facilities and the Placing of Utility Poles on Northgate Drive
Between Carl Road and Chemsearch Boulevard

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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15 Resolution No. RES-2011-12 -- Approving a Discretionary Service Agreement
Between the City of Irving and Oncor Electric Delivery Company, LLC, for
the Relocation of Electric Facilities on Northgate Drive

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Santoscoy, Gallaway

16 Resolution No. RES-2011-13 -- Awarding a Contract to Mario Sinacola &


Sons Excavating, Inc., for the Northgate Drive Paving Improvements
Project from Tom Braniff Drive to Carl Road

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

17 Resolution No. RES-2011-14 -- Approving a Discretionary Service Agreement


Between the City of Irving and Verizon, for the Undergrounding of Aerial
Telephone Facilities on O’Connor Road from SH 183 to Metker Street

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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18 Resolution No. RES-2011-15 -- Approving Addendum No. 1 to the


Engineering Design Services Agreement Between the City of Irving and
Birkhoff, Hendricks and Conway, LLP, Now Known as Birkhoff, Hendricks
& Carter, LLP, for the Design of the Nursery/Railroad Basin Sanitary Sewer
Main Inflow/Infiltration Improvements Project

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

19 Resolution No. RES-2011-16 -- Approving a Discretionary Services


Agreement Between the City of Irving and Oncor Electric Delivery
Company, LLC, for the Removal of Street Lighting Facilities on Irving
Boulevard from Hwy 183 to Loop 12 as Part of the City's Solar Powered
LED Streetlighting Project

This item was pulled from the agenda for postponement

RESULT: POSTPONED NO VOTE


Next: 2/3/2011 7:00 PM

20 Resolution No. RES-2011-17 -- Awarding an Engineering Services


Agreement with RJN Group, Inc., for a Sanitary Sewer Evaluation Survey
(SSES).

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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21 Resolution No. RES-2011-18 -- Approving Payment of Operating Funds to


SMG (Convention Center Operator) as Budgeted

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


22 Resolution No. RES-2011-19 -- Approving the La Buena Vida Foundation
Application for Community Development Block Grant Funds for
Construction of a Residential Center for At-Risk Youth

The following individuals signed up in favor of this item but did not speak:
Phil Smith, 1802 Puritan Dr.
Cynthia Faust, 400 Colony Ct.
Roland Medina, 1600 N. MacArthur Blvd
Charles Hosler, 4269 N. O’Connor Rd.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

23 Resolution No. RES-2011-20 -- Approving a Mutual Cooperative Purchasing


Agreement Between the City of Irving and the City of Anna

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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24 Resolution No. RES-2011-21 -- Approving and Accepting the Bid of Dal-Ec
Construction Ltd, for the Installation of a Generator at the Irving Criminal
Justice Center (ICJC)

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Santoscoy, Gallaway

25 Resolution No. RES-2011-22 -- Approving and Accepting the Bid of Library


Interiors of Texas, LLC, for the Construct and Install Three Service Desks
for West Irving Library

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

26 Resolution No. RES-2011-23 -- Approving the Lease with Xerox for a Color
Copier Utilizing the State of Texas Cooperative Purchasing Program or The
Cooperative Purchasing Network (TCPN) Program

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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27 Ordinance No. ORD-2011-9230 -- Budget Adjustment to the 2010-11 Fiscal
Year Budget

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


28 Ordinance No. ORD-2011-9231 -- Amending Section 35 - Subdivisions of
Part IV City Of Irving Land Development Code to Require Utilities to be
Installed Underground with New Development

This item was pulled from the agenda for postponement.

RESULT: POSTPONED NO VOTE


Next: 2/3/2011 7:00 PM

29 Ordinance No. ORD-2011-9232 -- First Reading – Renewal of a Non-


Exclusive License to Sprint Communications Company L.P., for a Fiber
Optic Transmission System in the City of Irving

RESULT: FIRST READING [UNANIMOUS]


Next: 2/3/2011 7:00 PM
MOVER: Rick Stopfer, Councilman
SECONDER: Roy Santoscoy, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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January 13, 2011

INDIVIDUAL CONSIDERATION

ZONING CASES AND COMPANION ITEMS

30 Ordinance No. ORD-2011-9233 -- Zoning Case #ZC10-0041 - Granting TOD


(Transit Oriented Development) District - Approximately 16.34 Acres
Located on the Northwest Corner of Spur 348 and Las Colinas Boulevard -
Glenn Engineering, Applicant - Hines Las Colinas Land L.P., Owner

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Mayor Gears opened the public hearing at approximately 7:13 p.m.

No one elected to speak at tonight’s public hearing.

Mayor Gears closed the public hearing at approximately 7:13 p.m.

Motioned by Councilwoman Cannaday, seconded by Councilman Patrick, to


approve Zoning Case #ZC10-0041 - Granting TOD (Transit Oriented
Development) District - Approximately 16.34 Acres Located on the Northwest
Corner of Spur 348 and Las Colinas Boulevard - Glenn Engineering, Applicant -
Hines Las Colinas Land L.P., Owner

Motion approved 8-1.

Councilman Farris voted in opposition.

RESULT: ADOPTED [8 TO 1]
MOVER: Rose Cannaday, Councilwoman
SECONDER: Lewis Patrick, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Philipp, Cannaday, Santoscoy,
Gallaway
NAYS: Gerald Farris

31 Ordinance No. ORD-2011-9234 -- Zoning Case #ZC10-0043 - Granting S-P-2


(Generalized Site Plan) for R-6 (Single Family) Uses - Approximately 0.32
Acres Located at 1613 Upton Place - Jerry and Reba Thorn,
Applicant/Owner

Mayor Gears opened the public hearing at approximately 7:14 p.m.

No one elected to speak at tonight’s public hearing.

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Mayor Gears closed the public hearing at approximately 7:14 p.m.

Motioned by Councilman Stopfer, seconded by Councilman Cannaday to


approve Zoning Case #ZC10-0043 - Granting S-P-2 (Generalized Site Plan) for
R-6 (Single Family) Uses - Approximately 0.32 Acres Located at 1613 Upton
Place - Jerry and Reba Thorn, Applicant/Owner

Motion approved 9-0.

RESULT: ADOPTED [UNANIMOUS]

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


MOVER: Rick Stopfer, Councilman
SECONDER: Rose Cannaday, Councilwoman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

32 Ordinance No. ORD-2011-9235 -- Zoning Case #ZC10-0048 - Granting S-P-1


(Detailed Site Plan) for C-N (Neighborhood Commercial) Uses -
Approximately 0.67 Acres Located at 100 West Airport Freeway - Allen and
Ridinger Consulting, Applicant - First Security Bank NA, Owner

Mayor Gears opened the public hearing at approximately 7:15 p.m.

No one elected to speak at tonight’s public hearing.

Mayor Gears closed the public hearing at approximately 7:15 p.m.

Motioned by Councilman Cannaday, seconded by Councilman Gallaway to


approve Zoning Case #ZC10-0048 - Granting S-P-1 (Detailed Site Plan) for C-N
(Neighborhood Commercial) Uses - Approximately 0.67 Acres Located at 100
West Airport Freeway - Allen and Ridinger Consulting, Applicant - First Security
Bank NA, Owner

Motion approved 9-0.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rose Cannaday, Councilwoman
SECONDER: Mike Gallaway, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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33 Ordinance No. ORD-2011-9236 -- Zoning Case #ZC10-0052 - Granting S-P-2
(Generalized Site Plan) for C-N (Neighborhood Commercial) Uses -
Approximately 3.2 Acres Located at 515 South MacArthur Boulevard -
Kroger Texas, LP, Applicant/Owner

Mayor Gears opened the public hearing at approximately 7:15 p.m.

Gary Huddleston, Director of Consumer Affairs for Kroger, presented the request
for the zoning variance. He noted the importance of the variance due to
economic issues and reduced sales at this location. He described the proposed
improvements to the location if this variance was passed and presented a video

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


showing customer support.

The following individuals signed up to speak in favor of this item:


Genie Mitchell, 2220 Spanish Trail
Robert Martinez, 1000 Lake Carolyn Pkwy #4216
Roderick Williams, 1324 N. Nursery Rd #265
John Watson, no address provided

The following individuals signed up in favor of this item but did not wish to speak:
Dawn Hibbs, 1810 Dunning Rd
Roland Medina, 1600 N. MacArthur Blvd
Belinda Mathena, 2010 Willow Oak Dr.
Charles Hosler, 4269 N. O’Connor Rd.
Philip Palmer, 3231 Woodbrook Ct.
Angela Markolovk, 601 W. Rochelle Rd. #2061
Helen Dirla, 2004 Robinson St
Dennis Strickland, 506 Staffordshire
Cathy Hiam, 2004 Robinson
Lisa Allen, 2909 Brockbank Dr.
Melanie Williams, 1324 N. Nursery #265
Kirsten Beckner, 1932 Winthrop St.
Nanette Headrick, 713 S. Rogers
Clarisse Affognan, 1817 E. Grauwyler Rd.
Tom Madrzykowski, 2220 Spanish Trail

The following individuals signed up to speak in opposition of this item:


Oscar Ward, 608 Farine Dr.
Margie Stipes, 1602 Upton Place
Joan Few, 1424 Abbott
William Few, 1424 Abbott
Amy Stevenson, 1719 Bradford
Frank Goodman, 715 W. Grauwyler
Doug Harper, 1117 S. Delaware St.
Carol Wood, 613 Shalamar
Lucia Rottenberg, 2220 Indian Creek Dr.

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Don Wilson, 1410 Ronne Dr.
Marilyn Wilson, 1410 Ronne
J. Pat Lamb. 2621 W. Airport Fwy
Mark Atteberry, 2281 Bolden Rd.
J. Don George, 4511 Byron Circle
Bob Harper, 3019 Churchill Downs
Linda Spink, 1319 N. Irving Heights
Julie Grant, 2026 Durham St.
Keith White, 1912 Anna Dr.
Beca DeLoach, 1205 Ichabod Ct.
Tina Few, 750 Knight Lane

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Frances Hollinghead, 3038 Saint Lo
Kensley Stewart, 3916 Tacoma
George Stephenson, 2105 Druid Drive
Darrel Story, 220 Fairfax
Clyde DeLoach, 1205 Ichabod Ct.

The following individuals signed up in opposition of this item, but did not wish to
speak:
John Burke, 2920 W. Shady Grove
Judy Faue, 611 Piccadilly
Shirley Fritz, 611 Piccadilly
Bob Dodson, 804 McCoy
Raleigh Mae Stevenson, 2421 Park Crest Ct.
Meeri Kangas, 1909 Pickwick Cir.
Rita Kangas, 1909 Pickwick Cir.
Dena Carper, 1610 W. 6th St.
Carol Carper, 1610 W. 6th St.
Howard Carper, 1610 W. 6th St.
Eddie Lavender, 1511 Live Oak Dr.
Tiffany Wilson, 1410 Ronne
Courtney Wilson, 1410 Ronne
Theodore Cole, 1137 Anderson
Bettye Cole, 3524 Colgate
Will Cole, 3524 Colgate
Sigrid Canto, 1530 Meyers Rd.
Ronnie Crow, 1506 Ross
Patricia Owen, 1506 Ross
Sally Carpman, 106 Senter Valley
Vicki Tate, 1710 Timbers
Esther Brooks, 1709 Creek Ridge Ct.
Richard Buck, 2703 Alan-a-Dale
Valerie Jones, 3942 Buckingham
Val Garcia, 626 Oak Ridge
Edna Garcia, 626 Oak Ridge
Sarah Few, 1717 Anderson

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Mayor Gears closed the public hearing at approximately 9:30 p.m.
Motioned by Councilman Santoscoy, seconded by Councilman Meagher to deny
Zoning Case #ZC10-0052 - Granting S-P-2 (Generalized Site Plan) for C-N
(Neighborhood Commercial) Uses - Approximately 3.2 Acres Located at 515
South MacArthur Boulevard - Kroger Texas, LP, Applicant/Owner

Motion to deny approved 9-0.

RESULT: DENIED [UNANIMOUS]


MOVER: Roy Santoscoy, Councilman

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


SECONDER: Allan Meagher, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

APPOINTMENTS AND REPORTS

34 Resolution No. RES-2011-24 -- Appointments to the Irving Flood Control


District Section I to Fill Two-Year Terms Expiring January 2013

Motion by Councilwoman Cannaday, seconded by Councilman Patrick to


approve the reappointments to the Irving Flood Control District Section I to Fill
Two-Year Terms Expiring January 2013

Patrick Daly
Robert Galecke
Gary Swink

Motion approved 9-0.

RESULT: ADOPTED [UNANIMOUS]


MOVER: Rose Cannaday, Councilwoman
SECONDER: Lewis Patrick, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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35 Resolution No. RES-2011-25 -- Appointing Board Members to the Tax
Increment Reinvestment Zone No. 1 Board to Fill Two-Year Terms Expiring
January 2013

This item was pulled from the agenda for postponement.

RESULT: POSTPONED NO VOTE


Next: 2/3/2011 7:00 PM

36 Resolution No. RES-2011-26 -- Appointing a Board Chair to the Tax

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Increment Reinvestment Zone No. 1 Board with a Term Expiring January
2012

This item was pulled from the agenda for postponement.

RESULT: POSTPONED NO VOTE


Next: 2/3/2011 7:00 PM

37 Resolution No. RES-2011-27 -- Appointments to the Metropolitan Higher


Education Authority to Fill Two-Year Terms Expiring June 2012

Motion by Councilwoman Cannaday, seconded by Councilman Patrick to


approve reappointments to the Metropolitan Higher Education Authority to Fill
Two-Year Terms Expiring June 2012

Meredith Bolger
Al Jarrell
Maurice Korkmas
Mike Kunstadt
Helen Schilling
Ben Thomas
Jim Widener

Motion approved 9-0.


RESULT: ADOPTED [UNANIMOUS]
MOVER: Rose Cannaday, Councilwoman
SECONDER: Lewis Patrick, Councilman
AYES: Gears, Meagher, Patrick, Stopfer, Farris, Philipp, Cannaday,
Santoscoy, Gallaway

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38 Mayor’s Report

Mayor Gears had no report at tonight’s meeting.

39 Adjournment

The meeting adjourned at approximately 10:16 p.m.

Citizens’ Forum

Minutes Acceptance: Minutes of Jan 13, 2011 7:00 PM (CONSENT AGENDA)


Doug Harper, 1117 S. Delaware St - Mr. Harper asked the Council to consider changing
the sign ordinance to allow temporary political signs to stay up during the week

Lucia Rottenberg, 2220 Indian Creek - Ms. Rottenberg questioned the water bills and
suggested allowing automatic bill pay with credit cards. She also noted her concern with
falling leaves in the neighborhoods and the risk of fire in dry conditions.

____________________________
ATTEST: Herbert A. Gears, Mayor

_________________________
Shanae Jennings, TRMC
City Secretary

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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3792


Recommending Department: City Secretary’s Office LSR No: Na

Resolution -- Supporting the State Highway 183 and Public/Private


Partnership Options During the 82nd Legislature
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of this resolution will show support to state lawmakers for the use
of innovative financing mechanisms, including public private-partnerships, to
complete S.H. 183 improvements over the next five to seven years.
3. S.H. 183 has been a major transportation corridor in the North Texas area since the
1940s.
4. There have not been major capital or operational improvements to S.H. 183 in the
last 38 years.
5. Traffic volumes have continued to increase due to growth in the region and the
impact of DFW International Airport such that the freeway typically operates over
capacity during peak periods.
6. The capacity for the S.H. 183 general purpose lanes and service road lanes will be
enhanced by the inclusion of two to three managed lanes in each direction, and the
managed lanes are a critical component to obtain financing necessary to complete
development of the project.
7. Funding for the $1.3 billion project from public sources is not available, and local
officials understand the need for managed lanes and support their inclusion in the
congested S.H. 183 corridor.
8. The utilization of innovative financing mechanisms, such as public-private
partnerships, remains the only viable alternative to complete the construction of
S.H. 183 within the next five to seven years.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: No Review Completed By: NA
Previous Action: NA Council Action: NA
.

CURRENT YEAR FINANCIAL IMPACT:


None

REVISION INFORMATION:

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Prepared: 1/24/2011 09:01 AM by Jennifer Phillips


Last Updated: 1/28/2011 11:21 AM by Jennifer Phillips

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3792)

WHEREAS, S.H. 183 has been a major transportation corridor in the North Texas area since the
1940s, was constructed as a four-lane divided freeway in 1959, and had two additional lanes added in
1973; and,

WHEREAS, there have not been major capital or operational improvements to S.H. 183 in the
last 38 years; and,

WHEREAS, the segment of S.H. 183 from S.H. 161 to I-35E is approximately 9.1 miles in
length with traffic volumes between 150,000 and 200,000 vehicles per day; and,

WHEREAS, traffic volumes have continued to increase due to growth in the region and the
impact of DFW International Airport such that the freeway typically operates over capacity during peak
periods; and,

WHEREAS, the 2030 traffic projections show volumes of 350,000 vehicles per day in the most
congested sections of S.H. 183; and,

WHEREAS, the design schematic for S.H. 183 calls for the construction of four to five general
purpose lanes and three service road lanes in each direction, providing a total of fourteen to sixteen
lanes for which no toll will be assessed; and,

WHEREAS, the capacity for the S.H. 183 general purpose lanes and service road lanes will be
enhanced by the inclusion of two to three managed lanes in each direction, and the managed lanes are a
critical component to obtain financing necessary to complete development of the project; and,

WHEREAS, there has been significant public involvement during the S.H. 183 design process,
including multiple public meetings and forums; and,

WHEREAS, TxDOT has worked closely with local elected officials, stakeholders, and citizens
along S.H. 183 on the planned improvements; and,

WHEREAS, the design schematics were approved in 2006, and the environmental assessment is
expected to be approved by June 2011; and,

WHEREAS, funding for the $1.3 billion project from public sources is not available, and local
officials understand the need for managed lanes and support their inclusion in the congested S.H. 183
corridor; and,

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WHEREAS, the utilization of innovative financing mechanisms, such as public-private


partnerships, remains the only viable alternative to complete the construction of S.H. 183 within a time
horizon of five to seven years;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City of Irving supports the proposed TxDOT design for S.H. 183 from
S.H. 161 to I-35E, which incorporates managed toll lanes.

SECTION II. THAT the City of Irving supports the use of innovative financing mechanisms,
including public-private partnerships, in order to complete the S.H. 183
improvements in five to seven years.

SECTION II. THAT the City of Irving supports the position that in as much as S.H. 114 and the
project known as the Diamond Interchange improve the viability and operations of
S. H. 183, that these ancillary facilities be included in the project scope of any public-
private partnership.

SECTION III. THAT the City of Irving supports giving TxDOT statutory authority to enter into
public-private partnerships for the purpose of seeking competitive proposals and
awarding the construction of the planned improvements for S.H. 183, S. H. 114 and
the project known as the Diamond Interchange.

SECTION IV. THAT the City of Irving supports expedited approval of authorization for TxDOT to
enter into public-private partnerships with an effective date in the first quarter of
calendar year 2011 to facilitate an early issuance of requests for proposals.

SECTION V. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

Packet Pg. 55
4

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 56
State
Highway 183

Fact Sheet
State Highway 183 Future Typical Cross-Section

Summary
• The project area covers east-west Milestones
transportation needs along existing State
Highway 183 from State Highway 360 east to • November 1999 – Irving City Council approved a
Interstate Highway 35E and includes West resolution endorsing the findings of the State
Dallas, Irving, and the southern area of DFW Highway183/West Fork Major Investment Study with
International Airport. stipulations that Irving’s citizen’s interest were
• Funding for this project is a compilation protected.
of sources that includes: standard Texas
Department of Transportation (TxDOT) • February 2004 – The Federal Highway Administration
funding, Federal Highway Administration, (FHWA) issued a Finding of No Significant Impact for
public/private partnerships, and anticipated the State Highway 183 project.
tolling revenue. Currently, City of Irving,
North Central Texas Council of Governments • April 2005 – The City of Irving conducted a special
(NCTCOG) and TxDOT are working to secure City Council meeting (public input) for the State
additional funding from Regional Highway 183 re-evaluation.
Transportation Council to fund right-of-way
acquisition. Approval expected spring 2011. • August 2006 – FHWA approved the design schematic
for the proposed concurrent flow HOV/managed lanes
• Efforts are being made to include the
project in the NCTCOG Mobility 2035 Plan. concept.
This inclusion will qualify the project for
available federal funding and allow the project • March 2011 – Sound wall construction is set to begin
to be presented to the 82nd Legislative in three locations where neighborhoods are adjacent
Session to be considered as a part of one of to the frontage roads. The 12-month project includes
two potential Public/Private Partnership a short section of frontage road near Jaycee Park.
Projects for the state of Texas.
• March 2011 – The FHWA’s Satisfactory for Further
• The proposed plan calls for the construction
Processing (SFP) on the environmental assessment
of two- to three-lane frontage roads in each
re-evaluation is anticipated.
direction, four non-toll main lanes in each
direction and two managed tolled lanes in
• April 2011 – Public Hearing to receive input is
each direction.
scheduled.
• For ongoing project information, corridor
maps and updates, visit TxDOT’s Web site at • June 2011 – The FHWA’s approval on re-evaluation is
www.keepitmovingdallas.com. anticipated.

(01/11)
Property Owners Along Frontage Roads
TxDOT’s goal is to complete frontage roads prior to main lane
State Highway 183 construction. There will be variable lane closures during
construction, which will have impact on local traffic. The City of
Right-of-Way Acquisition Process Irving will work in partnership with TxDOT to provide as much
TxDOT establishes the right-of-way (ROW) need based notice as possible of these closures.
on project and construction design. TxDOT prepares
ROW maps, exhibits and other documentation. TxDOT Surrounding Businesses and Residents along
has property appraised, makes offers and negotiates State Highway 183
settlements directly with business owners. • Access will be provided to all surrounding properties during
• Total of 345 parcels to be acquired at a cost of construction. There will be detours at different points of
$190 million. construction and directional signage will be in place
• 64 percent of the parcels along State Highway 183 throughout the duration of the project.
have been acquired.
• 7 percent of the parcels are currently in eminent • Project updates will be provided through a variety of methods to
domain. include: press releases to newspapers, radio and TV stations, and
• Offers on the remaining 29 percent of the parcels the TxDOT and City of Irving websites.
are pending additional project funding.

The Greater Irving-Las Colinas Chamber of Commerce is
providing impacted businesses with retention-oriented Overlay District Planning
assistance to include: advertising, marketing and
relocation consulting. To date, thirty four businesses • The State Highway 183 Overlay District has been proposed to
have relocated within Irving. guide new development and redevelopment along the State
Highway 183 corridor. The proposed ordinance includes new
Sound Walls guidelines for the types of land uses allowed in various
TxDOT has awarded a $7M contract to Zachry segments of the corridor. It also includes enhanced standards
Construction Corp. for the construction of soundwalls for landscaping, building materials and architecture, site design,
where residential neighborhoods are adjacent to the screening, lighting and noise, in addition to guidelines to
frontage roads. These soundwalls were designed with protect adjacent residential properties from any potential
input from the City of Irving and will feature an eques- negative impacts of new development. The Overlay does not
trian theme with accent panels on a typical 10’ tall wall affect any residential properties; only commercial.
with an attractive combination of brick, stone and cast • The development of the State Highway 183 Overlay District
stone finishes. The construction will begin in March of began in the spring of 2009, and has included over 65 meetings,
2011 and is anticipated to be complete in March 2012. presentations and discussions with the City Council, Planning
A short section of east bound frontage road will also and Zoning Commission, property owners, business owners and
be constructed with the sound wall project from Story residents, including 6 stakeholder meetings to which over 1500
Road to William Brewster Drive. Several streets will be property owners were invited.
impacted by the installation of the soundwalls. Access
to the west bound frontage road from Britain Road, • On January 17, 2011, the Planning and Zoning Commission
East Newton Circle and West Newton Circle will be unanimously recommended approval of the Overlay to the City
permanently closed to enhance the effectiveness of the Council, which will consider adoption of the Overlay in February
sound walls in protecting the adjacent neighborhood. 2011. It is expected that adoption of the Overlay will result in an
improved appearance of the corridor, consistency of standards
Vacated Buildings for creating a community identity, enhanced retail, dining,
TxDOT is responsible for demolition of vacant buildings. entertainment and employment opportunities for residents, and
City staff and TxDOT coordinate to ensure the buildings a more pleasant environment for those traveling the highway.
are secured and kept in a neat and orderly manner prior
to demolition. There are a total of 70 buildings to be
demolished. To date, 62 percent of the buildings
have been demolished, 10 percent are pending Project Contacts
demolition and the remaining 28 percent will be Texas Department of Transportation (TxDOT)
demolished once they are acquired by TxDOT. TxDOT Project: Nasser Askari P.E., Project Manager
will perform an asbestos study to determine if any (214) 320-6100
asbestos abatement will be required. A demolition plan Right-of-Way: Cecilio Saldana, LPA Coordinator
will then be compiled, which is inclusive of any asbestos
(214) 320-6100
abatement requirements. Smaller commercial buildings
typically take between 30–60 days. However with
larger properties the timeframe can vary and could City of Irving
require several months. While recent funding issues Dan Vedral, P.E., Public Works – (972) 721-8044
have delayed the demolition of some of the vacant Doug Janeway, Real Estate Services – (972)-721-2790
buildings, TxDOT is working to re-instate funding
adequate to complete the demolition of the remaining Trudy Hester, VP of Legislative Affairs and Programs, Greater
vacant buildings. Irving-Las Colinas Chamber of Commerce – (214) 217-8484
(01/11)
5

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3797


Recommending Department: City Secretary’s Office LSR No: NA

Resolution -- Supporting the Interstate Highway 35 Project and


Public/Private Partnership Options during the 82nd Legislature
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of this resolution will show support to state lawmakers for the use
of innovative financing mechanisms, including public private-partnerships, to
complete Interstate Highway 35 East improvements.
3. The interstate highway system in Texas has a positive economic impact and
Interstate Highway 35 in particular has become one of the nation’s most important
interstate routes due to international trade and commerce.
4. The segment of I-35E from Interstate Highway 635 in Dallas to U.S. Highway 380 in
Denton is approximately 28 miles in length with average daily vehicle count of
between 175,000 and 200,000 vehicles per day.
5. 2030 traffic projections show traffic will exceed 330,000 vehicles per day in the most
congested areas of I-35E.
6. The current design plans for I-35E provides for the construction of four general
purpose lanes and three access road lanes in each direction, which combined a
total of fourteen (14) lanes, for which no toll will be assessed.
7. The capacity for the I-35E general purpose lanes and access lanes will be
enhanced with the inclusion of two managed toll lanes in each direction where the
managed lanes are a critical component to obtain financing necessary to complete
development of the project.
8. The total cost of the project is projected to be $4.4 billion.
9. The staged construction of I-35E, utilizing innovative financing mechanisms,
including Public Private Partnerships remains the only viable alternative to complete
the construction of I-35E within a time horizon of 5-7 years; the alternative time
horizon utilizing the motor fuel tax revenue is 20-30 years.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: No Review Completed By: NA
Previous Action: NA Council Action: NA
.

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CURRENT YEAR FINANCIAL IMPACT:


None

REVISION INFORMATION:
Prepared: 1/25/2011 10:57 AM by Jennifer Phillips
Last Updated: 1/27/2011 02:11 PM by Jennifer Phillips

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3797)

WHEREAS, the interstate highway system in Texas has a positive economic impact and
Interstate Highway 35 in particular has become one of the nation’s most important interstate routes due
to international trade and commerce; and

WHEREAS, traffic volume has increased geometrically as cities along Interstate 35 grew and
became economic centers of national importance; and

WHEREAS, Interstate Highway 35 East (I-35E) has been designated as an international trade
route for commerce known as the NAFTA Superhighway; and

WHEREAS, Interstate 35 was an original Interstate Highway and approved by the Texas State
Highway Commission in 1962 that was 492 miles in length; and

WHEREAS, Interstate 35 has been designated by the United States Congress as a National High
Priority Corridor – Corridor 23; and

WHEREAS, the segment of I-35E from Interstate Highway 635 in Dallas to U.S. Highway 380
in Denton is approximately 28 miles in length with average daily vehicle count of between 175,000 and
200,000 vehicles per day; and

WHEREAS, the 2030 traffic projections show traffic will exceed 330,000 vehicles per day in
the most congested areas of I-35E; and

WHEREAS, the use of managed toll lanes on I-35E has already been authorized by the Federal
Highway Administration (“FHWA”) through approval of an Express Lane Demonstration Program
entered into between TxDOT and FHWA on September 30, 2009; and

WHEREAS, the current Design Schematics and Interstate Access Justification for I-35E were
approved by FHWA on October 28, 2009; and

WHEREAS, the current design plans for I-35E provides for the construction of four general
purpose lanes and three access road lanes in each direction, which combined a total of fourteen (14)
lanes, for which no toll will be assessed; and

WHEREAS, the capacity for the I-35E general purpose lanes and access lanes will be enhanced
with the inclusion of two managed toll lanes in each direction where the managed lanes are a critical
component to obtain financing necessary to complete development of the project; and

WHEREAS, there has been significant public involvement during the development of the I-35E
design process, including multiple public meetings and forums; and

WHEREAS, TxDOT has over the past ten years worked closely with local elected officials,
stakeholders, and communities of interest along I-35 on the planned improvements; and

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5

WHEREAS, the total cost of the project which is divided into three segments covering 28 miles,
is projected to be $4.4 billion; and

WHEREAS, Denton County has pledged its Regional Toll Revenue in the amount of $535
million, in addition to voter approved County Road Bond funds in the amount of $55 million, to help
finance the completion of the entire I-35E project; and

WHEREAS, local officials understand the need for and support the inclusion of managed lanes
in the congested I-35E corridor; and

WHEREAS, the completion of I-35E with the “pay as you go” appropriation method utilizing
motor fuel tax revenue could delay implementation of the project for an additional 20-30 years; and

WHEREAS, staged construction of I-35E, utilizing innovative financing mechanisms, including


Public Private Partnerships remains the only viable alternative to complete the construction of I-35E
within a time horizon of 5-7 years; and

WHEREAS, I-35E public hearings are scheduled for the Fall of 2010 with environmental
clearance and the issuance of a Finding of No Significant Impact expected in the first quarter of 2011.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City of Irving supports the proposed TxDOT schematic and design of
Interstate Highway 35 East from Interstate Highway 635 to U.S. State Highway 380,
which incorporates managed toll lanes.

SECTION II. THAT the City of Irving supports the authorization of innovative funding concepts,
public private partnerships and other funding alternatives which can be implemented
by reauthorizing TxDOT to enter into contracts with private sector partners to
complete I-35E, as designed, in 5-7 years.

SECTION III. THAT the City of Irving joins with the other political subdivisions adjacent to and
along the I-35E corridor to request and support the statutory authority for TxDOT to
enter into public private partnerships, as previously authorized by statute, for the
purpose of seeking competitive proposals and awarding the construction of the
designed improvements for I-35E.

SECTION IV. THAT the City of Irving supports the expedited consideration of reauthorization for
TxDOT to enter into public private partnerships with an effective date in the first
quarter of calendar year 2011 to facilitate an early issuance of requests for proposals
to accelerate the initiation of the needed improvements for I-35E.

SECTION V. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

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PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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6

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3789


Recommending Department: City Secretary’s Office LSR No: N/A

Resolution -- Authorizing the Destruction of Obsolete Records in


Accordance with the City of Irving’s Records Management Policy
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Departments annually approve destruction of records whose legal
retention has been met. This assures that all record destruction is in compliance
with the Records Management Plan.
3. Destruction is requested for 287 cubic feet of records for Inspections, Solid Waste
Services, Parks and Recreation, Police, Capital Improvement Programs, Code
Enforcement, Customer Services and Records Management.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: No Review Completed By: N/A
Previous Action: N/A Council Action: N/A
.

ATTACHMENTS:
Destruction February 3, 2011 (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/20/2011 10:12 AM by April Goff
Last Updated: 1/26/2011 10:16 AM by April Goff

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3789)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby authorizes the destruction of 287 cubic feet (287
boxes) of unneeded records as shown on the attached list.

SECTION II. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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7

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3796


Recommending Department: City Attorney’s Office LSR No:

Resolution -- Approving Completion Agreement with Dallas Area Rapid


Transit to Specify and Authorize Actions by Each Party to Fully Satisfy and
Close the 2000 Interlocal Agreement for the Orange Line Alternate Routing
Administrative Comments
1. This item supports Strategic Goal No. 9: Infrastructure Network.
2. Impact: This agreement paves the way for the completion of the first two Phases of
light rail through Irving.
3. In 2000, the City of Irving entered into an Interlocal Agreement with DART whereby
the light rail line route to the D/FW Airport would change from the Manana line to a
configuration which took the line past the Texas Stadium site, the University of
Dallas, and the Las Colinas Urban Center with its high employment and residential
densities.
4. In order to induce DART to make this routing change, the City agreed to pay one
third of the increased costs of the lengthier line, up to $60 million. Under the
agreement, the City would receive credit against this $60 million for any cost
reductions, rights of way secured, or contributions from others.
5. Under the Interlocal Agreement, the amount of the City’s obligation would increase
3.5% per year until this amount was paid or credited.
6. Under the terms of the Completion Agreement, DART will continue the construction
of Phases I and II of the Orange line to be finished in August 2012 and December
2012, respectively; will release the City from further obligations under the 2000 ILA;
and will work diligently to gain permission, design, construct, and operate Phase III
of the Orange Line into D/FW Airport to a station adjacent to Terminal A.
7. In exchange for DART’s agreement, the City of Irving will wire the sum of
$11,000,000 to DART on February 4, convey all mass transit right of way acquired
in relation to this project to DART, and agrees that future alignment or station
changes shall be with the consent of DART.
8. Funding in the amount of $11,000,000 will be available in the DART Participation
Projects Fund.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Charles R. Anderson
Previous Action: Res. No. 11-9-00-552 Council Action: Approval of Agreement
.

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7

ATTACHMENTS:
Completion Agreement 2.3.2011 (DOC)

CURRENT YEAR FINANCIAL IMPACT:


4064-1001-71804-100 Budget: $ Actual: $11,000,000
Budget Adjustment/Transfer Required: Yes. Funding for this project will be provided from
DART and the TIF Project Fund. A budget adjustment will be requested to fund the
construction line item once the funding is received.

REVISION INFORMATION:
Prepared: 1/25/2011 10:28 AM by Charles Anderson
Last Updated: 1/28/2011 11:37 AM by Belinda Rowlett

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3796)

WHEREAS, an interlocal agreement (hereinafter referred to as "ILA") was made by and


between the City of Irving, Texas, a municipal corporation, (hereinafter referred to as "CITY"), and
Dallas Area Rapid Transit, a regional transportation authority organized and existing pursuant to
Chapter 452, Texas Transportation Code, (hereinafter referred to as "DART"), concerning an alternate
route for a DART rail line through Irving; and

WHEREAS, this ILA was approved by the City Council of the City of Irving in Resolution
No. 11-9-00-552, and was approved by the DART Board and executed on March 8, 2002; and

WHEREAS, the ILA provided that CITY would fund one third of the increased cost of the
alternate alignment of the DART Orange Line through Irving, and that such contribution would amount
to $60 million, which obligation would increase by 3.5% per year until fully satisfied; and

WHEREAS, the CITY has had the flexibility to satisfy its obligation through a number of
options including right of way, direct monetary sources, and cost reductions; and

WHEREAS, the CITY has made substantial contributions to date in aid of this Orange Line
project; and

WHEREAS, DART has made significant progress in constructing Phases I and II of the Orange
Line; and

WHEREAS, DART and CITY find it mutually beneficial to close and complete the ILA under
the terms and conditions as herein agreed;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached agreement between the City of
Irving and Dallas Area Rapid Transit for completion of the Interlocal Agreement on
the route of the Orange Line, in the amount of $11,000,000, and the Mayor is
authorized to execute said agreement and any necessary conveyance documents upon
approval of the City Attorney.

SECTION II. THAT this expenditure shall be charged to Account No. 4064-1001-71804-100.

SECTION III. 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

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Chief Financial Officer

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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7.a

STATE OF TEXAS §
§
COUNTY OF DALLAS §

COMPLETION AGREEMENT
between
DALLAS AREA RAPID TRANSIT
and
THE CITY OF IRVING, TEXAS

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


WHEREAS, an interlocal agreement (hereinafter referred to as "ILA") was
made by and between the City of Irving, Texas, a municipal corporation,
(hereinafter referred to as "CITY"), and Dallas Area Rapid Transit, a
regional transportation authority organized and existing pursuant to
Chapter 452, Texas Transportation Code, (hereinafter referred to as
"DART"), concerning an alternate route for a DART rail line through Irving;
and

WHEREAS, ILA was approved by the City Council of the City of Irving in
Resolution 11-9-00-552, and was approved by the DART Board and
executed on March 8, 2002; and

WHEREAS, the ILA provided that CITY would fund one third of the
increased cost of the alternate alignment of the DART Orange Line
through Irving, and that such contribution would amount to $60 million,
which obligation would increase by 3.5% per year until fully satisfied; and

WHEREAS, the CITY has had the flexibility to satisfy its obligation
through a number of options including right of way, direct monetary
sources, cost reductions; and

WHEREAS, the CITY has made substantial contributions to date in aid of


this Orange Line project; and

WHEREAS, DART has made significant progress in constructing Phases


I and II of the Orange Line; and

WHEREAS, DART and CITY find it mutually beneficial to close and


complete the ILA under the terms and conditions as herein agreed; and.

WHEREAS, Chapter 791 of the Texas Government Code, as amended,


provides authorization for local governments to enter into interlocal
contracts.

NOW, THEREFORE, in consideration of the foregoing recitations, which are hereby

agreed to be true and correct, and for such further covenants and duties as hereafter

expressed, all of which are deemed sufficient, CITY and DART agree as follows:

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7.a

A. DART agrees to the following covenants:

1. To diligently continue construction of the Orange Line, Phases I and II, all

the way from its junction with the operational Green Line to Belt Line

Road in Irving, with an estimated completion date of December 2012.

2. Release the City of Irving from further commitments under the ILA.

3. Continue working with all deliberate speed to secure necessary

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


approvals, to finance, to design, to construct and then to operate Phase

III of the Orange Line so that the Orange line will provide service from a

station adjacent to Terminal A of the Dallas Fort Worth International

Airport, through Irving along the agreed alignment, to complete a rail

connection to the Green Line and to the points served by DART light rail

such as Parkland Hospital, the American Airlines Center and downtown

Dallas.

B. CITY agrees as follows:

1. Pay to DART the sum of $11,000,000 by the close of business on

February 4, 2011.

2. Convey to DART any remaining parcels or easements for mass transit

right of way for the Orange Line and its associated stations which may

still be in the CITY’s name. Such conveyances shall be completed by

February 11, 2011.

3. That any further changes in alignment or construction of stations not

currently approved for construction shall be with the approval of both

DART and CITY, provided that the station adjacent to Terminal A in the

D/FW Airport shall not require further contribution from CITY.

COMPLETION AGREEMENT Page 2


IRVING ORANGE LINE
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C. Notice to each of the parties hereto shall be as follows:

DART P.O. Box 66013


Dallas, Texas 75266
Attention: President/Executive Director

CITY: 825 W. Irving Blvd.


Irving, Texas 75060
Attention: City Manager

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


D. This agreement is performable in Dallas County, Texas and exclusive

venue for any legal action in connection with this agreement shall lie in

Dallas County, Texas. This Agreement shall be governed by and

construed in accordance with the laws of the State of Texas.

E. In the event one or more of the provisions contained in this Agreement

shall for any reason be held to be invalid, illegal or unenforceable, such

invalidity, illegality or unenforceability shall not affect any other provision

hereof and this Agreement shall be considered as if such invalid, illegal or

unenforceable provisions had never been contained herein.

F. This Agreement shall be binding upon and inure to the benefit of each of

the parties hereto and their respective successors and approved assigns.

G. The effective date of this Agreement shall be the date it is executed by

the last of the parties. References to the date of execution of the

Agreement are to the effective date.

H. The Agreement embodies the entire agreement of the parties hereto

relating to the matters covered herein and cannot be modified or

amended except by a written addendum or agreement of the parties.

I. This Completion Agreement was approved by appropriate action of the

governing bodies of DART and the CITY as required by law.

COMPLETION AGREEMENT Page 3


IRVING ORANGE LINE
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7.a

THIS AGREEMENT EXECUTED this the __________day of A.D., 2011

CITY OF IRVING

By:

Herbert A. Gears, Mayor

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


Attest:

Shanae Jennings, Acting City Secretary

DALLAS AREA RAPID TRANSIT

By:

Gary Thomas, President/Executive Director

COMPLETION AGREEMENT Page 4


IRVING ORANGE LINE
Packet Pg. 94
7.a

EXECUTIVE DIRECTOR’S ACKNOWLEDGMENT

THE STATE OF TEXAS §


§
COUNTY OF DALLAS §

BEFORE ME, the undersigned authority, a Notary Public in and for said County
and State, on this day personally appeared Gary Thomas of Dallas Area Rapid Transit, a

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


regional transit authority organized under Chapter 452, Texas Transportation Code,
known to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Dallas Area
Rapid Transit, that he was duly authorized to perform the same by appropriate resolution
of the board of Dallas Area Rapid Transit for the purposes and consideration therein
expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day

of A.D., 2011.

Notary Public In and For

County

My Commission Expires:

COMPLETION AGREEMENT Page 5


IRVING ORANGE LINE
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7.a

MAYOR'S ACKNOWLEDGMENT

THE STATE OF TEXAS §


§
COUNTY OF DALLAS §

BEFORE ME, the undersigned authority, a Notary Public in and

Attachment: Completion Agreement 2.3.2011 (3796 : 16 DART ILA Completion)


for said County and State, on this day personally appeared Herbert A. Gears,

Mayor of the City of Irving, Texas, a municipal corporation, known to me to be the

person and officer whose name is subscribed to the foregoing instrument and

acknowledged to me that the same was the act of the said City of Irving, Texas, a

municipal corporation, that he was duly authorized to perform the same by

appropriate resolution of the City Council of the City of Irving and that he

executed the same as the act of the said City for purpose and consideration

therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of

_____________________, A.D., 2011.

____________________________________
Notary Public In and For the State of Texas

COMPLETION AGREEMENT Page 6


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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3793


Recommending Department: City Attorney’s Office LSR No: N/A

Resolution -- Approving Settlement in Samuel Allen, et al. v. City of Irving


Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The settlement, if authorized, would resolve the lawsuit.
3. This case was mediated on November 17, 2010.
4. The proposed settlement was reviewed and recommended by the City of Irving
Claims Board.
5. Funding is available in the Self-Insurance Casualty Fund.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Melissa Cranford
Previous Action: N/A Council Action: N/A
.

CURRENT YEAR FINANCIAL IMPACT:


6750-0871-58001-8710 Budget: $ Actual: $125,000.00
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 1/24/2011 04:56 PM by Belinda Rowlett
Last Updated: 1/26/2011 03:40 PM by Belinda Rowlett

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8

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3793)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves and authorizes settlement in Samuel Allen,
et al. v. City of Irving, Cause No. 09-07364, in the amount of $125,000.00, and the
Mayor is authorized to execute any and all settlement documents upon approval of
the City Attorney's Office.

SECTION II. THAT this expenditure shall be charged to Account No. 6750-0871-58001-8710.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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9

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3746


Recommending Department: Capital Improvement Program LSR No: 11746

Resolution -- Approving a Discretionary Service Agreement Between the


City of Irving and Oncor Electric Delivery Company, LLC, for the
Undergrounding of Aerial Electric Facilities on Hunter Ferrell Road
Administrative Comments
1. This item supports Strategic Goal No. 9: Infrastructure.
2. Impact: It is necessary to relocate three (3) aerial facility crossings and place them
underground on Hunter Ferrell Road between MacArthur Boulevard and Story Road
to construct the roadway pavement project.
3. This complies with ongoing efforts to underground utilities and will provide for a
more reliable power source in inclement weather.
4. Funding in the amount of $83,687.21 is available in the Street Improvement Bond
Fund.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: N/A Council Action: N/A
.

ATTACHMENTS:
Oncor DSA Hunter Ferrell (PDF)

CURRENT YEAR FINANCIAL IMPACT:


4005-1902-77010-906038 Budget: $83,687.21 Actual: $83,687.21
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 12/21/2010 10:30 AM by Lana King
Last Updated: 1/24/2011 03:42 PM by Lana King

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9

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3746)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the attached discretionary service agreement
between the City of Irving and Oncor Electric Delivery Company, LLC, for
undergrounding of electric facilities on Hunter Ferrell Road in an amount not to
exceed $83,687.21, and the Mayor is authorized to execute said agreement.

SECTION II. THAT this expenditure shall be charged to Account No. 4005-1902-77010-906038.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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9.a

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Attachment: Oncor DSA Hunter Ferrell (3746 : 19 DSA Agmt Oncor for Hunter Ferrell Road)
9.a

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Attachment: Oncor DSA Hunter Ferrell (3746 : 19 DSA Agmt Oncor for Hunter Ferrell Road)
10

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3794


Recommending Department: Real Estate & Development LSR No: 11951

Resolution -- Authorizing the Mayor to Execute a First Amendment to the


Second Amended and Restated Entertainment Center Development
Agreement with Las Colinas Group, LP
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: Approval of the First Amendment to the Second Amended and Restated
Entertainment Center Development Agreement will extend the timeline for
developing financing structures for construction of the Irving Entertainment Center
at Las Colinas.
3. This document incorporates the City’s consultant travel and reimbursement
guidelines into the Development Agreement.
4. This document amends the financing timeline to reflect the action steps to
construction funding, in the following sequence:
(i) Defined action steps will begin upon receipt of a final non-appealable
judgment in the pending litigation
(ii) 15 days: City determines estimated Net Bond Proceeds, upon advice of
City’s financial advisor, based on bonding capacity of various revenue
streams
(iii) 30 days [if Net Bond Proceeds are at least $200 million] OR 60 days [if Net
Bond Proceeds are less than $200 million]: LCG delivers fully executed Loan
Commitment
• In amount of Total Project Cost minus Net Bond Proceeds
• In form and content acceptable to City
• With no exceptions or qualification to funding other than City’s issuance
of its Bonds
(iv) 45 days: City to prepare bond ordinance and appropriate documents, such as
update PKF, IG studies; obtain bond ratings
(v) If City does not adopt Bond Ordinance, then either party may terminate. If
City does adopt Bond Ordinance, then 30 days to Closing:
• LCG will close on its financing, in at least the amount of Loan
Commitment, and no less than $50,000,000
• LCG will deliver funds to the Partnership Project Cost Account
• City will then deliver bonds and close on its financing
5. Either party may terminate if a final non-appealable judgment is not secured by
December 31, 2011, and if any of the above action steps do not occur.

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10

6. If either party gives notice of intent to terminate the Agreement, Partnership then
has six months to find a replacement developer acceptable to City. If an acceptable
replacement is not found, the Development Agreement terminates at the end of the
six months.
7. A more comprehensive restatement of the Development Agreement will occur with
the consideration of the bond ordinances, to conform the Agreement to the
approved financing structure.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Karen Brophy
Previous Action: Council Action:
RES-2010-206 Second Amended & Restated Entertainment
Center Development Agreement

RES-2010-160 Second Amendment to Amended and Restated


Entertainment Center Development Agreement

First Amendment to the Amended and Restated


RES-2009-533
Entertainment center Lease and Development
Agreements

Amended and Restated Entertainment Center


RES-2009-245 Development Agreement

RES-2008-581 Entertainment Center Development Agreement

ATTACHMENTS:
agreement (PDF)

CURRENT YEAR FINANCIAL IMPACT:


None

REVISION INFORMATION:
Prepared: 1/24/2011 05:04 PM by Cynthia Castro
Last Updated: 1/28/2011 10:55 AM by Cynthia Castro

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3794)

WHEREAS, on December 11, 2008, the City Council approved Resolution No. RES-2008-581,
which approved the Entertainment Center Development Agreement between the City of Irving and Las
Colinas Group, LP, for financing, design, construction and operation of a community venue project
known as the Entertainment Center and Hotel Project; and

WHEREAS, on August 5, 2010, the City Council approved Resolution No. RES-2010-206,
which approved the Second Amended and Restated Entertainment Center Development Agreement;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached First Amendment to the Second
Amended and Restated Entertainment Center Development Agreement between the
City of Irving and Las Colinas Group, LP, and the Mayor is authorized to execute
said agreement.

SECTION II. 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

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10

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
10.a

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Attachment: agreement (3794 : 29 Agree 1st Amend to 2nd A&R Entertain Dev Agree)
11

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3728


Recommending Department: Real Estate & Development LSR No: 11942

Resolution -- Approving a Sales Contract for the Acquisition of Properties


Located at 303, 309, 317, and 321 East Second Street
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: The acquisition of these properties utilizing the North Central Texas
Council of Governments’ matching funds will allow the city to landbank the
properties for future development in Heritage Crossing.
3. The North Central Texas Council of Governments (NCTCOG) awarded the City of
Irving $1.0 million in funding pursuant to Resolution No. 4-3-08-138 for the Heritage
District Sustainable Development Landbanking Project. The agreement requires
the city to match with $250,000.00 toward the landbanking project.
4. The properties located at 303, 309, 317 and 321 East Second Street are located at
the northwest corner Second Street and Britain Road and are currently improved
with four single-family residential structures and two garage apartments.
5. The acquisition of these properties located within Heritage Crossing was discussed
at the Heritage Crossing Communications Committee meeting on January 10, 2011.
The committee voted 6 in favor, 3 opposed and 2 abstaining to support the
acquisition of the properties utilizing the NCTCOG funding.
6. The properties have been appraised at $529,000.00 and the property owner has
agreed to sell at the appraised value plus closing costs not to exceed $10,000.00.
All proceeds of the sale will be applied toward the outstanding balance of the
Comerica note and no funds will be disbursed to the owner, Heritage District, LLC.
7. NCTCOG has approved the purchase of these properties under the terms of the
agreement and has issued a notice to proceed.
8. Funding in the amount of $539,000.00 is available in the Economic Development
Fund.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By:
Previous Action: 4-3-08-138 Council Action: Approving Interlocal
Agreement with NCTCOG

ATTACHMENTS:
Acq of 303 - 321 E Second Street - Location Map (PDF)
RES - Acq of 303 - 321 E Second Street - Sales Contract (PDF)

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11

Acq of 303 - 321 E Second Street - NCTCOG Notice to Proceed (PDF)

CURRENT YEAR FINANCIAL IMPACT:


1020-2906-70101-907064 Budget: $539,000.00 Actual: $539,000.00
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 12/13/2010 03:19 PM by Cynthia Castro
Last Updated: 1/25/2011 04:17 PM by Cynthia Castro

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3728)

WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code, the Irving City
Council created a program called the South Irving Development Initiative for granting public funds
including a land banking fund, to promote local economic development, stimulate residential
redevelopment, business and commercial activity in the area of Irving now called Heritage Crossing,
and more fully described in Resolution 12-14-06-478; (“Heritage Crossing Program”)

WHEREAS, pursuant to Resolution 4-3-08-138, City entered an Interlocal Cooperative


Agreement with North Central Texas Council of Governments for Sustainable Development
Transportation Land Banking Project; (“NCTCOG Project”)

WHEREAS, a goal of the NCTCOG Project is to encourage and provide opportunities to


develop sustainable development projects throughout the region;

WHEREAS, pursuant to Resolution 2009-530, City and Heritage District, LLC executed a three
year agreement December 17, 2009 for consulting services related to redevelopment of Heritage
Crossing;

WHEREAS, it is the intent of this Resolution to authorize the purchase of land from Heritage
District, LLC, subject to a right of first offer, as a part of the land bank element of the City’s Heritage
Crossing Program;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached Sales Contract with Heritage
District, LLC, in the amount of $529,000.00 plus closing costs not to exceed
$10,000.00 for the acquisition of 303, 309, 317, and 321 East Second Street, and the
Mayor is authorized to execute said contract and related conveyance documents.

SECTION II. THAT this expenditure shall be charged to Account No. 1020-2906-70101-907064.

SECTION III. 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

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11

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 118


11.a

Packet Pg. 119


Attachment: Acq of 303 - 321 E Second Street - Location Map (3728 : 29 Acq 303-321 E Second Street)
11.b

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Attachment: RES - Acq of 303 - 321 E Second Street - Sales Contract (3728 : 29 Acq 303-321 E Second
11.b

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Attachment: RES - Acq of 303 - 321 E Second Street - Sales Contract (3728 : 29 Acq 303-321 E Second
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Attachment: RES - Acq of 303 - 321 E Second Street - Sales Contract (3728 : 29 Acq 303-321 E Second
11.c

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Attachment: Acq of 303 - 321 E Second Street - NCTCOG Notice to Proceed (3728 : 29 Acq 303-321 E Second Street)
12

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3773


Recommending Department: Real Estate & Development LSR No: 11888

Resolution -- Approving a Sales Contract for the Acquisition of a Single-


Family Residence Located at 1411 W. Sixth Street - Ceasar Cavazos and
Nora Cavazos, Property Owners
Administrative Comments
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. Impact: Acquisition of this property will provide enhanced access and exposure to
Keeler Park.
3. This single-family residence is currently owner occupied. The 2008, 2009 and 2010
tax assessed value of the property is $67,100.00, $59,330.00, and $58,820.00,
respectively. The city has purchased comparable property in the vicinity in the
$84,000.00 to $98,000.00 range.
4. The property owner has agreed to sell the property for $90,000.00, plus closing
costs not to exceed $6,000.00. The city owns the property adjacent to this property.
5. Funding in the amount of $96,000.00 is available in the Park Improvement Bond
Fund.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: N/A Council Action: N/A

ATTACHMENTS:
RES - Acq of 1411 W Sixth Street - Sales Contract (PDF)
Acq of 1411 & 1415 W Sixth Street - Location Map (PDF)

CURRENT YEAR FINANCIAL IMPACT:


4007-0732-70101-902013 Budget: $96,000.00 Actual: $96,000.00
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 1/12/2011 03:01 PM by Cynthia Castro
Last Updated: 1/27/2011 02:23 PM by Cynthia Castro

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3773)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the attached Sales Contract with Ceasar
Cavazos and Nora Cavazos in the amount of $90,000.00 plus closing costs not to
exceed $6,000.00 for the acquisition of Lot 29, Block A, Keeler Estates Addition
located at 1411 W. Sixth Street, and the Mayor is authorized to execute said contract
and related conveyance documents.

SECTION II. THAT this expenditure shall be charged to Account No. 4007-0732-70101-902013.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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12.a

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Attachment: RES - Acq of 1411 W Sixth Street - Sales Contract (3773 : 29 Acq 1411 W Sixth Street for
12.a

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Attachment: RES - Acq of 1411 W Sixth Street - Sales Contract (3773 : 29 Acq 1411 W Sixth Street for
12.b

Attachment: Acq of 1411 & 1415 W Sixth Street - Location Map (3773 : 29 Acq 1411 W Sixth Street for Keeler Park)
Original Acreage: 1.9 acres
Recent Acquisition: 1.8 acres
Under Consideration: 0.6 acres

Total Acreage: 4.3 acres


S. Rogers Road

Keeler Park

MacArthur
Original Acreage

Recently Acquired

Recently Acquired

Sixth Street

Under Consideration Under Consideration


1415 W. Sixth St. 1411 W. Sixth St.

01/13/2011
Location Map
Disclaimer/Limitation of Liability:
All data, specifically including the geographic data herein are provided "as is"
without warranty of any kind, either expressed or implied, or statutory, including,
but not limited to, the implied warranties of merchantability and fitness for a
particular purpose. The user assumes the entire risk as to the quality and
performance of the data.
1411 & 1415 W. Sixth Street
´
1 inch = 168 feet

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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3774


Recommending Department: Real Estate & Development LSR No: 11887

Resolution -- Approving a Sales Contract for the Acquisition of a Single-


Family Residence Located at 1415 W. Sixth Street - Chacko Itty and
Achamma Itty, Property Owners
Administrative Comments
1. This item supports Strategic Goal No. 7: Cultural, Recreational, and Educational
Environments.
2. Impact: Acquisition of this property will provide enhanced access and exposure to
Keeler Park.
3. This single-family residence has been used for rental purposes, but is currently
vacant. The 2008, 2009 and 2010 tax assessed value of the property is
$76,040.00, $66,890.00, and $66,280.00, respectively. The City purchased
comparable property in the vicinity in the $84,000.00 to $98,000.00 range.
4. The property owner has agreed to sell the property for $90,000.00, plus closing
costs not to exceed $6,000.00. The City owns the property adjacent to this
property.
5. Funding in the amount of $96,000.00 is available in the Park Improvement Bond
Fund.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: N/A Council Action: N/A

ATTACHMENTS:
RES - Acq of 1415 W Sixth Street - Sales Contract (PDF)
Acq of 1411 & 1415 W Sixth Street - Location Map (PDF)

CURRENT YEAR FINANCIAL IMPACT:


4007-0732-70101-902013 Budget: $96,000.00 Actual: $96,000.00
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 1/12/2011 03:21 PM by Cynthia Castro
Last Updated: 1/27/2011 02:22 PM by Cynthia Castro

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CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3774)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the attached Sales Contract with Chacko Itty
and Achamma Itty in the amount of $90,000.00 plus closing costs not to exceed
$6,000.00 for the acquisition of Lot 30, Block A, Keeler Estates Addition located at
1415 W. Sixth Street, and the Mayor is authorized to execute said contract and related
conveyance documents.

SECTION II. THAT this expenditure shall be charged to Account No. 4007-0732-70101-902013.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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Attachment: RES - Acq of 1415 W Sixth Street - Sales Contract (3774 : 29 Acq 1415 W Sixth Street for
13.a

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Attachment: RES - Acq of 1415 W Sixth Street - Sales Contract (3774 : 29 Acq 1415 W Sixth Street for
13.b

Attachment: Acq of 1411 & 1415 W Sixth Street - Location Map (3774 : 29 Acq 1415 W Sixth Street for Keeler Park)
Original Acreage: 1.9 acres
Recent Acquisition: 1.8 acres
Under Consideration: 0.6 acres

Total Acreage: 4.3 acres


S. Rogers Road

Keeler Park

MacArthur
Original Acreage

Recently Acquired

Recently Acquired

Sixth Street

Under Consideration Under Consideration


1415 W. Sixth St. 1411 W. Sixth St.

01/13/2011
Location Map
Disclaimer/Limitation of Liability:
All data, specifically including the geographic data herein are provided "as is"
without warranty of any kind, either expressed or implied, or statutory, including,
but not limited to, the implied warranties of merchantability and fitness for a
particular purpose. The user assumes the entire risk as to the quality and
performance of the data.
1411 & 1415 W. Sixth Street
´
1 inch = 168 feet

Packet Pg. 149


14

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3786


Recommending Department: Intergovernmental Services LSR No:

Resolution -- Suspending Oncor Electric Delivery Company’s Requested


Rate Increase
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Approval of the resolution will suspend Oncor’s rate increase for a period
of 90 days in order to facilitate a review of their application to raise rates.
3. Oncor Electric Delivery Company filed a Statement of Intent to increase electric
transmission and distribution rates in all municipalities exercising original jurisdiction
within its service area effective February 14, 2011.
4. The City is part of the 146 member Steering Committee of Cities Served by Oncor
and it is the Steering Committee’s collective recommendation to suspend the rate
increase and conduct a review of Oncor’s application.
5. The Steering Committee will hire and direct legal counsel and consultants to
prepare a common response and to negotiate with the Oncor prior to setting
reasonable rates and direct any necessary litigation.
6. State law grants local regulatory authorities the right to suspend the effective date
of proposed rate changes for ninety (90) days after the date the rate change would
otherwise be effective.
7. Costs incurred by cities in ratemaking activities are to be reimbursed by the
regulated utility.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: No Review Completed By:
Previous Action: Council Action:

CURRENT YEAR FINANCIAL IMPACT:


None.

REVISION INFORMATION:
Prepared: 1/18/2011 12:18 PM by Kathryn Guerra
Last Updated: 1/27/2011 09:37 AM by Kathryn Guerra

Packet Pg. 150


14

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3786)

WHEREAS, on or about January 7, 2011, Oncor Electric Delivery Company (Oncor), pursuant
to PURA §§ 33.001 and 36.001, filed with the City of Irving a Statement of Intent to increase electric
transmission and distribution rates in all municipalities exercising original jurisdiction within its service
area effective February 14, 2011; and

WHEREAS, the City of Irving is a member of the Steering Committee of Cities Served by
Oncor (“Steering Committee”) and will cooperate with the 146 similarly situated city members and
other city participants in conducting a review of Oncor’s application and to hire and direct legal counsel
and consultants and to prepare a common response and to negotiate with Oncor prior to setting
reasonable rates and direct any necessary litigation; and

WHEREAS, PURA § 36.108 grants local regulatory authorities the right to suspend the
effective date of proposed rate changes for ninety (90) days after the date the rate change would
otherwise be effective; and

WHEREAS, PURA § 33.023 provides that costs incurred by Cities in ratemaking activities are
to be reimbursed by the regulated utility;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the February 14, 2011, effective date of the rate request submitted by Oncor
on or about January 7, 2011, be suspended for the maximum period allowed by law to
permit adequate time to review the proposed changes and to establish reasonable
rates.

SECTION II. THAT as indicated in the City’s resolution approving membership in the Steering
Committee, the Executive Committee of the Steering Committee is authorized to hire
and direct legal counsel and consultants, negotiate with Oncor, make
recommendations regarding reasonable rates, and to intervene and direct any
necessary administrative proceedings or court litigation associated with an appeal of a
rate ordinance and the rate case filed with the City or Public Utility Commission

SECTION III. THAT the City’s reasonable rate case expenses shall be reimbursed by Oncor on a
monthly basis.

SECTION IV. THAT it is hereby officially found and determined that the meeting at which this
resolution is passed is open to the public as required by law and the public notice of
the time, place, and purpose of said meeting was given as required.

SECTION V. That a copy of this resolution shall be sent to Oncor, care of Autry Warren, Oncor
Electric Delivery Company, LLC, 1601 Bryan St., 23rd Floor, Dallas, Texas 75201

Packet Pg. 151


14

and to Geoffrey Gay, General Counsel to the Steering Committee, at Lloyd Gosselink
Rochelle & Townsend, P.C., P.O. Box 1725, Austin, Texas 78767-1725.

SECTION VI. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 152


15

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3736


Recommending Department: Intergovernmental Services LSR No: 11855

Resolution -- Approving a Discretionary Services Agreement Between the


City of Irving and Oncor Electric Delivery Company, LLC, for the Removal
of Street Lighting Facilities on Irving Boulevard from Hwy 183 to Loop 12
as Part of the City's Solar Powered LED Streetlighting Project
Administrative Comments
1. This item supports Strategic Goal No. 10: Environmental Sustainability, Goal No. 9:
Infrastructure Network and Goal No. 2: Vibrant Neighborhoods
2. Impact: This agreement allows for the removal of 217 Oncor owned street lighting
facilities on Irving Boulevard from S.H. 183 to Loop 12, including Second Street, as
part of the city’s solar powered street lighting project. An additional 49 city owned
lights will be removed for a total of 266 lights.
3. Installation of 170 off-the-grid solar lights was completed in December through the
use of U.S. Department of Energy grant funding. Department of Energy grant funds
can not be utilized to fund the removal portion of the project.
4. Removal of the grid-connected street lights saves approximately $124,000.00
annually in Oncor tariffs and in energy costs.
5. Funding in the amount not to exceed $122,346.92 will be made available.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Carrie Morris
Previous Action: Council Action:
.

CURRENT YEAR FINANCIAL IMPACT:


4005-2121-75701-900021 Budget: $122,346.92 Actual: $122,346.92

REVISION INFORMATION:
Prepared: 12/16/2010 11:26 AM by Kathryn Guerra
Last Updated: 1/28/2011 09:37 AM by Kathryn Guerra

Packet Pg. 153


15

CITY OF IRVING

COUNCIL RESOLUTION NO. RES-2011-16

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached discretionary service agreement
between the City of Irving and Oncor Electric Delivery Company, LLC, for removal
of electric facilities on Irving Boulevard in an amount not to exceed $122,346.92, and
the Mayor is authorized to execute said agreement.

SECTION II. THAT this expenditure shall be charged to Account No. 4005-2121-75701-900021.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 154


16

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3775


Recommending Department: Housing and Human Services LSR No:

Resolution -- Approving Contours Community Development Corporation


(CCDC) Contract Extension
Administrative Comments
1. This item supports Strategic Goal No. 2: Nurture and Promote Vital, Vibrant
Neighborhoods.
2. Impact: This project supports neighborhood redevelopment and revitalization as
well as increases housing options for low and moderate income residents.
3. This contract amendment will provide Contours Community Development
Corporation (CCDC) the opportunity to complete the sale of four new homes at
1252 – 1264 Oakdale Road.
4. The construction of these homes was completed on December 15, 2010. The
homes are single family, one story homes, constructed with the use of green
building techniques for energy efficiency.
5. This amendment request is being initiated on behalf of Contours Community
Development Corporation which is a U.S. Department of Housing and Urban
Development authorized Community Housing Development Organization (CHDO).
If approved it will allow for a 180-day extension to the existing contract and grant
this CHDO the additional time needed to complete the sale of these homes. Current
real estate market conditions and the lingering economic downturn have created
challenges in identifying qualified buyers for these homes.
6. The Housing and Human Services Board recommended approval of this
amendment at their January 19, 2011 Board meeting.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Matthew Boyle
Previous Action: June 10, 2010 Council Action: Resolution No. 2010-130
.

ATTACHMENTS:
Amendment No 5 to CCDC Agreement 12-27-10 (DOC)

Packet Pg. 155


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CURRENT YEAR FINANCIAL IMPACT:


Budget: $0.00 Actual: $0.00
P0__________, P0___________
Budget Adjustment/Transfer Required: Yes\No (If yes, please explain.)

REVISION INFORMATION:
Prepared: 1/12/2011 03:57 PM by Galen Price
Last Updated: 1/26/2011 10:26 AM by Chris Hooper

Packet Pg. 156


16

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3775)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


WHEREAS, on July 24, 2008, the City Council approved Resolution No. RES-2008-296,
Section XVI, authorizing the Mayor to execute a HOME Investment Partnerships Grant Agreement
between the City of Irving and Contours Community Development Corporation (CCDC) for land
acquisition and new construction (hereinafter referred to as the “Agreement”); and

WHEREAS, on July 9, 2009, the City Council approved a request from CCDC for an
amendment to the Project Budget to allocate funds for developer’s fees and increase the total allocated
funds to $236,000 and extend the term of the Agreement to November 9, 2009; and

WHEREAS, on October 22, 2009, the City Council approved a request to amend the Project
Schedule and the term of the Agreement to May 31, 2010; and

WHEREAS, on June 10, 2010, the City Council approved a request to amend the Project
Schedule and the term of the Agreement to December 31, 2010; and

WHEREAS, CCDC wishes to amend the Scope of Work and Project Schedule and extend the
term of the Agreement to June 30, 2011; and

WHEREAS, on January 19, 2011, the Housing and Human Services Board approved a request
from CCDC for the above referenced amendment to the Agreement;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached Amendment No. 5 to the
HOME Investment Partnerships Grant Agreement, dated November 1, 2008, between
the City of Irving and Contours Community Development Corporation, which
amends the Scope of Work and Project Schedule and extends the term of the
Agreement to June 30, 2011, and the Mayor is authorized to execute said amendment.

SECTION II. THAT the City Council finds that there is no net increase in the Project Budget as a
result of the amendment and no additional funds are being allocated hereby.

SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

Packet Pg. 157


16

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 158


16.a

AMENDMENT NO. 5 TO
HOME INVESTMENT PARTNERSHIP GRANT AGREEMENT
DATED: NOVEMBER 1, 2008

This is Amendment No. 5 to the HOME Investment Partnership Grant Agreement,


entered into by and between the CONTOURS COMMUNITY DEVELOPMENT CORPORATION,
(hereinafter referred to as “CCDC”), and the CITY OF IRVING, TEXAS (hereinafter referred to as
"City"), which was originally for the acquisition of land to construct homes (hereinafter referred

Attachment: Amendment No 5 to CCDC Agreement 12-27-10 (3775 : 42 Contours Amendment No. 5)


to as the “Agreement”), which the City Council authorized the Mayor to execute and funded with
2008-2009 Community Housing Development Organization allocations in Resolution
No. RES-2008-296, Section XVI, on July 24, 2008.

WHEREAS, CCDC has submitted a request to extend the agreement to April 1, 2011;
and

WHEREAS, on Janurary 19, 2011, the Housing and Human Services Board endorsed
request from CCDC for an extension of the term of the Agreement to April 1, 2011

NOW, THEREFORE, the parties agree that the Agreement shall be modified as follows:

1. The Project Schedule, in Section 2, of Exhibit A to the Agreement, entitled


“Scope of Work and Schedule,” shall be amended to read as shown in Section 2 of attached
Exhibit A.

2. Paragraph IV of the Agreement, entitled “Term of Agreement,” shall be modified


to read as follows:

IV.
Term of Agreement:

The term of this Agreement shall be from November 1, 2008, until the
end of the PROJECT, on April 1, 2011, as shown on Exhibit A, Scope of Work
and Schedule.

3. All other unchanged provisions of the Agreement shall remain in full force and
effect.

The terms of this Amendment shall become effective upon execution by the parties.

HOME Investment Partnerships Grant Agreement – CCDC- Amendment No. 5 Page 1 of 5


Packet Pg. 159
16.a

Executed this __ day of February 2011.

CITY OF IRVING, TEXAS CONTOURS COMMUNITY DEVELOPMENT


CORPORATION

By: By:

Attachment: Amendment No 5 to CCDC Agreement 12-27-10 (3775 : 42 Contours Amendment No. 5)


Herbert A. Gears, Mayor Monica McCoy Purdy, Board Chair

ATTEST: ATTEST:

Shanae Jennings, Secretary


Acting City Secretary
APPROVED AS TO FORM:

City Attorney’s Office

HOME Investment Partnerships Grant Agreement – CCDC- Amendment No. 5 Page 2 of 5


Packet Pg. 160
16.a

CORPORATE ACKNOWLEDGMENT

THE STATE OF TEXAS §


§
COUNTY OF DALLAS §

BEFORE ME, the undersigned authority, a Notary Public in and for said County and
State, on this day personally appeared Monica McCoy Purdy, Board Chair of CONTOURS

Attachment: Amendment No 5 to CCDC Agreement 12-27-10 (3775 : 42 Contours Amendment No. 5)


COMMUNITY DEVELOPMENT CORPORATION known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the CONTOURS COMMUNITY DEVELOPMENT CORPORATION, a
corporation that he was duly authorized to perform the same by appropriate resolution of the
board of directors of such corporation and that he executed the same as the act of the said
corporation for purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of


___________, A.D., 2009.

____________________________________
Notary Public In and For the State of Texas

My Commission Expires:

____________________

HOME Investment Partnerships Grant Agreement – CCDC- Amendment No. 5 Page 3 of 5


Packet Pg. 161
16.a

EXHIBIT A: SCOPE OF WORK AND SCHEDULE

1. SCOPE OF WORK – SUMMARY STATEMENT

As Project Developer, construct new affordable homes, consistent with the proposal
submitted to and approved by the City of Irving (City).

Attachment: Amendment No 5 to CCDC Agreement 12-27-10 (3775 : 42 Contours Amendment No. 5)


TASKS TO BE PERFORMED

• Develop full Project Budget and Schedule, verifying reasonableness of all Project costs
and maintaining supporting documentation for cost estimates. Submit same to City for
review and approval. Provide City any and all updates and amendments to such budget
and schedule on an ongoing basis. The budget shall be in accordance with Exhibit D,
which is attached hereto and incorporated herein by reference.
• Develop site plans, zoning approvals, architectural drawings, floor plans, etc. for the
homes consistent with local zoning ordinances and with the purposes of federal HOME
Investment Partnerships Program, and submit to City for review and approval.
• The City reserves the right to reject any proposed plans, materials, and means of
construction for the housing in the Project with or without cause.
• Retain a contractor/superintendent to construct and oversee the construction of the homes
who must be acceptable to the City.
• To the extent feasible, preserve existing trees on the subject property.
• Generate all necessary match requirements for City HOME funds provided to the Project,
and document all such contributions in a form acceptable to the City.
• Submit all payment requests with original invoices to the City in a timely manner to
reduce or eliminate Project financing costs.
• Coordinate all necessary permits for development as required by City codes; provide
specified documentation to verify any fee amounts forgiven for match contributions.
• Oversee quality of workmanship, Project schedule, and all other aspects of the
construction of the homes; Ensure that housing design meets national Model Energy
Code as required by HOME Guidelines.
• The proceeds from the sale of the homes, less the Developer’s Fee to be paid out of
the proceeds of the sale, shall be returned to the IHFC or Housing and Human
Services Department for the further development of affordable housing.

HOME Investment Partnerships Grant Agreement – CCDC- Amendment No. 5 Page 4 of 5


Packet Pg. 162
16.a

2. PROJECT SCHEDULE

HOUSES 1 - 4

Milestone Deadline
Project Start Date July 9, 2009

Attachment: Amendment No 5 to CCDC Agreement 12-27-10 (3775 : 42 Contours Amendment No. 5)


Interim Milestones/Deadlines:
Deadline for Lot Acquisition N/A
Deadline for Plans (Site, Demo) July 17, 2009
(Revised)
Construction Completion (Revised) December 31, 2010
Home Sold to Homebuyer (Revised) April 1, 2011

HOME Investment Partnerships Grant Agreement – CCDC- Amendment No. 5 Page 5 of 5


Packet Pg. 163
17

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3776


Recommending Department: Housing and Human Services LSR No:

Resolution -- Approving Irving Community Development Corporation


(ICDC) Contract Extension
Administrative Comments
1. This item supports Strategic Goal No. 2: Nurture and Promote Vital, Vibrant
Neighborhoods.
2. Impact: This project supports neighborhood redevelopment and revitalization as
well as increases housing options for low to moderate income residents.
3. This contract amendment will provide Irving Community Development Corporation
(ICDC) the opportunity to complete the sale of four new homes at 1268 – 1280
Oakdale Road.
4. The construction of these homes was completed on November 15, 2010. The
homes are single family, one story homes, constructed with the use of green
building techniques for energy efficiency.
5. This amendment request is being initiated on behalf of ICDC which is a U.S.
Department of Housing and Urban Development authorized Community Housing
Development Organization (CHDO). If approved it will allow for a 180-day
extension to the existing contract and grant this CHDO the additional time needed
to complete the sale of these homes. Current real estate market conditions and the
lingering economic downturn have created challenges in identifying qualified
buyers.
6. The Housing and Human Services Board recommended approval of this
amendment at their January 19, 2011 Board Meeting.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Matthew Boyle
Previous Action: June 10, 2010 Council Action: Resolution No. 2010-131
.

ATTACHMENTS:
Amendment No 2 to ICDC Agreement-12-27-10 (DOC)

Packet Pg. 164


17

CURRENT YEAR FINANCIAL IMPACT:


Budget: $0.00 Actual: $0.00
P0__________, P0___________
Budget Adjustment/Transfer Required: Yes\No (If yes, please explain.)

REVISION INFORMATION:
Prepared: 1/13/2011 10:13 AM by Galen Price
Last Updated: 1/26/2011 10:36 AM by Chris Hooper

Packet Pg. 165


17

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3776)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


WHEREAS, on July 23, 2009, the City Council approved Resolution No. RES-2009-323, Section
XVIII, authorizing the Mayor to execute a HOME Investment Partnerships Grant Agreement between
the City of Irving and Irving Community Development Corporation (ICDC) for the acquisition of land
to construct new homes (hereinafter referred to as the "Agreement"); and

WHEREAS, on June 10, 2010, the City Council approved a request from ICDC for an
amendment to the Project Budget to increase the total allocated funds to $112,000; and

WHEREAS, ICDC wishes to amend the Scope of Work and Project Schedule and extend the
term of the Agreement to June 30, 2011; and

WHEREAS, on January 19, 2011, the Housing and Human Services Board approved a request
from ICDC for the above referenced amendments to the Agreement;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION I. THAT the City Council hereby approves the attached Amendment No. 2 to the
HOME Investment Partnerships Grant Agreement between the City of Irving and
Irving Community Development Corporation which amends the Scope of Work and
the Project Schedule, extends the term of the agreement to June 30, 2011, and the
Mayor is authorized to execute said amendment.

SECTION II. THAT the City Council finds that there is no net increase in the Project Budget as a
result of the amendment and no additional funds are being allocated hereby.

SECTION III. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

Packet Pg. 166


17

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 167


17.a

AMENDMENT NO. 2 TO
HOME INVESTMENT PARTNERSHIP GRANT AGREEMENT
DATED: APRIL 15, 2010

This is Amendment No. 2 to the HOME Investment Partnership Grant Agreement,


entered into by and between the IRVING COMMUNITY DEVELOPMENT CORPORATION,

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


(hereinafter referred to as “ICDC”), and the CITY OF IRVING, TEXAS (hereinafter referred to as
"City"), for the acquisition of land to construct homes (hereinafter referred to as the
“Agreement”), which the City Council authorized the Mayor to execute and funded with
2009-2010 Community Housing Development Organization allocations in Resolution
No. RES-2009-323, Section XIV, on July 23, 2009.

WHEREAS, ICDC has submitted a proposal to extend the current agreement to April 1,
2011; and

WHEREAS, on January 19, 2011, the Housing and Human Services Board endorsed a
request from ICDC for an extension of the term of the Agreement to April 1, 2010

NOW, THEREFORE, the parties agree that the Agreement shall be modified as follows:

1. The Project Schedule, in Section 2, of Exhibit A to the Agreement, entitled


“Scope of Work and Schedule,” shall be amended to read as shown in Section 2 of attached
Exhibit A.

2. Paragraph IV of the Agreement, entitled “Term of Agreement,” shall be modified


to read as follows:

IV.
Term of Agreement:

The term of this Agreement shall be from April 15, 2010, until the end of
the PROJECT, on April 1, 2011, as shown on Exhibit A, Scope of Work and
Schedule.

3. The final paragraph, entitled “Payment,” of Exhibit C to the Agreement, entitled


“Required Administrative Procedures,” shall be amended to read as follows:

Payment: Funds to be paid to Developer shall be paid in a minimum of six


installments, based upon costs incurred for acquisition of land and costs incurred
for construction, based upon foundation completion and inspection, 50%
construction completion, and at completion of home sale.

4. All other unchanged provisions of the Agreement shall remain in full force and
effect.

The terms of this Amendment shall become effective upon execution by the parties.

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 1 of 6


Packet Pg. 168
17.a

Executed this __ day of February 2011.

CITY OF IRVING, TEXAS IRVING COMMUNITY DEVELOPMENT


CORPORATION

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


By: By:
Herbert A. Gears, Mayor Vernon Proctor, Chairman of the Board

ATTEST: ATTEST:

Shanae Jennings Secretary


Acting City Secretary

APPROVED AS TO FORM:

City Attorney’s Office

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 2 of 6


Packet Pg. 169
17.a

CORPORATE ACKNOWLEDGMENT

THE STATE OF TEXAS §


§
COUNTY OF DALLAS §

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


BEFORE ME, the undersigned authority, a Notary Public in and for said County and
State, on this day personally appeared __________________________________________ of
IRVING COMMUNITY DEVELOPMENT CORPORATION known to me to be the person and
officer whose name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the IRVING COMMUNITY DEVELOPMENT CORPORATION, a
corporation that he was duly authorized to perform the same by appropriate resolution of the
board of directors of such corporation and that he executed the same as the act of the said
corporation for purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of February,
A.D., 2011.

____________________________________
Notary Public In and For the State of Texas

My Commission Expires:

____________________

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 3 of 6


Packet Pg. 170
17.a

EXHIBIT A: SCOPE OF WORK AND SCHEDULE

1. SCOPE OF WORK – SUMMARY STATEMENT

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


As Project Developer, construct new affordable homes, consistent with the proposal
submitted to and approved by the City of Irving (CITY). Costs included for reimbursement
include pre-development and pre-construction costs.

TASKS TO BE PERFORMED

• Develop full Project budget and schedule, verifying reasonableness of all Project costs
and maintaining supporting documentation for cost estimates. Submit same to City for
review and approval. Provide City any and all updates and amendments to such budget
and schedule on an ongoing basis. The budget shall be in accordance with Exhibit D,
which is attached hereto and incorporated herein by reference.
• The City reserves the right to reject any proposed plans, materials, and means of
construction for the housing in the Project with or without cause.
• Retain a contractor/superintendent to construct and oversee the construction of the homes
who must be acceptable to the City.
• To the extent feasible, preserve existing trees on the subject property.
• Generate all necessary match requirements for City HOME funds provided to the Project,
and document all such contributions in a form acceptable to the City.
• Submit all payment requests with original invoices to the City in a timely manner to
reduce or eliminate Project financing costs.
• Coordinate all necessary permits for development as required by City codes; provide
specified documentation to verify any fee amounts forgiven for match contributions.
• Oversee quality of workmanship, Project schedule, and all other aspects of the
construction of the homes; Ensure that housing design meets national Model Energy
Code as required by HOME guidelines.
• The proceeds from the sale of the homes, less the developer’s fee to be paid out of
the proceeds of the sale, shall be used for the further development of affordable
housing on a project to be determined by the City.

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 4 of 6


Packet Pg. 171
17.a

PROJECT SCHEDULE

Construction must be completed during the contract period of April 15, 2010 – April 1,
2011.

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


HOUSE 1 – HOUSE 4

Milestone Deadline
Project Start Date April 15, 2010
Interim Milestones/Deadlines:
Start of Construction June 1, 2010
Construction Completion September 30, 2010
Home Sold to Homebuyer (Revised) April 1, 2011

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 5 of 6


Packet Pg. 172
17.a

EXHIBIT C: REQUIRED ADMINISTRATIVE PROCEDURES

IRVING COMMUNITY DEVELOPMENT CORPORATION


AFFORDABLE HOUSING PROJECT

Attachment: Amendment No 2 to ICDC Agreement-12-27-10 (3776 : 42 Irving Community Development Extension)


Performance Reporting: Project performance reports will be submitted on a monthly
basis, in a format developed and provided by the City. Performance reports will summarize
Project status in several areas: 1) Status of Project Development/Construction and Procurement
Measures; 2) and Status of Match Contribution Commitments.

Financial Reporting: Developer will maintain a Project Budget which tracks all Project
costs on a monthly per-unit basis, and estimates final expenditure totals based on on-going actual
expenditures. This Project Budget will be available for review by the City as needed for on-site
monitoring visits.

Match Log: All match contributions for the Project will be documented on match log
forms provided by the CITY, to be submitted to the City on a monthly basis.

Coordination with City Staff: Developer shall:


- Provide City with construction schedule and timeline for completion of each of the homes.
Such schedule shall include estimated dates when color selections must be made for interior
finish for homes.
- Notify City of construction completion date(s) and to request final inspection by City Staff.

Payment: Funds to be paid to Developer shall be paid in six installments, based upon
costs incurred for acquisition of land and costs incurred for construction, based upon foundation
completion and inspection, 50% construction completion, and at completion of home sale.

HOME Investment Partnerships Grant Agreement – ICDC- Amendment No. 2 Page 6 of 6


Packet Pg. 173
18

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3761


Recommending Department: Fire LSR No: 11786

Resolution -- Approving a Single Source Agreement to Physio-Control,


Inc., for the Service and Repair of LifePak Defibrillator Units
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. This item has been recommended by Fire.
3. Impact: This service ensures that equipment is properly maintained and serviced
by certified technicians so that we can provide outstanding emergency service for
citizens.
4. This award establishes the continuation of an annual contract for service and repair
of the LifePak 12 and LifePak 500 defibrillator units used by the Fire Department.
5. Funding in the net annual amount of $41,765.14 or a total of $83,530.29 for this
two-year contract will be available in the General Fund.
FY2011-12 FY2012-13
FY2010-11 Est. Exp. (Future FY- Est. Exp. (Future FY-
Est. Exp. budget not yet budget not yet
(Current FY) approved) approved) Total Exp.
Vendor Jan-Sep Oct-Sep Oct-Nov For 2 years

Physio-Control, Inc. $34,804.30 $41,765.13 $6,960.86 $83,530.29

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: Yes Review Completed By: Charles Anderson
Previous Action: N/A Council Action: N/A
Comments: Physio-Control Inc., is the only vendor certified to service and repair these units.
This agreement is being renewed in the total amount of $83,530.29 for two years and #060M-
11F has been assigned for tracking purposes.

CURRENT YEAR FINANCIAL IMPACT:


1001-0582-56406-300
P0188652
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 12/29/2010 08:28 AM by Marsha Hughes
Last Updated: 1/28/2011 08:39 AM by Jennifer Phillips

Packet Pg. 174


18

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3761)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the single source agreement with Physio-
Control, Inc., in the net amount of $34,804.30 for the period of December 1, 2010,
through September 30, 2011; in the net amount of $41,765.13 for the period of
October 1, 2011, through September 30, 2012; and in the net amount of $6,960.86
for the period of October 1, 2012, through November 30, 2012, subject to funds being
appropriated in Fiscal Year 2010-11, 2011-12, and 2012-13, for Service and Repair of
Defibrillator Units, and awards the contract to said company in said amount, and
authorizes the Mayor to execute any necessary contract.

SECTION II. THAT this expenditure shall be charged to Account No. 1001-0582-56406-300.

SECTION III. 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
.

Packet Pg. 175


18

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 176


19

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3693


Recommending Department: Police LSR No: N/A

Resolution -- Approving Purchases from Dallas Dodge for Eight Police


Dodge Chargers through the Houston-Galveston Area Council of
Governments (H-GAC) Interlocal Cooperative Purchasing Program and
from Caldwell Country Chevrolet for Two Police Chevrolet Tahoes through
the State of Texas Local Government Statewide Cooperative Purchasing
Program Administered by the Texas Association of School Boards (the
BuyBoard Program)
Administrative Comments
1. This item supports Strategic Goal No. 4: Safe and Secure City.
2. This item has been recommended by Police and approved by Intergovernmental
Services & Public Works – Fleet Operations.
3. Impact: The ten replacement police pursuit vehicles will allow the Police to replace
high mileage vehicles with new vehicles to provide safer and more dependable
transportation for patrol, pursuit, and service calls.
4. This purchase will replace five 2006 Ford Crown Victoria police vehicles, three 2007
Ford Crown Victoria police vehicles, and two 2008 Dodge Chargers police vehicles,
being replaced in accordance with the City’s equipment replacement policy. While it
is critical for these police pursuit vehicles to be replaced for our police officers to
provide safety in high pursuit situations, Fleet will determine if it is feasible to place
these vehicles in service in other City departments rather than schedule these units
for disposal through the City’s auction process.
5. Funding in the net amount of $313,918.00 is available in the Equipment
Replacement Fund.
FY2010-11 Award Total Award
Vendor Items
(Current FY) (Current FY)
Dallas Dodge Eight Police Chargers $249,368.00 $249,368.00
Caldwell Country Chevrolet Two Police Tahoes $ 64,550.00 $ 64,550.00
Total (One–time buy) Ten Police Vehicles $313,918.00 $313,918.00

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A
Comments: The City of Irving entered into an Interlocal Cooperative Purchasing Agreement
with Houston-Galveston Area Council of Governments (H-GAC) on October 15, 1992, which
is being utilized for the purchase of the eight Police Dodge Chargers. The City of Irving

Packet Pg. 177


19

entered into an Interlocal Participation Agreement with the Texas Local Government
Statewide Purchasing Cooperative Purchasing Program administered by the Texas
Association of School Boards (the BuyBoard Program) on January 11, 2001, and renewed
February 20, 2007, which is being utilized for the purchase of two Police Tahoes. This
purchase meets competitive bid requirements with the State of Texas statutes, rules, policies,
and procedures. Pricing is reasonable, within budget, and Purchasing assigned #043D-11F to
this item for tracking purposes.

ATTACHMENTS:
A. Dallas Dodge H-GAC Pricing Summary (PDF)
B. Caldwell Country BuyBoard Pricing Summary (PDF)

CURRENT YEAR FINANCIAL IMPACT:


6604-0421-75401-9100 Budget: $325,000.00 Actual: $313,918.00
P0188240, P0188241
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 11/16/2010 09:58 AM by Darlene Rush
Last Updated: 12/2/2010 08:27 AM by Jennifer Phillips

Packet Pg. 178


19

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3693)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the purchase from Dallas Dodge in the net
amount of $249,368.00 for eight Police Dodge Chargers, through the Houston-
Galveston Area Council of Governments (H-GAC) Interlocal Cooperative Purchasing
Program, and Caldwell Country Chevrolet in the net amount of $64,550.00 for two
Police Chevrolet Tahoes, through the State of Texas Local Government Statewide
Cooperative Purchasing Program administered by the Texas Association of School
Boards (the BuyBoard Program), and awards the contracts to said companies in said
amounts, and authorizes the Mayor to execute any necessary contracts.

SECTION II. THAT these expenditures shall be charged to Account No. 6604-0421-75401-9100 in
the total net amount of $313,918.00.

SECTION III. 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

Packet Pg. 179


19

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 180


19.a

Packet Pg. 181


Attachment: A. Dallas Dodge H-GAC Pricing Summary (3693 : 30P04 Awd of 8 Police Chargers/2 Police Tahoes)
19.b

QUOTE# 00AB CONTRACT PRICING


WORKSHEET
End User: CITY OF IRVING Contractor: CALDWELL COUNTRY CHEV
Contact Name: DARLENE RUSH CALDWELL COUNTRY CHEVROLET
NED THURMOND
Email: NTHURMOND@CITYOFIRVING.ORG Prepared By: Averyt Knapp

Attachment: B. Caldwell Country BuyBoard Pricing Summary (3693 : 30P04 Awd of 8 Police Chargers/2 Police Tahoes)
Phone #: 979-721-8010 Email:
aknapp@caldwellcountry.com
Fax #: 469-261-6764 Phone #: 800-299-7283 or 979-
567-6116
Location City & State: IRVING, TX Fax #: 979-567-0853
Date Prepared: NOVEMBER 10, 2010 Address: P. O. Box 27,
Caldwell, TX 77836
Contract Number: TASB #281-07 Tax ID # 14-1856872
Product Description: 2011 CHEVROLET TAHOE PPV CC10706

A Base Price & Options: $32,075

B Published Options
Code Description Cost Code Description Cost
LH SPOTLIGHT, SINGLE INCL
KEY FLEET, CARPET
FLOOR W/MATS, WIRING
HORN & SIREN
CIRCUIT, FRONT
BUCKETS-NO CONSOLE,
LOCKING REAR
DIFFERENTIAL AXLE,
DUAL BATTERIES,
SETINA 12VS
PARTITION,
PROFESSIONAL SAFETY
EQPT 1018, WHELEN
BRAND ULTRA FREEDOM
LED, WHELEN BRAND
OUTER EDGE LED LIGHT
REAR, WHELEN BRAM
M4J, VERTEX SPLIT
LED L/B BMPR, PUSH
BUMPER, JOTTO DESK
CONSOLE & ARMREST,
SPECIAL TWO TONE
PAINT, 15 KEYS TOTAL
CALDWELL COUNTRY CHEVROLET
PO BOX 27
CALDWELL,TEXAS 77836

INCL
Subtotal B

C Unpublished Options
Code Description Cost Code Description Cost

Packet Pg. 182


19.b

Subtotal C

D Other Price Adjustments (Installation, Delivery, Etc…)


INCL

Attachment: B. Caldwell Country BuyBoard Pricing Summary (3693 : 30P04 Awd of 8 Police Chargers/2 Police Tahoes)
Subtotal D

E Unit Cost Before Fee & Non-Equipment Charges(A+B+C+D) $32,075


Quantity Ordered 2
X
$64,150
Subtotal E

F Non-Equipment Charges (Trade-In, Warranty, Etc…)


BUY BOARD $400

G. Color of Vehicle: BLACK W/SILVER DOORS & TOP INCL

H. Total Purchase Price (E+F) $64,550

Estimated Delivery 60-90 DAYS APPX


Date:

Packet Pg. 183


20

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3694


Recommending Department: Street Operations LSR No: N/A

Resolution -- Approving the Purchase from Equipment Southwest, Inc., for


an Allianz 4000 Series Broom Sweeper through the State of Texas Local
Government Statewide Cooperative Purchasing Program Administered by
the Texas Association of School Boards (the BuyBoard Program)
Administrative Comments
1. This item supports Strategic Goals No. 9: Infrastructure Network and No. 10:
Environmentally Sustainable Community.
2. This item has been recommended by Public Works & Transportation – Street
Operations and approved by Intergovernmental Services – Fleet Operations.
3. Impact: This upgrade to an Allianz 4000 series broom sweeper is environmentally
friendly, holds more debris per load, and is a more efficient sweeper with less down
time, increasing productivity for the Street Operations crews.
4. This is a budgeted replacement for a 2000 Elgin Pelican Sweeper, City Tag No.
18078-5, which has a high maintenance cost and substantial downtime, and is
being retired in accordance with the City’s equipment replacement policy.
5. Funding in the net amount of $215,541.48 is available in the Equipment
Replacement Fund.
FY2010-11 Award Total Award
Vendor Item
(Current FY) (Current FY)
Equipment Southwest, Inc. One Allianz 4000 Series
$215,541.48 $215,541.48
(One–time buy) Broom Sweeper

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A
Comments: The City of Irving entered into an Interlocal Participation Agreement with the
Texas Local Government Statewide Purchasing Cooperative Purchasing Program
administered by the Texas Association of School Boards (the BuyBoard Program) on
January 11, 2001, and renewed February 20, 2007. This purchase meets competitive bid
requirements with the State of Texas statutes, rules, policies, and procedures. Pricing is
reasonable, within budget, and Purchasing assigned #044D-11F to this item for tracking
purposes.

ATTACHMENTS:

Packet Pg. 184


20

Vendor Pricing Summary (PDF)

CURRENT YEAR FINANCIAL IMPACT:


6604-4130-75401-9100 Budget: $237,458.00 Actual: $215,541.48
P0188140
Budget Adjustment/Transfer Required: No

REVISION INFORMATION:
Prepared: 11/16/2010 10:57 AM by Darlene Rush
Last Updated: 12/2/2010 08:28 AM by Jennifer Phillips

Packet Pg. 185


20

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3694)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the City Council hereby approves the purchase from Equipment Southwest,
Inc., in the net amount of $215,541.48 for an Allianz 4000 Broom Sweeper, through
the State of Texas Local Government Statewide Cooperative Purchasing Program
administered by the Texas Association of School Boards (the BuyBoard Program),
and awards the contract to said company in said amount, and authorizes the Mayor to
execute any necessary contract.

SECTION II. THAT this expenditure shall be charged to Account No. 6604-4130-75401-9100.

SECTION III. 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 February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 186


20.a

,''''~ s.thw.~\ 1M,:


P.O. Box 170565 - Irving. Texas 75017-0565

BUYBOARD PRODUCT PRICING BASED ON CONTRACT


CONTRACT PERIOD: 10/1/2010 to 9130/2013

The following details MUST be provided with any purchase order from End User.

lEnd User Agency: , ' Cll"'{;,OF IRVING ,· IDate'PreparedbyConlraetor: - • 10118110 t I

Attachment: Vendor Pricing Summary (3694 : 30P18 AWD of Replacement Sweeper for Street)
AnN: Chris Chouffet Dale Patterson
1-=r=»-rO-:d~uct"""""=D:-escr-i""pt""'io-n-:- IALLlANZ 4000 BROOM SWEEPER EQUIPPED WITH EPA-~010 ENGINE 280HP. Cummins - 1
High Dump, Hydrostatic Drive, Dual Gulter Broom, AlC

,'0, "'f!"". ' -v, " ,,;


I ~: ()p,*;n~f;{llemiZe Below) ~: " ~ '!j ,,tt' '\"l? r:!'; lei '!IIi;r., " ~':\- "
..", ~. t,£ Column 1 '", ~ " ~:!,~ j'1 Column 2· '1:',' ~ .,'~ ..i;'~ , ~ ,)l\"
'" '"
__ N "

Elevator & Hopper Flusher System $ 1,171 _43


Elevator Assy, 11 Flight Squeege s3,114,29
Gutter Broom Tilt ,Right Curb Side Only $ 2,385.71
Triple Hydraulic Pump Option $ 3,371 _43
AM/FM/CD Radio s 514.29
Auxiliary 12V- Power Port $ 114.29
ECCO Arrowstick (Halogen) $ 1,414.29
~~
Elevator Stall Alarm $ 714 .29
Hopper Access Door (Ribbed) $ 2,942.86
In-Cab Water Tank Gauge s 357.14
Leaf Gate With In-Cab Controls $ 4,028.06 Buyboard Contract Discount -11,907.90
(2) Additional Sets,Parts & Service Manual s 530 .00
(5) Sets , Additional Keys $ 150.00
In-Bound Freight Charges
Subtotal Column 1: ~;, 'l~ l! "if.
$ 3,950 .00
1·,$'':' ,;,,24,758.08' Subtotal Column 2:1$" OO"F,:!rc>d u .$ ~ (11;907 .90)
~

la.,Options Added to Base Price (Subtola/ 9Co11 "- + "Co/2 H


) '~ 12,850.1S}

IC: Subtotal of A + B 211,'315.18,1

10: Total (Not inclUding BuyBoard feel" 211,315.18 ,

l~: Quantity Ordered: 21'1,315.18JI

IF: BuyBoardJ\dministrative Fee 4,226.301

.-,...., l'..:(~ ~
. .e->':
f c- .­
.f) £.5. p.J .<, /
;;;Y ... ! /'r'f'1 \?­

425 S, Loop 12 * Irving, Texas 75060 * (972) 554·0725


Packet Pg. 187
21

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3790


Recommending Department: City Secretary’s Office LSR No: N/A

Ordinance -- Calling a Regular Municipal Election to be Held on Saturday,


May 14, 2011, for the Purpose of Electing the Position of Mayor and City
Council Places Three (3), and Five (5), and Calling a Subsequent Run-Off
Election, If Necessary
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The City holds the General Election for Mayor and Council places every
year in May to assure that the residents of Irving have a choice in regards to their
representation at the municipal level.
3. The City Secretary’s Office has prepared the ordinance to call an election and
corresponding candidate packet information for the Mayor’s position and single-
member districts three and five.
4. This also serves as an official confirmation of the offices to be filled and will be
submitted as a part of the preclearance filed with the Justice Department.
Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: No • Review Completed By: NA
• Previous Action: NA • Council Action: NA
• .
• The ordinance format will coordinate with the Dallas County Election contract that will be
on a future Council agenda.

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/21/2011 03:46 PM by Jennifer Phillips
Last Updated: 1/28/2011 08:37 AM by Jennifer Phillips

Packet Pg. 188


21

ORDINANCE NO. (ID # 3790)

AN ORDINANCE OF THE CITY OF IRVING ORDERING AN ELECTION TO BE HELD IN SAID


CITY AT THE NEXT REGULAR MUNICIPAL ELECTION DATE ON THE 14TH DAY OF MAY,
2011, FOR THE PURPOSE OF ELECTING THE OFFICE OF MAYOR , AND TWO
COUNCILMEMBERS TO PLACES 3 AND 5; DESIGNATING THE PLACE AT WHICH SAID
ELECTION IS TO BE HELD; MAKING PROVISIONS FOR THE CONDUCT OF THAT
ELECTION AND OTHER PROVISIONS INCIDENT AND RELATING TO THE PURPOSE OF
THIS ORDINANCE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN
EFFECTIVE DATE.

BE IT ORDAINED BY THE COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION 1. That an election is hereby ordered to be held on the next regular municipal
election date to be participated in by the qualified voters of the City of Irving, Texas, to be held on May
14, 2011, which is not less than sixty-two (62) days from the date of this ordinance, between the hours
of 7:00 a.m. and 7:00 p.m., at the voting places hereafter named, for the purpose of electing the Office
of Mayor and a Councilmember to Place 3 and Place 5. All places shall be three (3) year terms. A
candidate for Place 3 must live in District 3, a candidate for Place 5 must live in District 5, and a
candidate for Office of the Mayor may live in any area in the City. In the event any candidate for an
office fails to receive a majority of all votes cast for such office, a runoff election shall be held on June
18, 2011.

SECTION 2. That qualified persons may file for a place on the ballot by filing an application
in the City Secretary’s Office during regular business hours from 8:00 a.m. to 5:00 p.m. each weekday,
beginning Saturday, February 12, 2011, and continuing until 5:00 p.m. on Monday, March 14, 2011.

SECTION 3. That the City election precincts for this election shall consist of the territory
located within the corporate limits of the City bearing the following numbers, and the polling places at
said election shall be as follows, to-wit:

CITY PRECINCT NO. POLLING PLACE ELECTION PRECINCTS

1 Thomas Haley Elementary 4621, 4622, 4623, 4630,


3601 Cheyenne Street 4634, 4638, 4641

2 A.S. Johnston Elementary 4624, 4625, 4631, 4647


2801 Rutgers Drive

3 MacArthur High School 4626, 4632, 4633, 4635, 4636


3700 North MacArthur Boulevard 4646, 4648, 4649

4 L.B. Barton Elementary 4611, 4618


2931 Conflans Road

5 Irving High School 4612, 4613, 4614, 4615, 4619


900 O’Connor Road

-1-
Packet Pg. 189
21

6 J.R. Good Elementary 4608, 4616, 4617, 4620


1200 East Union Bower Road

7 Otis Brown Elementary 4605, 4606


2501 West Tenth Street

8 Lee Britain Elementary 4602, 4603, 4604, 4607


631 Edmondson Drive

9 Cimarron Park Recreation Center 4642, 4643, 4644, 4651


201 Red River Trail

10 Mustang Park Recreation Center 4637, 4639, 4640, 4650


2223 Kinwest Parkway

11 J.O. Davis Elementary 4609, 4610


310 Davis Drive

12 Sally B. Elliott Elementary 4600, 4601


1900 South Story Road

13 Fire Station No. 8 4627, 4628, 4629


650 East Las Colinas Drive

14 Grand Prairie Fire Station No. 8 4645


3017 Roy Orr Boulevard
Grand Prairie, Texas

15 Coppell Town Center 4708


255 Parkway Boulevard
Coppell, Texas

SECTION 4. Early voting shall be conducted by the Dallas County Elections Administrator,
Bruce Sherbet, who is hereby appointed as the Early Voting Clerk and Charline Farquhar, Early Voting
Manager of the Dallas County Elections Department, is hereby appointed as Chief Deputy Early Voting
Clerk, said voting to be conducted by the Office of the Elections Department. The main early voting
polling place is Dallas County Records Building, 1st Floor, 509 Main Street, Dallas, Texas 75202.
Mary Kay West, Dallas County Elections Department Central Count Manager, is hereby appointed as
Manager of the Central Count Station. Early voting in the City of Irving will be conducted in the lobby
of the City Hall Building, 825 West Irving Boulevard, Irving Arts Center, 3333 North MacArthur
Boulevard, and Valley Ranch Public Library, 401 Cimarron Trail, and all other locations in Dallas
County as designated by the Dallas County Elections Administrator. Said locations are attached hereto
as Exhibit A and are subject to change until March 22, 2011. The required early voting period of said
election as well as additional times established by the City Council is as follows:

May 2-7, 2011 8:00 a.m. to 5:00 p.m.


May 8, 2011 1:00 p.m. to 6:00 p.m.
May 9-10, 2011 7:00 a.m. to 7:00 p.m.

-2-
Packet Pg. 190
21

SECTION 5. All requests for early voting ballots by mail shall be sent to and received by
Dallas County Elections Department, 8th Floor, Health and Human Service Building, 2377 North
Stemmons Freeway, Dallas, Texas 75207 for processing. Persons voting by mail will send their voted
ballots to the Dallas County Elections Department.

SECTION 6. That all resident qualified electors of each district up for election of the City shall
be permitted to vote in said election. In addition, the election material enumerated in the Texas
Election Code shall be printed in both English and Spanish for use at the polling place and for early
voting in said election.

SECTION 7. The Office of the Elections Department, 2377 North Stemmons Freeway, Suite
820, Dallas, Texas 75207, is hereby established as the Central Count Station to receive and tabulate
votes for said election, and the Irving City Hall Building, 825 West Irving Boulevard, Irving, Texas
75060 shall be established as a regional counting station.

SECTION 8. Notice of this election shall be given by posting and publication, as required by
law.

SECTION 9. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the validity of any section, subsection, sentence, clause, or phrase of this ordinance should be
declared to be invalid, the same shall not affect the validity of any other section, subsection, sentence,
clause, or phrase of this ordinance.

SECTION 10. That this ordinance shall become effective from and after its passage.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

-3-
Packet Pg. 191
22

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3777


Recommending Department: Financial Services LSR No:

Ordinance -- Amending and Restating Ordinance No. 2010-9219


Authorizing the Issuance of City of Irving, Texas, General Obligation
Refunding and Improvement Bonds, Series 2011, in an Aggregate Principal
Amount Not to Exceed $41,600,000; Providing for the Award of the Sale
Thereof in Accordance with Specified Parameters; Authorizing the
Execution and Delivery of a Purchase Contract Relating to Said Bonds;
Authorizing the Execution and Delivery of a Paying Agent/Registrar
Agreement, an Escrow Agreement and a Disclosure Counsel Engagement
Letter; Approving the Official Statement; and Enacting Other Provisions
Incident and Relating to the Subject and Purposes of This Ordinance
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The pricing deadline for the original Ordinance approved November 11,
2010 will expire on March 31, 2011. The amended and restated Ordinance extends
the pricing deadline to June 30, 2011 as staff continues to monitor interest rates.
There are no other changes proposed in this Ordinance.
3. The Ordinance provides new money General Obligation Bonds in an amount not to
exceed $7,000,000 for permanent public improvements. The Ordinance also allows
for refunding of existing general obligation debt in an amount not to exceed
$35,000,000.
4. Savings from the refunded G.O. Bonds will provide payment relief to the 2009
Convention Center Certificates of Obligation through 2019.
5. If approved, funding from the negotiated sale should be received before the end of
the year.

Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: Yes • Review Completed By: Karen Brophy
• Previous Action: N/A • Council Action: N/A
• .

ATTACHMENTS:
• Exhibit A - GO Bonds (PDF)

Packet Pg. 192


22

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/14/2011 03:58 PM by Brad Duff
Last Updated: 1/27/2011 09:15 AM by Brad Duff

-2-
Packet Pg. 193
22

ORDINANCE NO. (ID # 3777)

Attached

-1-
Packet Pg. 194
22.a

FY2010-2011
CAPITAL IMPROVEMENT BOND PROGRAM
GENERAL OBLIGATION BOND SALE
$6,600,000
Proposed
Division Project Amount

Goal 9 Streets Northgate - Tom Braniff to Carl Rd. $ 1,500,000


Neighborhood Streets $ 500,000
Story/TRE $ 500,000

Attachment: Exhibit A - GO Bonds (3777 : Amendement - Authorizing Issuance of GO Bonds)


Streets Total: $ 2,500,000

Goal 7 Parks Family Aquatic Center A&E $ 1,000,000


Neighborhood Splash Pool $ 1,100,000
Parks Total: $ 2,100,000

Libraries South Irving Library $ 2,000,000


Goal 7 Total $ 4,100,000

Total General Obligation Bond Program $ 6,600,000

Packet Pg. 195


BOND ORDINANCE No. __________

AMENDING AND RESTATING ORDINANCE No. 2010-9219

CITY OF IRVING, TEXAS

GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS

SERIES 2011

Adopted: February 3, 2011

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TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND OTHER PRELIMINARY MATTERS

Section 1.01. Definitions............................................................................................................... 4


Section 1.02. Findings................................................................................................................... 6
Section 1.03. Table of Contents, Titles and Headings. ................................................................. 6
Section 1.04. Interpretation. .......................................................................................................... 6

ARTICLE II

SECURITY FOR THE BONDS; INTEREST AND SINKING FUND

Section 2.01. Tax Levy. ................................................................................................................ 6


Section 2.02. Interest and Sinking Fund. ...................................................................................... 7

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS

Section 3.01. Authorization. ......................................................................................................... 7


Section 3.02. Date, Denomination, Maturities and Interest. ......................................................... 8
Section 3.03. Medium, Method and Place of Payment. ................................................................ 8
Section 3.04. Execution and Registration of Bonds. .................................................................... 9
Section 3.05. Ownership. ............................................................................................................ 10
Section 3.06. Registration, Transfer and Exchange. ................................................................... 11
Section 3.07. Cancellation. ......................................................................................................... 11
Section 3.08. Temporary Bonds.................................................................................................. 12
Section 3.09. Replacement Bonds. ............................................................................................. 12
Section 3.10. Book-Entry Only System. ..................................................................................... 13
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only
System. .................................................................................................................. 14
Section 3.12. Payments to Cede & Co. ....................................................................................... 14

ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.01. Limitation on Redemption. ................................................................................... 14


Section 4.02. Optional Redemption. ........................................................................................... 14
Section 4.03. Mandatory Sinking Fund Redemption. ................................................................. 15
Section 4.04. Partial Redemption................................................................................................ 15
Section 4.05. Notice of Redemption to Owners. ........................................................................ 16
Section 4.06. Payment Upon Redemption. ................................................................................. 16
Section 4.07. Conditional Notice of Redemption. ...................................................................... 16

(i)
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Section 4.08. Lapse of Payment. ................................................................................................. 17
Section 4.09. Effect of Redemption. ........................................................................................... 17

ARTICLE V

PAYING AGENT/REGISTRAR

Section 5.01. Appointment of Initial Paying Agent/Registrar. ................................................... 17


Section 5.02. Qualifications. ....................................................................................................... 17
Section 5.03. Maintaining Paying Agent/Registrar. ................................................................... 17
Section 5.04. Termination. .......................................................................................................... 18
Section 5.05. Notice of Change to Owners. ................................................................................ 18
Section 5.06. Agreement to Perform Duties and Functions........................................................ 18
Section 5.07. Delivery of Records to Successor. ........................................................................ 18

ARTICLE VI

FORM OF THE BONDS

Section 6.01. Form Generally. .................................................................................................... 18


Section 6.02. Form of the Bonds. ............................................................................................... 19
Section 6.03. CUSIP Registration............................................................................................... 26
Section 6.04. Legal Opinion. ...................................................................................................... 26
Section 6.05. Statement of Insurance. ......................................................................................... 26

ARTICLE VII

SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS

Section 7.01. Sale of Bonds, Official Statement. ........................................................................ 26


Section 7.02. Control and Delivery of Bonds. ............................................................................ 29
Section 7.03. Deposit of Proceeds. ............................................................................................. 29

ARTICLE VIII

INVESTMENTS

Section 8.01. Investments. .......................................................................................................... 29


Section 8.02. Investment Income. ............................................................................................... 30

ARTICLE IX

PARTICULAR REPRESENTATIONS AND COVENANTS

Section 9.01. Payment of the Bonds. .......................................................................................... 30


Section 9.02. Other Representations and Covenants. ................................................................. 30
Section 9.03. Provisions Concerning Federal Income Tax Exclusion. ....................................... 30
Section 9.04. No Private Use or Payment and No Private Loan Financing................................ 31

(ii)
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Section 9.05. No Federal Guaranty. ............................................................................................ 31
Section 9.06. Bonds are not Hedge Bonds. ................................................................................. 31
Section 9.07. No-Arbitrage Covenant. ........................................................................................ 31
Section 9.08. Arbitrage Rebate. .................................................................................................. 32
Section 9.09. Information Reporting. ......................................................................................... 32
Section 9.10. Continuing Obligation. ......................................................................................... 32

ARTICLE X

DEFAULT AND REMEDIES

Section 10.01. Events of Default. ................................................................................................. 32


Section 10.02. Remedies for Default. ........................................................................................... 33
Section 10.03. Remedies Not Exclusive. ...................................................................................... 33

ARTICLE XI

DISCHARGE

Section 11.01. Discharge. ............................................................................................................. 33

ARTICLE XII

CONTINUING DISCLOSURE UNDERTAKING

Section 12.01. Annual Reports. .................................................................................................... 34


Section 12.02. Notice of Material Events. .................................................................................... 34
Section 12.03. Limitations, Disclaimers and Amendments. ......................................................... 35
Section 12.04. Amendment to Article XII in Certain Events. ...................................................... 36

ARTICLE XIII

PAYMENT OF REFUNDED BONDS; REDEMPTION OF REFUNDED BONDS;


APPROVAL OF ESCROW AGREEMENT; PURCHASE OF FEDERAL SECURITIES

Section 13.01. Payment of Paying Agency. .................................................................................. 37


Section 13.02. Escrow Agreement. ............................................................................................... 37
Section 13.03. Redemption of Refunded Bonds. .......................................................................... 37
Section 13.04. Purchase of Escrowed Securities. ......................................................................... 37
Section 13.05. Notice of Deposit and Redemption. ...................................................................... 38

ARTICLE XIV

AMENDMENTS

Section 14.01. Amendments. ........................................................................................................ 38

(iii)
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Exhibit A - Description of Annual Disclosure of Financial Information ................................... A-1

Schedule I - Schedule of Refunded Bonds ….…………………………………………………S-1

(iv)
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AN ORDINANCE AMENDING AND RESTATING
ORDINANCE NO. ________ ORDINANCE AUTHORIZING
THE ISSUANCE OF CITY OF IRVING, TEXAS, GENERAL
OBLIGATION REFUNDING AND IMPROVEMENT BONDS,
SERIES 2011, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $41,600,000; PROVIDING FOR THE
AWARD OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A PURCHASE CONTRACT
RELATING TO SAID BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A PAYING
AGENT/REGISTRAR AGREEMENT, AN ESCROW
AGREEMENT AND A DISCLOSURE COUNSEL
ENGAGEMENT LETTER; APPROVING THE OFFICIAL
STATEMENT; AND ENACTING OTHER PROVISIONS
INCIDENT AND RELATING TO THE SUBJECT AND
PURPOSES OF THIS ORDINANCE

WHEREAS, the City of Irving previously approved and adopted Ordinance No. ______
authorizing the issuance of general obligation bonds; and

WHEREAS, the City now desires to amend and restate Ordinance No. ______ to amend
Section 7.01 to extend the delegation of authority contained in that section until June 30, 2011;
and

WHEREAS, the City intends to issue general obligation bonds to finance improvements
which the City Council determines to be necessary within the City; and

WHEREAS, the bonds hereinafter authorized were duly and favorably voted, as required
by the laws of the State of Texas, at elections held in the City, on February 6, 1999 and
November 7, 2006; and

WHEREAS, at said elections, the following are among the purposes and amounts of the
bonds which were authorized, reflecting any amount previously issued pursuant to each voted
authorization, the amount therefrom being issued pursuant to this Ordinance, and the balance that
remains unissued after the issuance of the bonds herein authorized, to-wit:

Amount Amount Previously Amount Being Unissued


Purpose
Voted Issued Issued(1) Balance
1999 Election
Streets $133,880,000 $91,030,000 $1,500,000 $41,350,000

Drainage Improvements 25,000,000 14,715,000 -0- 10,285,000

Parks 36,800,000 31,500,000 -0- 5,300,000

City Buildings 8,500,000 6,220,000 -0- 2,280,000

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Amount Amount Previously Amount Being Unissued
Purpose
Voted Issued Issued(1) Balance
Sanitary Landfill 9,055,000 200,000 -0- 8,855,000

Fire 18,105,000 7,125,000 -0- 10,980,000

Police 8,650,000 7,650,000 -0- 1,000,000

Youth Development/
Community Center 2,495,000 1,995,000 -0- 500,000

2006 Election
Streets 117,825,000 9,245,000 $1,000,000 107,580,000

Drainage Improvements 32,600,000 -0- -0- 32,600,000

Parks 56,475,000 11,275,000 2,100,000 43,100,000

Library 18,200,000 9,335,000 2,000,000 6,865,000

City Buildings 15,600,000 2,320,000 -0- 13,280,000

Public Safety 15,305,000 1,845,000 -0- 13,460,000

Voice and Data Systems 25,000,000 1,000,000 -0- 24,000,000

Public Infrastructure for


Economic Development 35,000,000 4,000,000 -0- 31,000,000

Senior Citizens Center 10,000,000 -0- -0- 10,000,000

Total $568,490,000 $199,455,000 $6,600,000 $362,435,000


(1)
The amounts and projects are subject to adjustment by the Pricing Committee in the Pricing Certificate within the
parameters established in this Ordinance.

WHEREAS, there are presently outstanding certain long-term debt obligations of the City
(the “Refunded Bonds”) described on Schedule I hereto, which are secured by and payable from
ad valorem taxes levied on property within the City in an amount sufficient to pay principal of
and interest on such obligations as they become due within the limits prescribed by law; and

WHEREAS, the City now desires to refund such obligations described on Schedule I
hereto (such refunded obligations to be hereinafter referred to collectively as the “Refunded
Bonds”); and

WHEREAS, Chapter 1207, Texas Government Code, as amended (“Chapter 1207”)


further authorizes the City to enter into an escrow agreement with a commercial bank with

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respect to the safekeeping, investment, reinvestment, administration and disposition of any such
deposit, upon such terms and conditions as the City and such bank may agree, provided that such
deposits may be invested and reinvested only in obligations permitted under Chapter 1207 and
the ordinances authorizing the Refunded Bonds, and which shall mature and bear interest
payable at such times and in such amounts as will be sufficient to provide for the scheduled
payment or prepayment of the Refunded Bonds; and

WHEREAS, The Bank of New York Mellon Trust Company, N.A., is a commercial bank
which does not act as depository for the City and the Escrow Agreement hereinafter authorized
constitutes an escrow agreement of the kind authorized and permitted by Chapter 1207; 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 the manner in which the
refunding is being executed does not make it practicable to make the determination described by
Section 1207.008(a)(2) of Chapter 1207; 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 in the amount specified in the Pricing Certificate with respect to the Refunded
Bonds is in the best interests of the citizens of the City; and

WHEREAS, pursuant to Chapter 1371 and 1207, Texas Government Code, as amended,
the City has found and determined that the Bonds herein authorized shall mature on the dates,
bear interest at the rates and have such other terms and provisions specified in a Pricing
Certificate within the parameters set forth in this Ordinance; and

WHEREAS, the City Council has found and determined that it is necessary and in the
best interest of the City and its citizens that it authorize by this Ordinance the issuance and
delivery of the amounts reflected above, all in accordance with and pursuant to the authority
granted in Tex. Const. art. XI, Sec. 5, Chapters 1331, 1207 and 1371 Texas Government Code,
and Article VII of the Charter of the City; and

WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended; therefore

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF IRVING:

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ARTICLE I

DEFINITIONS AND OTHER PRELIMINARY MATTERS

Section 1.01. Definitions

Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:

“Bond” means any of the Bonds.

“Bond Date” means the date designated as the date of the Bonds by Section 3.02(a) of
this Ordinance.

“Bonds” means one or more series of the City’s bonds authorized to be issued by Section
3.02(a) of this Ordinance and designated as “City of Irving, Texas, General Obligation
Refunding and Improvement Bonds, Series 2011.”

“Chief Financial Officer” means the Chief Financial Officer of the City, Max Duplant.

“Closing Date” means the date of the initial delivery of and payment for the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.

“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named in this Ordinance, the Designated Payment/Transfer Office as designated
in the Paying Agent/Registrar Agreement, 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.

“DTC” means The Depository Trust Company of New York, New York, or any
successor securities depository.

“DTC Participant” means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.

“EMMA” means the Electronic Municipal Market Access System.

“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A.

“Escrow Agreement” means the Escrow Agreement relating to the Bonds, between the
City and the Escrow Agent.

“Escrow Fund” means the fund referred to in Sections 7.13 and 13.1 of this Ordinance
and established by the Escrow Agreement to hold cash and securities for the payment of
principal and interest on the Refunded Bonds.

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“Event of Default” means any event of default as defined in Section 10.01 of this
Ordinance.

“Initial Bond” means the Initial Bond authorized by Section 3.04 of this Ordinance.

“Interest and Sinking Fund” means the interest and sinking fund established by Section
2.02 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
March 15 and September 15 as designated in the Pricing Certificate.

“MSRB” means the Municipal Securities Rulemaking Board.

“Owner” means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.

“Paying Agent/Registrar” means initially The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, or any successor thereto as provided in this
Ordinance.

“Pricing Certificate” means a certificate or certificates to be signed by the Pricing


Committee.

“Pricing Committee” means Herbert Gears, Mayor (or in his absence, Councilmember
Joe Philipp, Chairman, Audit and Finance Committee), Tommy Gonzalez, City Manager (or in
his absence, Teresa Adrian, Management Operations Director) and Max Duplant, Chief Financial
Officer (or in her absence, Brad Duff, Assistant Chief Financial Officer), each acting together.

“Record Date” means the last business day of the month next preceding an Interest
Payment Date.

“Refunded Bonds” means those obligations of the City designated as such in the Pricing
Certificate from the list of Refunded Bond Candidates described in Schedule I attached hereto.

“Refunded Bond Candidates” means the obligations of the City described in Schedule I
attached hereto which are authorized to be designated Refunded Bonds in the Pricing Certificate.

“Register” means the Register specified in Section 3.06(a) of this Ordinance.

“Representation Letter” means the Blanket Letter of Representations between the City
and DTC.

“Rule” means SEC Rule 15c2-12, as amended from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Unclaimed Payments” means money deposited with the Paying Agent/Registrar for the
payment of principal of or interest on the Bonds as the same come due and payable and

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remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption
date.

“Underwriters” means Estrada Hinojosa & Company, Inc., and JPMorgan Chase as more
particularly described in the Purchase Contract relating to the Bonds described in Section
7.01(a).

Section 1.02. 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.

Section 1.03. 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 1.04. 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) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein.

ARTICLE II

SECURITY FOR THE BONDS; INTEREST AND SINKING FUND

Section 2.01. Tax Levy.

(a) Pursuant to the authority granted by the Texas Constitution and the laws of the
State of Texas, there shall be levied and there is hereby levied for the current year and for each
succeeding year hereafter while any of the Bonds or any interest thereon is outstanding and
unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the
City, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements
of the Bonds, being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at
maturity or a sinking fund of two percent (2%) per annum (whichever amount is greater), when
due and payable, full allowance being made for delinquencies and costs of collection.

(b) The ad valorem tax thus levied shall be assessed and collected each year against
all property appearing on the tax rolls of the City most recently approved in accordance with law
and the money thus collected shall be deposited as collected to the Interest and Sinking Fund.

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(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Bonds when and as
due and payable in accordance with their terms and this Ordinance.

(d) To the extent the City has available funds which may be lawfully used to pay debt
service on the Bonds and such funds are on deposit in the Interest and Sinking Fund in advance
of the time when the City Council of the City is scheduled to set a tax rate for any year, then such
tax rate which would otherwise be required to be established pursuant to subsection (a) of this
Section may be reduced to the extent and by the amount of such funds in the Interest and Sinking
Fund.

(e) If the lien and provisions of this Ordinance shall be released in a manner
permitted by ARTICLE XI hereof, then the collection of such ad valorem tax may be suspended
or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking
Fund may be suspended or appropriately reduced, as the facts may permit. In determining the
aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any
Bonds that have been duly called for redemption and for which money has been deposited with
the Paying Agent/Registrar for such redemption.

Section 2.02. Interest and Sinking Fund.

(a) The City hereby establishes a special fund or account, to be designated the “City
of Irving, Texas, General Obligation Refunding and Improvement Bonds, Series 2011, Interest
and Sinking Fund,” said fund to be maintained at an official depository bank of the City separate
and apart from all other funds and accounts of the City.

(b) Money on deposit in or required by this Ordinance to be deposited to the Interest


and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of
the Bonds when and as due and payable in accordance with their terms and this Ordinance.

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND PROVISIONS


REGARDING THE BONDS

Section 3.01. Authorization.

The City’s bonds, to be designated “City of Irving, Texas, General Obligation Refunding
and Improvement Bonds, Series 2011,” are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, including particularly Chapters
1331, 1207 and 1371, Texas Government Code, as amended, Tex. Const. art. XI, Sec. 5 and
Article VII, Section 1 of the Charter of the City. The Bonds shall be issued in one or more
series, as set forth in the Pricing Certificate, and shall be issued in the original aggregate
principal amount of not to exceed (i) $6,600,000 (including premium allocated to voted
authorization), for the purpose of providing funds for the payment of costs of issuing the Bonds
and for permanent public improvements, to-wit: (a) $1,500,000 for engineering, constructing,
reconstructing, improving, repairing, developing, extending and expanding streets,

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thoroughfares, grade separations, sidewalks and other public ways of the City, including
necessary and related storm drainage facilities and improvements, intersection capacity
improvements, signalization, traffic management and emergency vehicle preemption system and
other traffic controls, street lighting, and the acquisition of any needed rights-of-way therefor
(1999 Authorization); (b) $1,000,000 for engineering, constructing, reconstructing, improving,
repairing, developing, extending and expanding streets, thoroughfares, grade separations,
sidewalks and other public ways of the City, including necessary and related storm drainage
facilities and improvements, intersection capacity improvements, signalization, landscaping,
streetscape, railroad quiet zone traffic controls, traffic management and emergency vehicle
preemption system and other traffic controls, street lighting, and the acquisition of land therefore
(2006 Authorization) (c) $2,100,000 for acquiring and improving land for park and recreational
purposes, including designing, constructing, expanding, equipping and furnishing aquatics
facilities, development of parks and trails, improvements at the Twin Wells golf course, and
erosion control (2006 Authorization); (c) $2,000,000 for designing, constructing, improving,
renovating, expanding, equipping, and furnishing libraries and related facilities including the
acquisition of land therefore, and (ii) $35,000,000 for the purpose of providing funds to refund
the Refunded Bonds and paying the costs of issuance of the Bonds. The amounts and projects
identified above in Section 3.01(i)(a)-(c) are subject to adjustment by the Pricing Committee in
the Pricing Certificate provided the aggregate principal amount plus premium allocated to voted
authorization shall not exceed $6,600,000.

Section 3.02. Date, Denomination, Maturities and Interest.

(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral
multiple thereof, and shall be numbered separately from one (1) upward, except the Initial Bond,
which shall be numbered T-1.

(b) The Bonds shall mature on September 15 in the years and in the principal
amounts and bear interest at the per annum rates set forth in the Pricing Certificate. The Bonds
shall mature and become payable not later than September 15, 2031.

(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the Bond Date or the most recent Interest Payment Date to
which interest has been paid or provided for at the rates per annum for each respective maturity
specified in the Pricing Certificate as provided in Section 7.01 below. Such interest shall be
payable semiannually on each Interest Payment Date. Interest on the Bonds shall be calculated
on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty
(30) days each.

Section 3.03. 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 to each Owner as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayment of

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interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for
such interest payment (a “Special Record Date”) shall 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 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 Bond appearing on the Register at the
close of business on the last Business Day next preceding the date of mailing of such notice.

(c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by
the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the
address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the
Owner shall bear all risk and expense of such other banking arrangement. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire
transfer to the bank account of such Owner on file with the Paying Agent/Registrar.

(d) The principal of each Bond shall be paid to the Owner thereof on the due 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.

(e) 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 of 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.

(f) Unclaimed Payments 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
the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three (3) 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 monies or on account of
any such Bonds, subject to Title 6 of the Texas Property Code.

Section 3.04. Execution and Registration of Bonds.

(a) The Bonds 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

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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 those
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.

(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
all Bonds, payable in stated installments to the initial purchaser, or its designee, executed by the
Mayor and City Secretary of the City by their manual or facsimile signatures, approved by the
Attorney General, and registered and manually signed by the Comptroller of Public Accounts,
will be delivered to the initial purchaser or its designee. Upon payment for the Initial Bond, the
Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC, on behalf of the initial
Purchaser, one typewritten Bond for each maturity representing the aggregate principal amount
for each respective maturity, registered in the name of Cede & Co., as nominee for DTC.

Section 3.05. 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 as provided herein (except interest shall be paid to the person in
whose name such Bond is registered on the Record Date), and for all other purposes, 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.

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Section 3.06. 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 in 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 of the Paying Agent/Registrar
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 of the Paying Agent/Registrar 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. 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 any 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, where such
redemption is scheduled to occur within forty-five (45) calendar days after the transfer or
exchange date; provided, however, such limitation shall not be applicable to an exchange by the
Owner of the uncalled principal balance of a Bond.

Section 3.07. Cancellation.

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 then return such cancelled Bonds to the City or may in accordance
with law destroy such cancelled Bonds and periodically furnish the City with certificates of
destruction of such Bonds.

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Section 3.08. 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
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.

(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Bonds in definitive form; 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 3.09. 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


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 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

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(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
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.

Section 3.10. Book-Entry Only System.

(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds,
the ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
The definitive Bonds shall be initially issued in the form of a single separate fully registered
certificate for each of the maturities thereof.

(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/ Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder,
as shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Bondholder, as shown in the Register of any amount with respect to principal of, premium, if
any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the
contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the
person in whose name each Bond is registered in the Register as the absolute owner of such
Bond for the purpose of payment of principal of, premium, if any, and interest on such Bonds,
for the purpose of all matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of
the respective owners, as shown in the Register as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully

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satisfy and discharge the City’s obligations with respect to payment of, premium, if any, and
interest on the Bonds to the extent of the sum or sums so paid. No person other than an owner,
as shown in the Register, shall receive a certificate evidencing the obligation of the City to make
payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the word “Cede & Co.” in this Ordinance shall refer to such
new nominee of DTC.

Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only


System.

In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
to DTC, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.

Section 3.12. Payments to Cede & Co.

Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the blanket letter of
representation of the City to DTC.

ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.01. Limitation on Redemption.

The Bonds shall be subject to redemption before scheduled maturity only as provided in
this ARTICLE IV.

Section 4.02. Optional Redemption.

(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond set forth in Section 6.02 of this Ordinance with such changes as are required by the
Pricing Certificate.

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(b) The City, at least forty-five (45) 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 4.03. Mandatory Sinking Fund Redemption.

(a) Bonds designated as “Term Bonds” in the Pricing Certificate, if any, 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 Pricing Certificate.

(b) At least forty-five (45) 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 4.05.

(c) In lieu of calling the Term Bonds described in subsection (a), above, for
mandatory redemption, the City reserves the right to purchase such Term Bonds at a price not
exceeding the principal amount thereof, plus accrued interest, with (i) moneys on deposit in the
Interest and Sinking Fund which are available for the mandatory redemption of such Term Bonds
or (ii) other lawfully available funds.

(d) Upon any such purchase in lieu of redemption, not less than forty five (45) days
prior to a mandatory redemption date, the City shall deliver such Term Bonds to the Paying
Agent/Registrar prior to the selection of the Term Bonds for redemption and the principal
amount so delivered shall be credited against the amount required to be called for redemption in
that year.

(e) To the extent that the Term Bonds have been previously redeemed other than
from such scheduled mandatory redemption payments, the amount of each scheduled mandatory
redemption payment set forth above shall be reduced, as nearly as practicable, on a pro rata
basis.

Section 4.04. Partial Redemption.

(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02 hereof,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such
maturity or maturities and in such principal amounts for redemption.

(b) A portion of a single Bond of a denomination greater than $5,000 may be


redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If
such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000
portion of the Bond as though it were a single Bond for purposes of selection for redemption.

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US 631385v.3
(c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange
Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered, such exchange being without charge.

(d) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be
redeemed.

Section 4.05. 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 thirty (30) days
before the date fixed for redemption, to the Owner of each Bond (or part thereof) 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.

(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 4.06. 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 of the Paying Agent/Registrar 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 4.07. Conditional Notice of Redemption.

The City reserves the right, in the case of an optional redemption pursuant to Section 4.02
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

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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
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 4.08. Lapse of Payment.

Money set aside for the redemption of the Bonds and remaining unclaimed by Owners
thereof shall be subject to the provisions of Section 3.03(f) hereof.

Section 4.09. Effect of Redemption.

(a) Notice of redemption having been given as provided in Section 4.05 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.

ARTICLE V

PAYING AGENT/REGISTRAR

Section 5.01. Appointment of Initial Paying Agent/Registrar.

The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, is
hereby appointed as the initial Paying Agent/Registrar for the Bonds.

Section 5.02. 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 5.03. 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 5.02 of this Ordinance. The Mayor is hereby

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authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the
duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the
Mayor shall be attested by the City Secretary of the City.

(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.

Section 5.04. Termination.

The City, upon not less than sixty (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 5.05. 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.

Section 5.06. 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 5.07. 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 6.01. 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

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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 6.02. Form of the Bonds.

The form of the Bond, 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
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2011 1

INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:


________% September 15, ____ _________, 2011 2 __________

The City of Irving, Texas (the “City”), in the County of Dallas, State of Texas, for value
received, hereby promises to pay to

_________________________

or registered assigns, on the 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 provided for, and to pay interest on such principal amount from
the later of the Bond Date specified above or the most recent interest payment date to which
interest has been paid or provided for until payment of such principal amount has been paid or
provided for, at the per annum rate of interest specified above, computed on the basis of a three
hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid
semiannually on March 15 and September 15 of each year, commencing ____________ 3

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 Dallas, Texas (the “Designated Payment/Transfer Office”) of The
Bank of New York Mellon Trust Company, National Association, Dallas, Texas, as Paying
Agent/Registrar or, with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office thereof. Interest on this Bond is payable by check dated as of the
interest payment date, and will be 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

1
Complete title to be designated in Pricing Certificate.
2
Insert based upon the Pricing Certificate.
3
Insert based upon the Pricing Certificate.

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registered owner; provided, however, such registered owner shall bear all risk and expense of
such other banking arrangement. At the option of an Owner of at least $1,000,000 principal
amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on
file with the Paying Agent/Registrar. 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.

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 dated ____, 2011 4 and is one of a series of fully registered bonds specified
in the title hereof issued in the aggregate principal amount of $_____________ 5 (herein referred
to as the “Bonds”), issued pursuant to a certain ordinance of the City (the “Ordinance”) for the
purpose of providing funds with which to make certain permanent public improvements within
the City and to refund in advance of their maturity certain outstanding obligations of the City,
and to pay the costs of issuing the Bonds.

[The City has reserved the option to redeem the Bonds maturing on or after
September 15, _____, in whole or in part before their respective scheduled maturity dates, on
September 15, ____, or on any date thereafter, at a price equal to the principal amount of the
Bonds so called for redemption plus accrued interest to the date fixed for redemption. If less
than all of the Bonds are to be redeemed, the City shall determine the maturity or maturities and
the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the
Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption.] 6

[The Bonds stated to mature on September 15, 20__, are subject to scheduled mandatory
redemption by the Paying Agent/Registrar by lot, or by any other customary method that results
in a random selection, at a price equal to the principal amount thereof, without premium, plus
accrued interest to the redemption date, on the dates and in the respective principal amounts as
follows:

Redemption Date Principal


Amount
September 15, 20__ $________
September 15, 20__ ________
September 15, 20__ (maturity) ________

4
Insert based upon the Pricing Certificate.
5
Insert based upon the Pricing Certificate.
6
Insert optional redemption provisions and revise as necessary to conform to the Pricing Certificate.

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In lieu of such mandatory redemptions the City has reserved the right to purchase the
Term Bonds maturing September 15, 20__ at a price not exceeding the principal amount thereof,
plus accrued interest, out of (i) moneys available for such purpose in the Interest and Sinking
Fund or (ii) other lawfully available funds. The principal amount of Term Bonds maturing
September 15, 20__, so purchased shall reduce the principal amount of Term Bonds maturing
September 15, 20__, required for mandatory redemption in such year. To the extent that the
Term Bonds maturing September 15, 20__ have been previously redeemed other than from such
scheduled mandatory redemption payments, the amount of each scheduled mandatory
redemption payment set forth above shall be reduced, as nearly as practicable, on a pro rata
basis.] 7

Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) 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 to give notice of its election or direction to redeem
Certificates conditioned upon the occurrence of subsequent events. Such notice may state a. 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 b. 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 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. 8

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.

7
Insert mandatory sinking fund redemption provisions for the Bonds, if any, and revise as necessary to conform to
the Pricing Certificate.
8
To be inserted based upon Pricing Certificate.

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US 631385v.3
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 this Bond and the
series of which it is a part is duly authorized by law, and has been authorized by a vote of the
properly qualified electors of the City; that all acts, conditions and things required to be done
precedent to and in the issuance of the Bonds have been properly done and performed and have
happened in regular and due time, form and manner, as required by law; and that ad valorem
taxes upon all taxable property in the City have been levied for and pledged to the payment of
the debt service requirements of the Bonds, within the limit prescribed by law.

IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual
or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile
signature of the City Secretary of the City, and the official seal of the City has been duly
impressed or placed in facsimile on this Bond.

City Secretary, Mayor,


City of Irving, Texas City of Irving, Texas

(SEAL)

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US 631385v.3
(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

(c) Form of Certificate of Paying Agent/Registrar.

The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the 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.

THE BANK OF NEW YORK MELLON


TRUST COMPANY,
NATIONAL ASSOCIATION
Dallas, Texas, as Paying Agent/Registrar

Dated: _______________________ By:


Authorized Signatory

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US 631385v.3
(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
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
Paying Agent/Registrar.

Signature Guaranteed By:

Authorized Signatory

(e) Each Initial Bond shall be in the form set forth in paragraphs (a) through (d) of
this Section, except for the following alterations:

(i) immediately under the name of the Bond (which name shall be set forth in
the Pricing Certificate), the headings “INTEREST RATE” and “MATURITY DATE”
shall both be completed with the words “As shown below”;

(ii) in the first paragraph of the Bond, the words “on the Maturity Date
specified above” shall be deleted and the following will be inserted: “on September 15 in
each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:

Year Principal Amounts Interest Rate

(Information to be inserted from Pricing Certificate)

(iii) the Initial Bond or Bonds shall be numbered T-1 upward.

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US 631385v.3
Section 6.03. 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 6.04. Legal Opinion.

The approving legal opinion of Vinson & Elkins L.L.P., Bond Counsel, may be printed
on the reverse side of each Bond over the certification of the City Secretary of the City, which
may be executed in facsimile.

Section 6.05. 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

SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS

Section 7.01. Sale of Bonds, Official Statement.

(a) The Bonds shall be sold at private sale to the Underwriters in accordance with the
terms of this Ordinance, including this Section 7.01(a). As authorized by the Chapters 1371 and
1207, Texas Government Code, as amended, the Pricing Committee is authorized to act on
behalf of the City upon determining that the conditions set forth below can be satisfied, in selling
and delivering the Bonds and carrying out the other procedures specified in this Ordinance,
including determining the price at which each of the Bonds will be sold, the number and
designation of series of Bonds to be issued, the form in which the Bonds shall be issued, the
years in which the Bonds will mature, the principal amount to mature in each of such years, the
aggregate principal amount of the Bonds, the rate of interest to be borne by each such maturity,
the first interest payment date, the dates, prices and terms upon and at which the Bonds shall be
subject to redemption prior to maturity at the option of the City and shall be subject to mandatory
sinking fund redemption, and all other matters relating to the issuance, sale and delivery of the
Bonds, all of which shall be specified in the Pricing Certificate; provided that the following
conditions can be satisfied:

(i) the Bonds shall not bear interest at a rate greater than the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended; and

(ii) the aggregate principal amount of the Bonds, authorized to be issued for
the purposes described in Section 3.01(i), including any premium allocated to voted
authorization, shall not exceed the maximum amount authorized in Section 3.01 hereof
($6,600,000); and

26
US 631385v.3
(iii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in Section 3.01(ii) ($35,000,000) and shall equal an amount
sufficient to provide for the refunding of the Refunded Bonds to be selected from the
Refunded Bonds Candidates identified in Schedule I hereto that will result in a gross debt
service loss to the City of no more than 10%; and

(iv) all such terms and determinations pertaining to the pricing of the Bonds
shall be based on bond market conditions and available interest rates for the Bonds on the
date of the sale of the Bonds, all as set forth in the Pricing Certificate. The Refunded
Bonds shall be identified in the Pricing Certificate in accordance with the preceding
sentence, except that if less than an entire maturity is to be refunded, the Refunded Bonds
to be refunded within a maturity shall be selected as provided in the Ordinance
authorizing their issuance and, if not so provided, by lot; and

(v) prior to delivery of the Bonds to the Underwriters, the Bonds must have
been rated by a nationally recognized rating agency for municipal securities in one of the
four highest rating categories for long term obligations.

The Pricing Committee is hereby authorized and directed to execute and deliver on behalf
of the City a bond purchase contract (the “Purchase Contract”), providing for the sale of the
Bonds to the Underwriters, in such form as determined by the Pricing Committee. The Pricing
Committee is hereby authorized and directed to approve the final terms and provisions of the
Purchase Contract in accordance with the terms of the Pricing Certificate and this Ordinance,
such approval being evidenced by its execution thereof by any member of the Pricing
Committee. With regard to such terms and provisions of said Purchase Contract, the Pricing
Committee is hereby authorized to come to an agreement with the Underwriters on the
following, among other matters:

1. The details of the purchase and sale of the Bonds;


2. The details of the public offering of the Bonds by the Underwriters;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Bonds and the District’s Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
5. The representations and warranties of the City to the Underwriters;
6. The details of the delivery of, and payment for, the Bonds;
7. The Underwriters’ obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Committee to be
necessary and advisable for the purchase and sale of the Bonds.

27
US 631385v.3
Any member of the Pricing Committee, acting singly, is hereby authorized and directed
to execute said Purchase Contract for and on behalf of the City and as the act and deed of this
City Council.

The authority granted to the Pricing Committee under this Section 7.01(a) shall expire on
June 30, 2011 unless otherwise extended by the City Council by separate action.

(b) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, presented to and considered at this meeting are hereby in all
respects approved. The City’s financial advisor, Bond Counsel, City Manager and Chief
Financial Officer are each authorized to complete the Preliminary Official Statement with such
modifications, completions, changes and supplements, as those persons shall approve or
authorize for the purpose of preparing and determining and to certify or otherwise represent that
the revised Preliminary Official Statement is a “deemed final” official statement as of its date
within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended. The use and distribution of the revised Preliminary Official
Statement in the public offering of the Certificates by the Underwriters is hereby authorized.
The City Manager, Chief Financial Officer, Mayor and the City Secretary of the City are hereby
authorized and directed to use and distribute or authorize the use and distribution of the final
Official Statement and any addenda, supplement or amendment thereto (the “Official
Statement”) and to execute the same and deliver appropriate numbers of executed copies thereof
to the Underwriters of the Certificates. The Official Statement as thus approved, executed and
delivered, with such appropriate variations as shall be approved by the City Manager, Chief
Financial Officer, Mayor of the City and the Underwriters, may be used by the Underwriters in
the public offering and sale thereof. The City Secretary is hereby authorized and directed to
include and maintain a copy of the Official Statement and any addenda, supplement or
amendment thereto thus approved among the permanent records of this meeting.

(c) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Certificates in
accordance with the terms of sale therefor. Further, in connection with the submission of the
record of proceedings for the Certificates to the Attorney General of the State of Texas for
examination and approval of such Certificates, 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 to be the lesser of a. 1/10th of 1% of the principal amount of the
Certificates or b. $9,500).

(d) The obligation of the Underwriters to accept delivery of the Bonds is subject to
the Underwriters being furnished with the final, approving opinion of Vinson & Elkins L.L.P.,
Bond Counsel, which opinion shall be dated and delivered on the Closing Date. The Mayor is
hereby authorized and directed to execute the engagement letter with Vinson & Elkins L.L.P.,
setting forth such firm’s duties as Disclosure Counsel for the City, and such engagement letter
and the terms thereof in the form presented at this meeting are hereby approved and accepted.

(e) The obligation of the purchaser identified in subsection (a) of this Section to
accept delivery of the Bonds is subject to such purchaser being furnished with the final,

28
US 631385v.3
approving opinion of Vinson & Elkins L.L.P., Bond Counsel for the City, which opinion shall be
dated and delivered the Closing Date.

Section 7.02. 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 of Texas and registration with, and initial exchange or transfer by, the
Paying Agent/Registrar.

(b) After registration by the Comptroller of Public Accounts of the State of Texas,
delivery of the Bonds shall be made to the initial purchasers thereof under and subject to the
general supervision and direction of the Mayor, against receipt by the City of all amounts due to
the City under the terms of sale.

Section 7.03. Deposit of Proceeds.

(a) All amounts received on the Closing Date as accrued interest on the Bonds from
the Bond Date to the Closing Date plus premium, if any, as may be set forth in the Pricing
Certificate, shall be deposited to the Interest and Sinking Fund.

(b) Proceeds of the Bonds in the amount specified in the Pricing Certificate along
with any amounts transferred by the City from the interest and sinking funds for the Refunded
Bonds, as specified in the Pricing Certificate, shall be applied to establish an Escrow Fund to
refund the Refunded Bonds, and, to the extent not otherwise provided for, to pay all expenses
arising in connection with the establishment of such escrow fund and the refunding of the
Refunded Bonds.

(c) The remaining balance received on the Closing Date, in the amount as set forth in
the Pricing Certificate, including premium, if any, as set forth in the Pricing Certificate, shall be
deposited to the Construction Fund, and shall be used for the purposes described in Section
3.01(i) and to pay the cost of issuing the Bonds (including premium, if any, and as may be set
forth in the Pricing Certificate).

ARTICLE VIII

INVESTMENTS

Section 8.01. Investments.

(a) Money in the Interest and Sinking Fund created by this Ordinance, at the City’s
option, may be invested in such securities or obligations as permitted under applicable law.

(b) Any securities or obligations in which money is 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.

29
US 631385v.3
Section 8.02. Investment Income.

(a) Interest and income derived from investment of the Interest and Sinking Fund
shall be credited to such Fund.

(b) Interest and income derived from the investment of the funds deposited pursuant
to Section 7.03(b) hereof shall be credited to the fund or account where deposited until the
construction of the projects for which the Bonds are issued is completed; thereafter, to the extent
such interest and income are present, such interest and income shall be deposited to the Interest
and Sinking Fund.

ARTICLE IX

PARTICULAR REPRESENTATIONS AND COVENANTS

Section 9.01. 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
Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Bonds as
will accrue or mature on the applicable Interest Payment Date or date of prior redemption.

Section 9.02. 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 will promptly
pay or cause to be paid the principal of and interest on each Bond on the dates and at the places
and manner prescribed in such Bond; and the City will, at the times and in the manner prescribed
by this Ordinance, deposit or cause to be deposited the amounts of money specified by this
Ordinance.

(b) The City is duly authorized under the laws of the State of Texas to issue the
Bonds; all action on its part for the 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.

Section 9.03. Provisions Concerning Federal Income Tax Exclusion.

The City intends that the interest on the Bonds shall be excludable from gross income for
purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Internal
Revenue Code of 1986, as amended (the “Code”), and the applicable regulations promulgated
thereunder (the “Regulations”). The City covenants and agrees not to take any action, or
knowingly omit to take any action within its control, that if taken or omitted, respectively, would
cause the interest on the Bonds to be includable in the gross income, as defined in section 61 of
the Code, of the holders thereof for purposes of federal income taxation. In particular, the City
covenants and agrees to comply with each requirement of this ARTICLE IX; provided, however,
X

that the City shall not be required to comply with any particular requirement of this ARTICLE
IX if the City has received an opinion of nationally recognized bond counsel (“Counsel’s
X

30
US 631385v.3
Opinion”) that such noncompliance will not adversely affect the exclusion from gross income for
federal income tax purposes of interest on the Bonds or if the City has received a Counsel’s
Opinion to the effect that compliance with some other requirement set forth in this ARTICLE IX
will satisfy the applicable requirements of the Code, in which case compliance with such other
requirement specified in such Counsel’s Opinion shall constitute compliance with the
corresponding requirement specified in this ARTICLE IX. X

Section 9.04. No Private Use or Payment and No Private Loan Financing.

The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered, the proceeds of the Bonds will not be used in a manner that would cause the Bonds to
be “private activity bonds” within the meaning of section 141 of the Code and the Regulations.
The City covenants and agrees that it will make such use of the proceeds of the Bonds, including
interest or other investment income derived from Bond proceeds, regulate the use of property
financed, directly or indirectly, with such proceeds, and take such other and further action as may
be required so that the bonds will not be “private activity bonds” within the meaning of section
141 of the Code and the Regulations.

Section 9.05. No Federal Guaranty.

The City covenants and agrees not to take any action, or knowingly omit to take any
action within its control, that, if taken or omitted, respectively, would cause the Bonds to be
“federally guaranteed” within the meaning of section 149(b) of the Code and the Regulations,
except as permitted by section 149(b)(3) of the Code and the Regulations.

Section 9.06. Bonds are not Hedge Bonds.

The City covenants and agrees not to take any action, or knowingly omit to take any
action, and has not knowingly omitted and will not knowingly omit to take any action, within its
control, that, if taken or omitted, respectively, would cause the Bonds to be “hedge bonds”
within the meaning of section 149(g) of the Code and the Regulations.

Section 9.07. No-Arbitrage Covenant.

The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered, the City will reasonably expect that the proceeds of the Bonds will not be used in a
manner that would cause the Bonds to be “arbitrage bonds” within the meaning of section 148(a)
of the Code and the Regulations. Moreover, the City covenants and agrees that it will make such
use of the proceeds of the Bonds including interest or other investment income derived from
Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further
action as may be required so that the Bonds will not be “arbitrage bonds” within the meaning of
section 148(a) of the Code and the Regulations.

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US 631385v.3
Section 9.08. Arbitrage Rebate.

If the City does not qualify for an exception to the requirements of Section 148(f) of the
Code, the City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the “gross proceeds” of the Bonds (within the meaning
of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the City
will a. maintain records regarding the investment of the gross proceeds of the Bonds as may be
required to calculate the amount earned on the investment of the gross proceeds of the Bonds
separately from records of amounts on deposit in the funds and accounts of the City allocable to
other bond issue of the City or moneys which do not represent gross proceeds of any bonds of
the City, b. calculate at such times as are required by the Regulations, the amount earned from
the investment of the gross proceeds of the Bonds which is required to be rebated to the federal
government, and c. pay, not less often than every fifth anniversary date of the delivery of the
Bonds or on such other dates as may be permitted under the Regulations, all amounts required to
be rebated to the federal government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the foregoing requirements to any
person other than the federal government by entering into any investment arrangement with
respect to the gross proceeds of the Bonds that might result in a reduction in the amount required
to be paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm’s length and had the
yield on the issue not been relevant to either party.

Section 9.09. Information Reporting.

The City covenants and agrees to file or cause to be filed with the Secretary of the
Treasury, not later than the 15th day of the second calendar month after the close of the calendar
quarter in which the Bonds are issued, an information statement concerning the Bonds, all under
and in accordance with section 149(e) of the Code and the Regulations.

Section 9.10. Continuing Obligation.

Notwithstanding any other provision of this Ordinance, the City’s obligations under the
covenants and provisions of this Article IX shall survive the defeasance and discharge of the
Bonds.

ARTICLE X

DEFAULT AND REMEDIES

Section 10.01. 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

32
US 631385v.3
(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 sixty (60)
days after notice of such default is given by any Owner to the City.

Section 10.02. Remedies for Default.

Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Owners hereunder or any combination of
such remedies.

It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Owners of Bonds then outstanding.

Section 10.03. 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 XI

DISCHARGE

Section 11.01. Discharge.

The Bonds may be defeased, discharged or refunded in any manner permitted by


applicable law.

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US 631385v.3
ARTICLE XII

CONTINUING DISCLOSURE UNDERTAKING

Section 12.01. Annual Reports.

(a) The City shall provide annually to the MSRB, within six (6) months after the end
of each fiscal year, financial information and operating data with respect to the City of the
general type included in the final Official Statement, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit A hereto, (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during
which they must be provided, and (iii) submitted through EMMA, in an electronic format with
accompanying identification, as prescribed by the MSRB. If the audit of such financial
statements is not complete within such period, then the City shall provide notice that audited
financial statements are not available and shall provide unaudited financial statements for the
applicable fiscal year to the MSRB. The City shall provide audited financial statements for the
applicable fiscal year to the MSRB, when and if audited financial statements become available.

(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.

(c) The financial information and operating data to be provided pursuant to this
Section may be set forth in full in one or more documents or may be included by specific
referenced to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to the MSRB or filed with the
SEC.

Section 12.02. Notice of Material Events.

(a) The City shall notify the MSRB, in a timely manner not in excess of ten (10)
Business Days after the occurrence of the event, of any of the following events with respect to
the Bonds:

(i) Principal and interest payment delinquencies;

(ii) Non-payment related defaults, if material;

(iii) Unscheduled draws on debt service reserves reflecting financial


difficulties;

(iv) Unscheduled draws on credit enhancements reflecting financial


difficulties;

(v) Substitution of credit or liquidity providers, or their failure to perform;

34
US 631385v.3
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;

(vii) Modifications to rights of holders of the Bonds, if material;

(viii) Bond calls, if material, and tender offers;

(ix) Defeasances;

(x) Release, substitution, or sale of property securing repayment of the Bonds,


if material;

(xi) Rating changes;

(xii) Bankruptcy, insolvency, receivership or similar event of the City; 9

(xiii) The consummation of a merger, consolidation, or acquisition involving the


City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and

(xiv) Appointment of a successor Paying Agent/Registrar or change in the name


of the Paying Agent/Registrar, if material.

Section 12.03. Limitations, Disclaimers and Amendments.

(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an “obligated person” with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any Bond calls and any defeasances that cause the City to be no longer an “obligated
person.”

(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it

9
For the purposes of the event identified in (xii), the event is considered to occur when any of the following occur:
the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction
has been assumed by leaving the existing governing body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the obligated person.

35
US 631385v.3
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City’s
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.

UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER


OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.

(c) No default by the City in observing or performing its obligations under this
Article shall constitute a breach of or default under the Ordinance for purposes of any other
provisions of this Ordinance.

(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.

(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (i) the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or
individual person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall
include with any amended financial information or operating data next provided in accordance
with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of
the impact of any change in type of financial information or operating data so provided.

Section 12.04. Amendment to Article XII in Certain Events.

If the Bond Purchase Contract is entered into on or after December 1, 2010, the Pricing
Committee is authorized to amend this Article XII prior to the Closing Date in any manner
necessary in order to comply with the Rule as in effect on or after December 1, 2010. Any such
amendments shall be included in the Pricing Certificate.

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US 631385v.3
ARTICLE XIII

PAYMENT OF REFUNDED BONDS; REDEMPTION OF REFUNDED BONDS;


APPROVAL OF ESCROW AGREEMENT; PURCHASE OF FEDERAL SECURITIES

Section 13.01. Payment of Paying Agency.

Prior to the Closing Date, the City shall ascertain from the paying agents for the
Refunded Bonds the amount of all future fees and expenses for its paying agency services with
respect to the Refunded Bonds. Concurrently with the sale and delivery of the Bonds, the City
shall cause an amount sufficient to pay such future fees and expenses to be paid to each such
paying agent.

Section 13.02. Escrow Agreement.

The discharge and defeasance of the Refunded Bonds shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement (the “Escrow Agreement”) to be entered into by
and between the City and the Escrow Agent, the terms and provisions of which, as completed
and delivered by the Pricing Committee pursuant to the Pricing Certificate, are hereby approved,
subject to such insertions, additions and modifications as shall be necessary (a) to carry out the
program designed for the City and which shall be certified as to mathematical accuracy and
sufficiency, (b) to minimize the City’s costs of refunding, (c) to comply with all applicable laws
and regulations relating to the refunding of the Refunded Bonds, (d) to carry out the other intents
and purposes of this Order and (e) to comply with the terms set forth in the Pricing Certificate,
any member of the Pricing committee, acting singly, is hereby authorized to execute and deliver
such Escrow Agreement on behalf of the City in multiple counterparts and the Secretary of the
City is hereby authorized to attest thereto and affix the City’s seal.

Section 13.03. 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 the Pricing Certificate. Following the deposit to the Escrow Fund as
herein specified, the Refunded Bonds shall be payable solely from and secured by the cash and
securities on deposit in the Escrow Fund and shall cease to be payable from ad valorem taxes.

Section 13.04. Purchase of Escrowed Securities.

To assure the purchase of the Escrowed Securities to be identified in the Escrow


Agreement, the Chief Financial Officer is hereby authorized to subscribe for, agree to purchase,
and purchase obligations of the United States of America, in such amounts and maturities and
bearing interest at such rates as may be provided for in the Escrow Agreement, and to execute
any and all subscriptions, purchase agreements, commitments, letters of authorization and other
documents necessary to effectuate the foregoing, and any actions heretofore taken for such
purpose are hereby ratified and approved.

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US 631385v.3
Section 13.05. 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. Each 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 ordinance pursuant to which the Refunded Bonds were issued.

ARTICLE XIV

AMENDMENTS

Section 14.01. Amendments.

This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Bond remains outstanding except as
permitted in this Section. The City may, without consent of or notice to any Owners, 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 formal defect or omission
herein. In addition, the City may, with the written consent of the Owners of the Bonds holding a
majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Owners of
outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times
of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the
redemption price, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over
any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by
Owners for consent to any such amendment, addition, or rescission.

38
US 631385v.3
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the ___
day of February, 2011, by a vote of ___ ayes and ____ nays at a regular meeting of the City
Council of the City of Irving, Texas.

By: ______________________________
HERBERT GEARS, Mayor

ATTEST:

____________________________________
SHANAE JENNINGS, City Secretary

APPROVED AS TO FORM:

By: ______________________________
CHARLES ANDERSON,
City Attorney

Signature Page for Bond Ordinance


General Obligation Refunding and Improvement Bonds, Series 2011
EXHIBIT A

DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION

The following information is referred to in Article XII of this Ordinance.

Annual Financial Statements and Operating Data


The financial information and operating data with respect to the City to be provided
annually in accordance with such Article are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:

1. The audited financial statements of the City for the most recently concluded fiscal
year.

2. Statistical and financial data set forth in Tables 1 through 6 and 8 through 15 in
the Official Statement.

Accounting Principles
The accounting principles referred to in such Article are the accounting principles
described in the notes to the financial statements set forth in Appendix B to the Official
Statement.

US 631385v.3
SCHEDULE I

General Obligation Bonds Bonds, Series 2001

Maturities
Original Original to be
Dated Date Principal Amount Refunded

03/15/2001 $30,000,000 08/15/2011


08/15/2012

The 2011 maturity may be redeemed prior to original maturity as set forth in the Pricing
Certificate.

General Obligation Bonds Bonds, Series 2002

Maturities
Original Original to be
Dated Date Principal Amount Refunded

04/01/2002 $15,500,000 08/15/2011


08/15/2012
08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020
08/15/2021
08/15/2022

The 2011 - 2022 maturities may be redeemed prior to original maturity as set forth in the Pricing
Certificate.

S-1
US 631385v.3
General Obligation Bonds, Series 2003

Maturities
Original Original to be
Dated Date Principal Amount Refunded

06/15/2003 $10,000,000 08/15/2011


08/15/2012
08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020
08/15/2021
08/15/2022
08/15/2023

The 2012 – 2023 maturities may be redeemed prior to original maturity as set forth in the Pricing
Certificate.

General Obligation Refunding and Improvement Bonds, Series 2004

Maturities
The 2011 – Original Original to be 2020
maturities Dated Date Principal Amount Refunded may be
redeemed prior to
original 03/01/2004 $31,595,000 08/15/2011 maturity as
set forth in 08/15/2012 the Pricing
Certificate. 08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020

S-2
US 631385v.3
General Obligation Bonds, Series 2005

Maturities
The 2012 – Original Original to be 2019
maturities Dated Date Principal Amount Refunded may be
redeemed prior to
original 05/15/2005 $15,000,000 08/15/2012 maturity as
set forth in 08/15/2013 the Pricing
Certificate. 08/15/2014
08/15/2015
General 08/15/2016 Obligation
Refunding 08/15/2017 and
08/15/2018
08/15/2019

Improvement Bonds, Series 2005A

Maturities
The 2011 – Original Original to be 2020
maturities Dated Date Principal Amount Refunded may be
redeemed prior to
original 1/01/2005 $52,610,000 08/15/2011 maturity as
set forth in 08/15/2012 the Pricing
Certificate. 08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020

S-3
US 631385v.3
General Obligation Bonds, Series 2008

Maturities
The 2011 – Original Original to be 2019
maturities Dated Date Principal Amount Refunded may be
redeemed prior to
original 04/15/2008 $32,725,000 08/15/2011 maturity as
set forth in 08/15/2012 the Pricing
Certificate. 08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019

Combination Tax and Revenue Certificates of Obligation, Series 2001

Maturities
Original Original to be
Dated Date Principal Amount Refunded

10/01/2001 $13,000,000 08/15/2011


08/15/2012
08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020
08/15/2021

The 2011 – 2021 maturities may be redeemed prior to original maturity as set forth in the Pricing
Certificate.

S-4
US 631385v.3
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. The securities referenced herein may not be sold nor may offers to buy be accepted prior to the
time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of

PRELIMINARY OFFICIAL STATEMENT


Dated December __, 2010 Ratings:
Moody’s: APPLIED FOR
S&P: APPLIED FOR
NEW ISSUE - Book-Entry-Only See ("Other Information – Ratings” herein)

In the opinion of Bond Counsel, under existing law, interest on the Bonds is excludable from gross income for federal income tax
purposes, subject to the matters described under "TAX MATTERS" herein, and is not a specific preference item or included in a
corporation’s adjusted current earnings for purposes of the alternative minimum tax. See "TAX MATTERS" herein for a discussion of
the opinion of Bond Counsel.
these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT BONDS"


FOR FINANCIAL INSTITUTIONS

$30,375,000*
CITY OF IRVING, TEXAS
(Dallas County)
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2010A

Dated Date: December 15, 2010 Due: September 15, as shown on Page 2

PAYMENT TERMS . . . Interest on the $30,375,000* City of Irving, Texas, General Obligation Refunding and Improvement Bonds, Series
2010A (the "Bonds") will accrue from December 15, 2010 (the "Dated Date"), will be payable March 15 and September 15 of each year
commencing March 15, 2012, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive
Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to
the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or
integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and
interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid
to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "THE BONDS - Book-Entry-
Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, National Association,
Dallas, Texas (see "THE BONDS - Paying Agent/Registrar").

AUTHORITY FOR ISSUANCE . . . The Bonds being issued to fund the costs of permanent public improvements were authorized at
elections held on February 6, 1999 and November 7, 2006 and are direct and voted Bonds of the City of Irving, Texas (the "City"). The
Bonds are issued pursuant to the Constitution and general laws of the State of Texas (the "State"), including particularly Chapters 1331,
1207 and 1371, Texas Government Code, as amended, and an ordinance passed by the City Council authorizing the issuance of the
Bonds (the "Ordinance"), delegating the completion of the pricing and sale of the Bonds to certain authorized officials (the "Pricing
Certificate") (the Ordinance and the Pricing Certificate are jointly referred to as the "Ordinance"). The Bonds are direct obligations of
the City, payable from a continuing ad valorem tax levied on all taxable property within the City, within the limits prescribed by law, as
provided in the Ordinance (see "The Bonds - Authority for Issuance").

PURPOSE . . . Proceeds from the sale of the Bonds will be used to provide funds to: (i) refund a portion of the City’s outstanding debt
(the “Refunded Bonds”), as set forth in Schedule I – “Schedule of Refunded Bonds”, for debt service restructuring in which the City
expects a debt service loss, (ii) make certain permanent public improvement including, to wit: (a) street improvements, (b) park
improvements, and (c) library improvements, and (iii) to pay the costs of issuance of the Bonds.

MATURITY SCHEDULE & 9 DIGIT CUSIP


SEE SCHEDULE ON PAGE 2
CUSIP PREFIX: 463777

LEGALITY . . . The Bonds are offered for delivery when, as and if issued and received by the Underwriters and subject to the approving
opinion of the Attorney General of Texas and the opinion of Vinson & Elkins L.L.P., Bond Counsel and Disclosure Counsel, Dallas,
Texas (see Appendix C, "Form of Bond Counsel's Opinion"). Certain legal matters will be passed upon for the Underwriters by their co-
counsel Locke Lord Bissell & Liddell LLP and West & Associates L.L.P., Dallas, Texas.

DELIVERY . . . It is expected that the Bonds will be available for delivery through DTC on January 13, 2010.

ESTRADA HINOJOSA & COMPANY, INC. J.P. MORGAN

*
Preliminary, subject to change.
MATURITY SCHEDULE*
CUSIP Prefix: 463777 (1)

$30,375,000*
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS
SERIES 2010

Maturity Interest CUSIP Maturity Interest CUSIP


(1) (1)
9/15 Amount Rate Yield Suffix 9/15 Amount Rate Yield Suffix
2013 $ 195,000 2023 6,885,000
2014 205,000 2024 330,000
2015 215,000 2025 350,000
2016 225,000 2026 365,000
2017 235,000 2027 385,000
2018 245,000 2028 400,000
2019 260,000 2029 425,000
2020 5,945,000 2030 445,000
2021 6,245,000 2031 465,000
2022 6,555,000

(Interest accrues from the Dated Date)


_______________
(1)
CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by Standard and
Poor's CUSIP Service Bureau, A Division of the McGraw-Hill Companies, Inc. This data is not intended to create a database
and does not serve in any way as a substitute for the CUSIP Services. Neither the City, the Financial Advisor, nor the
Underwriters shall be responsible for the selection or correctiveness of the CUSIP numbers shown herein.

OPTIONAL REDEMPTION . . . The City reserves the right, at its option, to redeem the Bonds having stated maturities
on and after September 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof,
on September 15, 2020, or any date thereafter, at a price of par value thereof plus accrued interest to the date of
redemption (see "THE BONDS - Redemption Provisions for the Bonds”).

*
Preliminary, subject to change.
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, as amended and in
effect on the date hereof, this document constitutes an Official Statement with respect to the Bonds that has been
“deemed final” by the City as of its date except for the omission of no more than the information permitted by Rule
15c2-12.

This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to
sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer,
solicitation or sale.

No dealer, broker, salesperson or other person has been authorized to give information or to make any
representation other than those contained in this Official Statement, and, if given or made, such other information
or representations must not be relied upon.

The information set forth herein has been obtained from the City and other sources believed to be reliable, but such
information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or
guarantee of the City or the Financial Advisor. This Official Statement contains, in part, estimates and matters of
opinion which are not intended as statements of fact, and no representation is made as to the correctness of such
estimates and opinions, or that they will be realized.

The information and expressions of opinion contained herein are subject to change without notice, and neither the
delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the City or other matters described herein since the date
hereof. See “Continuing Disclosure of Information” for a description of the City’s undertaking to provide certain
information on a continuing basis.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACT. THE REGISTRATION OF
QUALIFICATION OF THE BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES
LAW OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE
EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED
AS A RECOMMENDATION THEREOF.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT


TRANSACTIONS WHICH STABILIZE THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEL MARKET. SUCH STABILIZATION, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters
have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriters do not guarantee the accuracy or completeness of such information.

THIS OFFICIAL STATEMENT CONTAINS “FORWARD-LOOKING” STATEMENTS WITHIN THE


MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH
STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO
BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-
LOOKING STATEMENTS.

Neither the City nor its financial advisor make any representation or warranty with respect to the information
contained in this Official Statement regarding the Depository Trust Company (“DTC”) or its book-entry-only
system herein, as such information has been provided by DTC.

3
TABLE OF CONTENTS

OFFICIAL STATEMENT SUMMARY ............... 5  TAX MATTERS .................................................... 42 


ADDITIONAL FEDERAL INCOME TAX
CITY OFFICIALS, STAFF AND
CONSIDERATIONS .................................... 42 
CONSULTANTS............................................. 7 
ELECTED OFFICIALS .......................................... 7  CONTINUING DISCLOSURE OF
SELECTED ADMINISTRATIVE STAFF ................... 7  INFORMATION ........................................... 44 
CONSULTANTS, ADVISORS AND INDEPENDENT
OTHER INFORMATION .................................... 45 
AUDITORS ................................................. 7 
RATINGS .......................................................... 45 
INTRODUCTION ................................................... 8  LITIGATION ...................................................... 45 
REGISTRATION AND QUALIFICATION OF
PLAN OF FINANCING.......................................... 8 
BONDS FOR SALE .................................... 45 
THE BONDS .......................................................... 10  LEGAL INVESTMENTS AND ELIGIBILITY TO
SECURE PUBLIC FUNDS IN TEXAS ........... 46 
TAX INFORMATION .......................................... 16 
LEGAL MATTERS ............................................. 46 
TABLE 1 - VALUATION, EXEMPTIONS AND
FINANCIAL ADVISOR ....................................... 46 
GENERAL OBLIGATION DEBT .................. 21 
VERIFICATION OF ARITHMETICAL AND
TABLE 2 - TAXABLE ASSESSED VALUATIONS
MATHEMATICAL COMPUTATIONS ........... 47 
BY CATEGORY ........................................ 22 
UNDERWRITING ............................................... 47 
TABLE 3 - VALUATION AND GENERAL
FORWARD-LOOKING STATEMENTS
OBLIGATION DEBT HISTORY ................... 23 
DISCLAIMER ........................................... 47 
TABLE 4 - TAX RATE, LEVY AND COLLECTION
HISTORY ................................................. 23  MISCELLANEOUS .............................................. 48 
TABLE 5 - TWENTY LARGEST TAXPAYERS ....... 24 
TABLE 6 - TAX ADEQUACY .............................. 25  SCHEDULE OF REFUNDED
TABLE 7 - ESTIMATED OVERLAPPING DEBT..... 25  BONDS ....................................... SCHEDULE I
DEBT INFORMATION ....................................... 26 
APPENDICES
TABLE 8 – PRO-FORMA GENERAL OBLIGATION
DEBT SERVICE REQUIREMENTS ............... 26 
GENERAL INFORMATION REGARDING THE
TABLE 9 - INTEREST AND SINKING FUND
CITY ........................................................... A
BUDGET PROJECTION .............................. 26 
EXCERPTS FROM THE ANNUAL FINANCIAL
TABLE 10 - AUTHORIZED BUT UNISSUED
REPORT ...................................................... B
GENERAL OBLIGATION BONDS................ 27 
FORM OF BOND COUNSEL'S OPINIONS ............. C
TABLE 11 – OTHER BONDS. ............................. 27 
FINANCIAL INFORMATION ............................ 32  The cover page hereof, this page, the appendices
TABLE 12 – GENERAL FUND REVENUES AND included herein and any addenda, supplement or
EXPENDITURE HISTORY .......................... 32  amendment hereto, are part of the Official Statement.
TABLE 12A - CHANGE IN NET ASSETS
HISTORY. ................................................ 33
TABLE 13 - MUNICIPAL SALES TAX HISTORY .. 34 
TABLE 14 – HOTEL OCCUPANCY TAX
HISTORY ................................................. 37 
FINANCIAL POLICIES ........................................ 38 
INVESTMENTS .................................................. 39 
TABLE 15 - CURRENT INVESTMENTS ................ 41 

4
OFFICIAL STATEMENT SUMMARY

This summary is subject in all respects to the more complete information and definitions contained or incorporated
in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire
Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use
it without the entire Official Statement.

THE CITY ............................... The City of Irving is a political subdivision and municipal corporation of the State,
located in Dallas County, Texas. The City covers approximately 69.3 square miles
(see "INTRODUCTION - Description of the City").

THE BONDS............................ The $30,375,000* Bonds will mature on September 15 in each of the years set forth
on page (2) herein. The Bonds may be issued as Serial Bonds or as Term Bonds,
subject to pricing by the Underwriters. (see “THE BONDS” – Description of the
Bonds”

PAYMENT OF INTEREST ........ Interest on the Bonds is payable March 15, 2012, and each March 15 and September
15 thereafter until maturity or prior redemption (see "THE BONDS - Description of
the Bonds," "THE BONDS – Redemption of the Bonds").

AUTHORITY FOR ISSUANCE .. The Bonds are issued pursuant to the general laws of the State, including particularly
Chapter 1331, 1207 and 1371, Texas Government Code, as amended; elections held
on February 6, 1999 and November 7, 2006 and an ordinance passed by the City
Council of the City (the “Ordinance”). (see "THE OBLIGATIONS - Authority for
Issuance").
SECURITY FOR THE
BONDS ................................... The Bonds constitute direct obligations of the City, payable from the levy and
collection of a direct and continuing ad valorem tax levied, within the limits
prescribed by law, on all taxable property located within the City (see "THE
BONDS - Security and Source of Payment").
NOT QUALIFIED TAX-
EXEMPT BONDS ..................... The City will not designate the Bonds as "Qualified Tax-Exempt Bonds" for
financial institutions.

OPTIONAL REDEMPTION The City reserves the right, at its option, to redeem the Bonds having stated
maturities on and after September 15, 2021, in whole or in part in principal amounts
of $5,000 or any integral multiple thereof, on September 15, 2020, or any date
thereafter, at a price of par value thereof plus accrued interest to the date of
redemption (see "THE BONDS- Redemption of the Bonds").

TAX EXEMPTION In the opinion of Bond Counsel, under existing law, the interest on the Bonds will be
excludable from gross income for federal income tax purposes, subject to the matters
described in “TAX MATTERS” below and is not a specific preference item or
included in a corporation’s adjusted current earnings for purposes of the alternative
minimum tax. See "TAX MATTERS" for a discussion of the opinion of Bond
Counsel.

USE OF PROCEEDS ................... Proceeds of the Bonds will be used to provide funds to: (i) refund a portion of the
City's outstanding debt (the "Refunded Bonds"), as set forth in Schedule I – "Schedule
of Refunded Bonds", for debt service restructuring in which the City expects a debt
service loss, (ii) make certain permanent public improvements including, to wit: (a)
street improvements, (b) park improvements and (c) library improvements, and (iii) to
pay the costs of issuance of the Bonds.

*
Preliminary, subject to change.
5
CITY OFFICIALS, STAFF AND CONSULTANTS

ELECTED OFFICIALS

City Council Length Term Occupation


Herbert A. Gears 5 years 2011 CFO - CMW Financial, Inc.
Mayor

Michael Gallaway 6 months 2013 Senior Inventory Planner


Councilmember - Place 1

Roy Santoscoy 6 months 2013 Business Owner


Councilmember - Place 2

Allan Meager 6 years 2011 Manager - Parcel Service Company


Councilmember - Place 3

Lewis Patrick 14 years 2012 Retired - City of Irving


Councilmember - Place 4

Rose Cannaday 3 years 2011 Owner - Mediation Services Company


Mayor Pro Tem
Councilmember - Place 5

Rick Stopfer 12 years 2012 Retired - Automotive Retail Consultant


Deputy Mayor Pro Tem
Councilmember - Place 6

Gerald Farris 6 months 2013 Regulatory Manager


Councilmember - Place 7

Joe Philipp 14 years 2012 Business Management Consultant


Councilmember - Place 8

SELECTED ADMINISTRATIVE STAFF


Length of Total
Service to Governmental
Name Position City Service
Tomas Gonzalez City M anager 5 Years 23 Years
Paul Gooch Community Services Team Director 16 Years 33 Years
Charles Anderson City Attorney 30 Years 34 Years
Shanae Jennings City Secretary 8 months 6 Years
Ramiro Lopez Intergovernmental Services Team Director 3 Years 35 Years
M ax Duplant Chief Financial Officer 3 Years 18 Years
Teresa Adrian M anagement Operations Team Director 12 Years 12 Years

CONSULTANTS, ADVISORS AND INDEPENDENT AUDITORS

Independent Auditors .................................................................................................................... Grant Thornton LLP


Dallas, Texas

Bond Counsel ............................................................................................................................ Vinson & Elkins L.L.P.


Dallas, Texas

Financial Advisor .................................................................................................................. First Southwest Company


Dallas, Texas
7
OFFICIAL STATEMENT

RELATING TO

$30,375,000*
CITY OF IRVING, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2010A

INTRODUCTION

This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance
of $30,375,000* City of Irving, Texas, General Obligation Refunding and Improvement Bonds, Series 2010A (the
“Bonds”). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the
Ordinance adopted on November 10, 2010 and the Pricing Certificate authorized therein, except as otherwise
indicated herein.

All financial and other information presented in this Official Statement has been provided by the City from its
records, except for information expressly attributed to other sources. The presentation of information, including
tables of receipts from taxes and other sources, is intended to show recent historic information and is not intended to
indicate future or continuing trends in the financial position or other affairs of the City. No representation is made
that past experience, as is shown by that financial and other information, will necessarily continue or be repeated in
the future (see “OTHER INFORMATION – Forward-Looking Statements Disclaimer”).

There follows in this Official Statement descriptions of the Bonds and certain information regarding the City and its
finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by
reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor,
First Southwest Company, Dallas, Texas.

DESCRIPTION OF THE CITY . . . The City is a political subdivision and municipal corporation of the State, duly
organized and existing under the laws of the State, including the City's Home Rule Charter. The City was
incorporated in 1914, and first adopted its Home Rule Charter in 1952. The City operates under a Council/Manager
form of government with a City Council comprised of the Mayor and Eight Councilmembers. The term of office is
three years. The City Manager is the chief executive officer for the City. Some of the services that the City
provides are: public safety (police and fire protection), highways and streets, water and sanitary sewer utilities,
health and social services, culture-recreation, public transportation, public improvements, planning and zoning, and
general administrative services. The 2000 Census population for the City was 191,615, while the 2011 population
is estimated to be 213,700. The City covers approximately 69.3 square miles.

PLAN OF FINANCING

THE BONDS . . . The Bonds are being issued for the purpose of: (i) refunding a portion of the City's outstanding debt
obligations for debt service restructuring in which the City expects a debt service loss, (ii) make certain permanent
public improvements including, to wit: (a) street improvements, (b) park improvements and (c) library improvements,
and (iii) to pay the costs of issuance of the Bonds. See Schedule I for a detailed listing of the Refunded Bonds and their
respective call dates at par.

REFUNDED BONDS . . . The principal and interest due on the Refunded Bonds are to be paid on the scheduled interest
payment dates and the respective redemption dates of such Refunded Bonds, from funds to be deposited pursuant to a
certain Escrow Agreement (the "Escrow Agreement") between the City and The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas (the "Escrow Agent"). The Ordinance provides that from the proceeds
of the sale of the Bonds received from the Underwriters, the City will deposit with the Escrow Agent the amount
necessary to accomplish the discharge and final payment of the Refunded Bonds on their respective redemption dates.
Such funds will be held by the Escrow Agent in a special escrow account (the "Escrow Fund") and used to purchase
direct obligations of the United States of America (the "Federal Securities"). Under the Escrow Agreement, the Escrow
Fund is irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds.
*
Preliminary, subject to change.
8
Grant Thornton, LLP, a nationally recognized accounting firm, will verify at the time of delivery of the Bonds to the
Underwriters thereof the mathematical accuracy of the schedules that demonstrate the Federal Securities will mature
and pay interest in such amounts which, together with uninvested funds, if any, in the Escrow Fund, will be sufficient to
pay, when due, the principal of and interest on the Refunded Bonds. Such maturing principal of and interest on the
Federal Securities will not be available to pay the Bonds (see "Other Information - Verification of Arithmetical and
Mathematical Computations").

By the deposit of the Federal Securities and cash, if necessary, with the Escrow Agent pursuant to the Escrow
Agreement, the City will have effected the defeasance of all of the Refunded Bonds in accordance with the law. It is
the opinion of Bond Counsel that as a result of such defeasance and in reliance upon the report of
Grant Thornton, LLP, the Refunded Bonds will be outstanding only for the purpose of receiving payments from the
Federal Securities and any cash held for such purpose by the Escrow Agent and such Refunded Bonds will not be
deemed as being outstanding obligations of the City payable from taxes nor for the purpose of applying any limitation
on the issuance of debt.

The City has covenanted in the Escrow Agreement to make timely deposits to the Escrow Fund, from lawfully available
funds, of any additional amounts required to pay the principal of and interest on the Refunded Bonds, if for any reason,
the cash balances on deposit or scheduled to be on deposit in the Escrow Fund be insufficient to make such payment.

SOURCES AND USES OF FUNDS . . . The proceeds from the sale of the Bonds will originate and be applied
approximately as follows:

S ources of Funds

Par Amount of Bonds


Net Reoffering Premium
Accrued Interest
Total S ources $ -

Uses of Funds

Underwriters' Discount
Cost of Issuance
Deposit to Debt Service Fund
Deposit to Escrow Fund
Deposit to Construction Fund
Total Uses $ -

9
THE BONDS

DESCRIPTION OF THE BONDS . . . The Bonds are dated December 15, 2010 and mature on September 15 in each of
the years and in the amounts shown on page 2. Interest will be computed on the basis of a 360-day year of twelve
30-day months and will be payable on March 15 and September 15, commencing March 15, 2011 until maturity or
prior redemption.

The Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and
will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company
("DTC") pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be
made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the
Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating
members of DTC for subsequent payment to the beneficial owners of the Bonds. See "Book-Entry-Only System"
herein.

AUTHORITY FOR ISSUANCE . . . The Bonds are being issued pursuant to the Constitution and general laws of the
State of Texas, particularly Chapters 1331, 1207, and 1371, Texas Government Code, as amended; elections held on
February 6, 1999 and November 7, 2006, and passed by a majority of the participating voters; and the Ordinance.

SECURITY AND SOURCE OF PAYMENT . . . The Bonds are direct obligations of the City payable from a direct and
continuing ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City as
provided in the Ordinance.

TAX RATE LIMITATION . . . All taxable property within the City is subject to the assessment, levy and collection by
the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and
interest on all ad valorem tax debt within the limits prescribed by law. Article XI, Section 5, of the Texas
Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable
Assessed Valuation for all City purposes. The Home Rule Charter of the City limits its tax rate to $1.50 per $100
Assessed Valuation for all City purposes. Administratively, the Attorney General of the State of Texas will permit
allocation of $1.50 of the $2.50 maximum tax rate for all General Obligation debt service, as calculated at the time
of issuance.

Optional Redemption of the Bonds . . . The City reserves the right, at its option, to redeem the Bonds having stated
maturities on and after September 15, 2021, in whole or in part in principal amounts of $5,000 or any integral
multiple thereof, on September 15, 2020, or any date thereafter, at a price of par value thereof plus accrued interest
to the date of redemption. If less than all of the Bonds are to be redeemed, the City may select the maturities of the
Bonds to be redeemed. If less than all the Bonds of any maturity are to be redeemed, the Paying Agent/Registrar (or
DTC while the Bonds are in Book-Entry-Only form) shall determine by lot the Bonds, or portions thereof, within
such maturity to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been called for
redemption and notice of such redemption shall have been given, such Bonds (or the principal amount thereof to be
redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from
and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon
are held by the Paying Agent/Registrar on the redemption date.

NOTICE OF REDEMPTION . . . Not less than 30 days prior to a redemption date for the Bonds, the City shall
cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners
of the Bonds to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration
books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing
such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY
GIVEN, WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. NOTICE HAVING
BEEN SO GIVEN, THE BONDS CALLED FOR REDEMPTION SHALL BECOME DUE AND PAYABLE ON
THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY BOND OR PORTION
THEREOF HAS NOT BEEN SURRENDERED FOR PAYMENT, INTEREST ON SUCH BOND OR PORTION
THEREOF SHALL CEASE TO ACCRUE.

In the Ordinance, the City reserves the right, in the case of an optional redemption, 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
10
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 failure of the City to make moneys and/or authorized securities
available, in part of in whole, on or before the redemption date shall not constitute an Event of Default.

DEFEASANCE . . . The Ordinance provides that the City may discharge its Bonds to the registered owners of any or
all of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law. Under
current Texas law, such discharge may be accomplished by either (i) depositing with the Comptroller of Public
Accounts of the State of Texas a sum of money equal to the principal of, premium, if any, and all interest to accrue
on the Bonds to maturity or prior redemption or (ii) by depositing with a paying agent, or other authorized escrow
agent, amounts sufficient to provide for the payment and/or redemption of the Bonds; provided that such deposits
may be invested and reinvested in (a) direct, noncallable obligations of the United States of America, including
obligations that are unconditionally guaranteed by the United State of America, (b) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed
or insured by the agency or instrumentality of the United States of America, including Bonds that are
unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent, and (c) noncallable obligations
of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded
and on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of
refunding bonds to refund the obligations, that are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent. The foregoing obligations may be in book-entry-only
form, and shall mature and/or bear interest in such amounts as will be sufficient to provide for the scheduled
payment and/or redemption of the Bonds. If any such Bonds are to be redeemed prior to their respective dates of
maturity, provision must have been made for giving notice of redemption as provided in the Ordinance.

Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid.
Provided, however, the City has reserved the option, to be exercised at the time of the defeasance of the Bonds
subject to redemption, to call for redemption, at an earlier date, those Bonds which have been defeased to their
maturity date, if the City: (i) in the proceedings providing for the firm banking and financial arrangements,
expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the
owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii)
directs that notice of the reservation be included in any redemption notices that it authorizes.

There is no assurance that the current law will not be changed in a manner which would permit investments other
than those described above to be made with amounts deposited to defease the Bonds. Because the Ordinance does
not contractually limit such investments, registered owners may be deemed to have consented to defeasance with
such other investments, notwithstanding the fact that such investments may not be of the same investment quality as
those currently permitted under State law.

BOOK-ENTRY-ONLY SYSTEM . . . This section describes how ownership of the Bonds are to be transferred and how
the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust
Company ("DTC"), New York, New York, while the Bonds are registered in its nominee name. The information in
this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure
documents such as this Official Statement. The City believes the source of such information to be reliable, but takes
no responsibility for the accuracy or completeness thereof.

The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the
Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt
service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other
notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the
manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and

11
Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on
file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The
Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered
certificate will be issued for each maturity of the Bonds in the aggregate principal amount of such issue, and will be
deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non U.S. equity, corporate and
municipal debt issues, and money market instrument from over 100 countries that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial
Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not
receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do
not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,
which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant
events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds
for their benefit has agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be
provided directly to them.

12
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless
authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon
DTC’s receipt of funds and corresponding detail information from City or Paying Agent on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such
Participant and not of DTC (nor its nominee), Paying Agent/Registrar, or City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend
payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of City or Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving
reasonable notice to City or Paying Agent/Registrar. Under such circumstances, in the event that a successor
securities depository is not obtained, Bond certificates are required to be printed and delivered.

Use of Certain Terms in Other Sections of this Official Statement In reading this Official Statement it should
be understood that while the Bonds are in the Book-Entry-Only System, references in other sections of this Official
Statement to registered owners should be read to include the person for which the Participant acquires an interest in
the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii)
except as described above, notices that are to be given to registered owners under the Ordinance will be given only
to DTC.

Information concerning DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed
as to accuracy or completeness by, and is not to be construed as a representation by the City or the Underwriters.

Effect of Termination of Book-Entry-Only System In the event that the Book-Entry-Only System is
discontinued by DTC or the use of the Book-Entry-Only System is discontinued by the City, printed Bonds will be
issued to the holders and the Bonds will be subject to transfer, exchange and registration provisions as set forth in
the Ordinances and summarized under "THE BONDS - Transfer, Exchange and Registration" below.

PAYING AGENT/REGISTRAR . . . The initial Paying Agent/Registrar is The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas. In the Ordinance, the City retains the right to replace the Paying
Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds
are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized
under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the
duties and services of Paying Agent/Registrar for the Bonds. Upon any change in the Paying Agent/Registrar for
the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the
Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.

In the event use of the Book-Entry-Only System should be discontinued, interest on the Bonds shall be paid to the
registered owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the
Record Date (hereinafter defined), and such interest shall be paid (i) by check sent United States Mail, first class
postage prepaid to the address of the registered owner recorded in the registration books of the Paying
Agent/Registrar or (ii) by such other method, acceptable to the Paying Agent/Registrar requested by, and at the risk
and expense of, the registered owner.

13
Principal of the Bonds will be payable to the registered owner at maturity or prior redemption upon presentation at
the designated payment office of the Paying Agent/Registrar. Interest on the Bonds will be payable by check, dated
as of the interest payment date, and mailed by the Paying Agent/Registrar to registered owners as shown on the
records of the Paying Agent/Registrar on the Record Date (see "THE BONDS - Record Date for Interest Payment"
herein), or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. 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 Paying Agent/Registrar
is located are authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
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. So long as Cede & Co. is the registered owner of the Bonds, principal and interest on the Bonds
will be made as described in “THE BONDS - Book-Entry-Only System”.

TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book-Entry-Only System should be discontinued,
the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon
presentation and surrender to the Paying Agent/Registrar and such transfer or exchange shall be without expense or
service charge to the registered owner, except for any tax or other governmental charges required to be paid with
respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form
on the respective Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar.
New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or exchanged, at
the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the
new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds
will be delivered to the registered owner or assignee of the registered owner in not more than three business days
after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly
executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
New Bonds registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any
one maturity and for a like aggregate principal amount as the Bonds surrendered for exchange or transfer. See
"Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and
transferability of the Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the
uncalled balance of a Bond.

REPLACEMENT BONDS . . . If any Bond is mutilated, destroyed, stolen or lost, a new Bond in the same principal
amount as the Bond so mutilated, destroyed, stolen or lost will be issued. In the case of a mutilated Bond, such new
Bond will be delivered only upon surrender and cancellation of such mutilated Bond. In the case of any Bond issued
in lieu of an substitution for a Bond which has been destroyed, stolen or lost, such new Bond will be delivered only
(a) upon filing with the City and the Paying Agent/Registrar a certificate to the effect that such Bond has been
destroyed, stolen or lost and proof of the ownership thereof, and (b) upon furnishing the City and the Paying
Agent/Registrar with indemnity satisfactory to them. The person requesting the authentication and delivery of a new
Bond must pay such expenses as the Paying Agent/Registrar may incur in connection therewith.

RECORD DATE FOR INTEREST PAYMENT . . . The record date ("Record Date") for the interest payable on the Bonds
on any interest payment date means the close of business on the last business day of the preceding month.

In the event of a non-payment of interest on the Bonds on a scheduled 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 ("Special Payment Date", which
shall be 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 Holder of a Bond appearing on the
registration 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.

BONDHOLDERS’ REMEDIES . . . The Ordinance establishes specific events of default with respect to the Bonds. If
the City defaults in the payment of the principal interest on the Bonds when due, or the City defaults in the
observance or performance of any of the covenants, conditions, or Bonds of the City, the failure to perform which
materially, adversely affects the rights of the owners, including but not limited to, their prospect or ability to be
14
repaid in accordance with the Bonds, and the continuation thereof for a period of 60 days after notice of such
default is given by any owner to the City, any registered owner is entitled to seek a writ of mandamus from a court
of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, Bonds or
conditions. Such right is in addition to any other rights the registered owners of the Bonds may be provided by the
laws of the State of Texas. Under current Texas law, there is no right to the acceleration of maturity of the Bonds
upon the failure of the City to observe any covenant under the Ordinances. Although a registered owner of Bonds
could presumably obtain a judgment against the City if a default occurred in the payment of principal of or interest
on any such Bonds, such judgment could not be satisfied by execution against any property of the City. Such
registered owner’s only practical remedy, if a default occurs, is a mandamus or mandatory injunction proceeding to
compel the City to levy, assess and collect an annual ad valorem tax sufficient to pay principal of and interest on the
Bond as it becomes due. The enforcement of any such remedy may be difficult and time consuming and a
registered owner could be required to enforce such remedy on a periodic basis.

On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3rd 325 (Tex. 2006)
("Tooke") that a waiver of sovereign immunity must be provided for by statute in "clear and unambiguous"
language. In so ruling, the Court declared that statutory language such as "sue and be sued", in and of itself, did not
constitute a clear and unambiguous waiver of sovereign immunity. Because it is not clear that the Texas Legislature
has effectively waived the City’s immunity from suit for money damages, a Bondholder may not be able to bring
such a suit against the City for breach of the Bonds or the Ordinance. In Tooke, the Court noted the enactment in
2005 of sections 271.151-.160, Texas Local Government Code (the "Local Government Immunity Waiver Act"),
which, according to the Court, waives "immunity from suit for contract claims against most local governmental
entities in certain circumstances." The Local Government Immunity Waiver Act covers cities and relates to
contracts entered into by Cities for providing goods or services to cities. The City is not aware of any Texas court
construing the Local Government Immunity Waiver Act in the context of whether contractual undertakings of local
governments that relate to their borrowing powers are contracts covered by the Act. As noted above, the Ordinance
provides that Bondholders may exercise the remedy of mandamus to enforce the Bonds of the City under the
Ordinance. Neither the remedy of mandamus nor any other type of injunctive relief was at issue in Tooke, and it is
unclear whether Tooke will be construed to have any effect with respect to the exercise of mandamus, as such
remedy has been interpreted by Texas courts. In general, Texas courts have held that a writ of mandamus may be
issued to require public officials to perform ministerial acts that clearly pertain to their duties. Texas courts have
held that a ministerial act is defined as a legal duty that is prescribed and defined with a precision and certainty that
leaves nothing to the exercise of discretion or judgment, though mandamus is not available to enforce purely
contractual duties. However, mandamus may be used to require a public officer to perform legally-imposed
ministerial duties necessary for the performance of a valid contract to which the State or a political subdivision of
the State is a party (including the payment of monies due under a contract). Chapter 1371, Texas Government Code
(“Chapter 1371”), which pertains to the issuance of public securities by issuers such as the City, permits the City to
waive sovereign immunity in the proceedings authorizing its bonds, but in connection with the issuance of the
Bonds, the City has not waived sovereign immunity in the manner provided by Chapter 1371.

The Ordinance does not provide for the appointment of a trustee to represent the interests of the bondholders upon
any failure of the City to perform in accordance with the terms of the Ordinance, or upon any other condition.
Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code
("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically
pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is
not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay
provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by
creditors or Bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail
itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the
Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state
court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering
any proceeding brought before it. The enforcement of a claim for payment of principal or of interest on the Bonds
or the enforcement of other covenants of the City contained in the Bonds would be subject to the applicable
provisions of federal bankruptcy laws and to other laws affecting the rights of creditors of political subdivisions
generally. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Ordinance
and the Bonds are subject to bankruptcy and other laws affecting creditors’ rights or remedies generally.

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TAX INFORMATION

AD VALOREM TAX LAW . . . The appraisal of property within the City is the responsibility of the Dallas Central
Appraisal District (the "Appraisal District"). Excluding agricultural and open-space land, which may be taxed on the
basis of productive capacity, the Appraisal District is required under the Property Tax Code to appraise all property
within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment
ratios. In determining market value of property, different methods of appraisal may be used, including the cost method of
appraisal, the income method of appraisal and market data comparison method of appraisal, and the method considered
most appropriate by the chief appraiser is to be used. State law further limits the appraised value of a residence homestead
for a tax year to an amount not to exceed the lesser of (1) the market value of the property in the most recent tax year in
which it was assessed, or (2) the sum of (a) 10% of the property’s appraised value in the preceding tax year, plus (b) the
property’s appraised value in the preceding tax year plus (c) the market value of all new improvements to the property.
The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board,
consisting of three members appointed by the Board of Directors of the Appraisal District. The Appraisal District is
required to review the value of property within the Appraisal District at least every three years. The City may require
annual review at its own expense, and is entitled to challenge the determination of appraised value of property within
the City by petition filed with the Appraisal Review Board.

Reference is made to the Title 1 of the Texas Tax Code (the “Property Tax Code”), for identification of property subject
to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad
valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes.

Article VIII of the State Constitution ("Article VIII") and State law provide for certain exemptions from property taxes,
the valuation of agricultural and open-space lands at productivity value, and the exemption of certain personal property
from ad valorem taxation.

Under Article VIII, Section 1-b, and State law, the governing body of a political subdivision, at its option, may grant an
exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older
and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such
exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision
or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the
political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of
qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of
the exemption may not be reduced to less than $3,000 of the market value.

The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a
person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of
the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased
spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the
individual’s spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased
spouse died and remains the residence homestead of the surviving spouse.

In addition to any other exemptions provided by the Property Tax Code, the governing body of a political subdivision,
at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum
exemption of $5,000.

In the case of residence homestead exemptions granted under, Article VIII, Section 1-b, ad valorem taxes may continue
to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the
payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created.

State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the
surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption
applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a
maximum of $12,000.

Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open-space land (Section 1-d-1),
including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may

16
elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may
not be qualified under both Section 1-d and 1-d-1.

Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the
governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt
from ad valorem taxation.

Article VIII, Section 1-j, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property
is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing,
processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities
may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990.
Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to
reversal.

Article VIII, Section 1-n of the Texas Constitution provides for the exemption from taxation of "goods-in-transit."
Under Section 11.253 of the Texas Tax Code, "Goods-in-Transit" are exempt from taxation unless a taxing unit opts
out of the exemption. Goods-in-Transit are defined as tangible personal property that: (i) is acquired in or imported into
the state to be forwarded to another location in the state or outside the state; (ii) is detained at a location in the state in
which the owner of the property does not have a direct or indirect ownership interest for assembling, storing,
manufacturing, processing, or fabricating purposes by the person who acquired or imported the property; (iii) is
transported to another location in the state or outside the state not later than 175 days after the date the person acquired
the property in or imported the property into the state; and (iv) does not include oil, natural gas, petroleum products,
aircraft, dealer’s motor vehicle inventory, dealer’s vessel and outboard motor inventory, dealer’s heavy equipment
inventory, or retail manufactured housing inventory. A taxpayer may receive only one of the Freeport exemptions or
the goods-in-transit exemptions for items of personal property.

The City may create tax increment financing zones, under which the tax values on property in the zone are "frozen" at
the value of the property at the time of creation of the zone. Overlapping taxing units levying taxes in the TIF, including
the City, may agree to contribute all of part of future ad valorem taxes levied and collected against the value of property
in the TIF in excess of the “frozen” values to pay or finance the costs of certain public improvements in the TIF. Taxes
levied by the City against the values of real property in a TIF, in excess of the “frozen” value are not available for
general City use but are restricted to paying or financing “project costs” within the TIF.

The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a
property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all
or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement
agreement could last for a period of up to 10 years.

Cities are also authorized, pursuant to Chapter 380, Texas Local Government Code (“Chapter 380”) to establish
programs to promote state or local economic development and to stimulate business and commercial activity in the
City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grant of public
fund for economic development purposes, however, no obligations secured by ad valorem taxes may be issued for such
purposes unless approved by voters of the City.

Under Article VIII and State law, the governing body of a county, municipality or junior college district, may freeze the
total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or
older to the amount of taxes imposed in the year such residence qualified for such exemption. Also, upon receipt of a
petition signed by five percent of the registered voters of the county, municipality or junior college district, an election
must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads
of persons 65 years of age or who are disabled. Upon providing for such exemption, such freeze on ad valorem taxes is
transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on
ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving
spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse
was at least 55 years of age at the time of the death of the individual’s spouse. If improvements (other than repairs or
improvements required to comply with governmental requirements) are made to the property, the value of the
improvements is taxed at the then current tax rate, and the total amount of taxes imposed is increased to reflect the new
improvements with the new amount of taxes then serving as the ceiling on taxes for the following years. Once
established, the tax rate limitation may not be repealed or rescinded. The City can make no representations or
17
predictions concerning the impact such tax limitation would have on the City’s tax rate, financial condition or ability to
make debt service payments

EFFECTIVE TAX RATE AND ROLLBACK TAX RATE . . . The City Council will be required to adopt the annual tax
rate per $100 taxable value for the City before the later of September 30 or the 60th day after the certified appraisal
roll is received by the City. The tax rate consists of two components: (1) a rate for funding of maintenance and
operations expenditures, and (2) a rate for debt service. If the City Council does not adopt a tax rate by such
required date the tax rate for that tax year is the lower of the effective tax rate calculated for that tax year or the tax
rate adopted by the City for the preceding tax year.

Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback
tax rate". The City Council may not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback
tax rate until two public hearings are held on the proposed tax rate following a notice of such public hearing
(including the requirement that notice be posted on the City’s website if the City owns, operates or controls an
internet website and public notice be given by television if the City has free access to a television channel) and the
City Council has otherwise complied with the legal requirements for the adoption of such tax rate. If the adopted tax
rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to
determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate.

"Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable
values (adjusted).

"Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included
in this year's taxable values.

"Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from
this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's
values (unadjusted) divided by the anticipated tax collection rate.

The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters
to authorize an additional one-half cent sales tax on retail sales of taxable items. If the additional tax is levied, the
effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated
by the sales tax in the current year.

Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem
taxes and the calculation of the various defined tax rates.

PROPERTY ASSESSMENT AND TAX PAYMENT . . . Property within the City is generally assessed as of January 1 of
each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas
reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for
the prior year. Taxes become due October 1 of the same year, and become delinquent on February 1 of the
following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four
installments with the first due on February 1 of each year and the final installment due on August 1.

PENALTIES AND INTEREST . . . Charges for penalty and interest on the unpaid balance of delinquent taxes are made
as follows:

Cumulative Cumulative
Month Penalty Interest Total
February 6% 1% 7%
March 7 2 9
April 8 3 11
May 9 4 13
June 10 5 15
July 12 6 18

After July, penalty remains at 12%, and interest increases at the rate of 1% each month or portion of a month the tax
remains unpaid. A delinquent tax continues to accrue interest as long as the tax remains unpaid, regardless of
18
whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to
compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in
July, an attorney's collection fee of up to 20% is added to the total tax penalty and interest charge. Under certain
circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty
of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may
be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for
the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an
automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing
of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and
prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in
either case, an order lifting the stay is obtained from the bankruptcy court. In many cases, post-petition taxes are
paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court.

CITY APPLICATION OF TAX CODE . . . The City grants an exemption to the market value of the residence
homestead of persons 65 years of age or older of $30,000; the disabled are also granted an exemption of $30,000;

The City has granted an additional exemption of 20% of the market value of residence homesteads; minimum
exemption of $5,000.

See Table 1 for a listing of the amounts of the exemptions described above.

Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of
debt.

The City does not tax nonbusiness personal property.

The City does tax freeport property.

The City does not tax goods-in-transit.

The City does not collect the additional one-half cent sales tax for reduction of ad valorem taxes.

The City has not established an ad valorem tax freeze on the residence homestead of persons 65 years of age or
older and the disabled.

TAX ABATEMENT POLICY . . . The City has established a tax abatement program to encourage economic
development. In order to be considered for a tax abatement, a project must meet several criteria pertaining to job
creation and property value enhancement. Generally, projects are eligible for a tax abatement of up to 60% for a
period of 10 years. The City has entered into 57 tax abatement agreements. Currently, 5 projects have satisfied the
requirements of the agreements and are receiving tax abatements, the value of such property subject to abatement is
shown in Table 1.

TAX INCREMENT FINANCING ZONE . . . . Under Texas law, a city may designate an area within its boundaries as a
Tax Increment Reinvestment Zone, and by Ordinance adopted December 22, 1998, the City of Irving, Texas (the
“City”) has so designated 3,390 acres of land generally coterminous with the boundaries of the Dallas County
Utility and Reclamation District (the “District”), including land developed or expected to be developed for
commercial improvements, as Tax Increment Reinvestment Zone Number One, City of Irving (the “TIRZ”). The
District is a conservation, utility and reclamation district operating under Article XVI, Section 59 of the Texas
Constitution with road powers under Article III, Section 52, Texas Constitution. The District currently operates
under Texas Water Code, Chapter 49 and a series of special laws adopted by the Texas Legislature. Pursuant to
legislation passed in the 78th Regular Session of the Texas Legislature in 2003, the District is no longer presented as
a component until of the City in the “Excerpts from the Annual Financial Report” attached hereto as Exhibit B. The
City is not legally obligated for the bonds of the District. For more information on this legislation and its impact on
the City, see “Appendix B – Excerpts from the Annual Financial Report”.

The TIRZ is governed by a board of directors (the “Zone Board”) comprised of five members appointed by the City
Council of the City, and one additional member appointed by each of Irving Independent School District,
Carrollton-Farmers Branch Independent School District, and Dallas Community College District (together with the
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City, the “TIRZ Taxing Units”). Dallas County, Texas, the Dallas County Hospital District and the District do not
participate in the TIRZ. The TIRZ will remain in effect until the earlier of December 31, 2018, an earlier date
designated by the City, or the date on which all proposed project costs have been paid, whichever comes first. In
general, after adoption of a project and financing plan, an amount of property taxes levied by each participating
taxing unit in each future year on the captured taxable value in the TIRZ is deposited to the tax increment fund for
the TIRZ for use on projects within the TIRZ. The captured taxable value is the taxable value of real property for
that year less the tax increment base of the taxing unit. The tax increment base of a taxing unit is the total appraised
value of all real property taxable by the unit and located in a TIRZ in the year in which the TIRZ is designated. The
taxable value for the TIRZ for the fiscal year ended September 30, 2010 was approximately $751,238,305 more
than the taxable value in the TIRZ during the year in which the TIRZ was established.

As of August 31, 1999, the City and the Zone Board approved the final project plan and the final financing plan (the
“Final TIRZ Plans”) for the TIRZ in accordance with applicable law and with the concurrence of and agreements to
participate by the TIRZ Taxing Units. The Final TIRZ Plans call for the investment of most of the TIRZ funds in
new infrastructure within the boundaries of the TIRZ in pursuit of a goal of increasing and encouraging new
development and higher values of taxable property in the TIRZ and, hence, in the District.

[Remainder of this Page Intentionally Left Blank]

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TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT
2010 Taxable M arket Valuation (Fiscal Year 2011) $ 19,656,352,110
as approved by the Dallas Central Appraisal District
Plus: Values in Dispute $ 130,165,605
Less Exemptions:
Capped Loss $ 5,464,791
Homestead 960,002,178
65 Years and Over 213,038,934
Disabled 17,225,556
Disabled Veteran 9,340,692
Tax Exempt 1,480,539,450
Agricultural 59,640,231
Pollution Control 8,899,743
Under $500 Valuation 102,220
Tax Abatement 123,657,697 2,877,911,492
(1)
2010 Net Taxable Assessed Valuation $ 16,908,606,223
(2)
General Obligation Bonded Debt :
General Obligation Bonds and Certificates of
Obligation as of 9/30/10 $ 340,625,000
The Bonds* 30,375,000
Less: Self Supporting Debt
Hotel Occupancy Tax Certificates of Obligation(3) 132,760,000 $ 238,240,000

Interest and Sinking Fund (as of 9/30/10) $ 10,033,304


Net Debt $ 228,206,696
Ratio Net Debt to Net Taxable Assessed Valuation 1.35%

2010 Estimated Population - 213,700


Per Capita Taxable Assessed Valuation - $79,123
Per Capita GO Debt Payable from Ad Valorem Taxes - $1,115
Per Capita Net GO Debt Payable from Ad Valorem Taxes - $1,068

(1) Includes $751,238,305 of captured tax value included as part of the City of Irving, Texas, Tax Increment
Reinvestment Zone No. 1, of which 77.5% of the tax revenues generated for operating and maintenance purposes
have been dedicated for eligible projects within the zone and are therefore not available for general City purposes.
All of the tax revenue generated by the captured tax values for debt service are available to the City (see “Tax
Information – Tax Increment Financing Zone”).

(2) The above statement of indebtedness does not include currently outstanding Waterworks and Sewer System
revenue bonds, as these bonds are payable solely from the net revenues of the Waterworks and Sewer System (the
“System”), as defined in the ordinances authorizing the bonds. Does not include amounts payable under a contract
for City of Irving Participants in Public Improvements, dated April 18, 1996. See "Table 11 - Other Obligations".

(3) The City expects the debt service on the City’s Combination Tax and Hotel Occupancy Tax Revenue
Certificates of Obligation, Series 2001 (the “2001 HOT Certificates”) and the Combination Tax and Hotel
Occupancy Tax Certificates of Obligation, Series 2009 (the "2009 HOT Certificates") to be self-supporting from
the City’s Hotel Occupancy Tax revenues. The transfer of Hotel Occupancy Tax revenues to make such debt
service payments is discretionary (except with respect to the $2,500 limited pledge of Hotel Occupancy Tax
Revenues pledged to the 2001 HOT Certificates). In the event the payments are not made from Hotel Occupancy
Tax Revenues, the City will be required to levy ad valorem taxes in an amount sufficient to pay the debt service on
the HOT Certificates. See “Table 14 - Hotel Occupancy Tax History”, “Hotel Occupancy Tax”, and “Self-
Supporting Debt” for a discussion of the City’s Self-Supporting debt.

*Preliminary, subject to change.

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TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY

Fiscal Year Ended September 30,


2011 2010 2009
% of % of % of
Category Amount Total Amount Total Amount Total
Real, Residential, Single-Family 5,967,529,750 30.36% $ 5,980,887,140 29.33% $ 5,931,447,390 28.40%
Real, Residential, M ulti-Family 1,958,941,830 9.97% 2,146,053,590 10.53% 2,335,570,760 11.18%
Real, Vacant Lots 1,036,905,250 5.28% 1,003,929,600 4.92% 991,012,170 4.75%
Real, Acreage 59,715,810 0.30% 133,322,080 0.65% 117,721,000 0.56%
Real, Farm & Ranch Improvement 391,990 0.00% 2,801,600 0.01% 3,263,010 0.02%
Real, Commercial 6,148,997,100 31.28% 6,634,115,580 32.54% 6,994,168,270 33.49%
Real, Industrial 71,833,220 0.37% 79,802,450 0.39% 81,585,180 0.39%
Real and Tangible, Personal Utilities 371,002,640 1.89% 395,893,030 1.94% 414,064,490 1.98%
Real, Oil, Gas M ineral Reserves 24,111,550 0.12% 29,206,840 0.14% 11,085,780 0.05%
Tangible Personal, Commercial 3,422,293,590 17.41% 3,350,384,900 16.43% 3,360,639,780 16.09%
Tangible Personal, Industrial 537,865,210 2.74% 556,183,970 2.73% 550,884,180 2.64%
Tangible Personal, M obile Homes 10,500,220 0.05% 7,538,320 0.04% 7,709,610 0.04%
Tangible Personal, Other 46,263,950 0.24% 68,651,240 0.34% 82,963,000 0.40%

Total M arket 19,656,352,110 100.00% $ 20,388,770,340 100.00% $ 20,882,114,620 100.00%


Less Exemptions 2,877,911,492 14.64% 2,806,019,394 13.76% 2,675,755,969 12.81%
Adjustments 130,165,605 0.66% 171,393,806 0.84% 245,371,436 1.18%
Total Taxable $ 16,908,606,223 86.02% $ 17,754,144,752 87.08% $ 18,451,730,087 88.36%

Fiscal Year Ended September 30,


2008 2007 2006 (1)
% of % of % of
Category Amount Total Amount Total Amount Total
Real, Residential, Single-Family $ 5,669,831,570 28.70% $ 5,319,532,220 30.43% $ 5,048,182,010 33.59%
Real, Residential, M ulti-Family 2,278,723,840 11.54% 1,988,391,850 11.37% 1,693,545,710 11.27%
Real, Vacant Lots 948,698,290 4.80% 983,243,110 5.62% 447,954,870 2.98%
Real, Acreage 125,302,680 0.63% 128,539,710 0.74% 118,655,170 0.79%
Real, Farm & Ranch Improvement 3,225,700 0.02% 5,883,300 0.03% 5,738,170 0.04%
Real, Commercial 6,794,750,830 34.40% 5,718,436,020 32.71% 4,628,695,810 30.80%
Real, Industrial 74,995,400 0.38% 53,188,630 0.30% 36,410,520 0.24%
Real and Tangible, Personal Utilities 408,944,080 2.07% 390,691,970 2.23% 362,336,200 2.41%
Tangible Personal, Commercial 2,929,064,820 14.83% 2,514,228,560 14.38% 2,323,182,740 15.46%
Tangible Personal, Industrial 434,417,630 2.20% 289,846,380 1.66% 277,700,560 1.85%
Tangible Personal, M obile Homes 7,551,880 0.04% 7,615,010 0.04% 8,222,010 0.05%
Tangible Personal, Other 78,810,900 0.40% 81,125,320 0.46% 76,653,930 0.51%

Total M arket $ 19,754,317,620 100.00% $ 17,480,722,080 100.00% $ 15,027,277,700 100.00%


Less Exemptions 2,582,042,873 13.07% 2,386,153,574 13.65% 1,235,296,618 8.22%
(2) (2)
Adjustment 379,008,658 1.92% 330,420,791 1.89% 241,641,444 1.61%
Total Taxable $ 17,551,283,405 88.85% $ 15,424,989,297 88.24% $ 14,033,622,526 93.39%

(1) Does not include properties totally exempt from taxation.


(2) Values in dispute, not yet certified by the Dallas Central Appraisal District.

NOTE: Valuations shown are certified taxable assessed values reported by the Dallas Central Appraisal District to the State
Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and
the Appraisal District updates records.

22
TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY
Ratio
G.O.
Per Capita General Per Tax Debt
Fiscal Estimated Taxable Taxable Obligation Capita to Taxable
Year City Assessed Assessed (G.O.) G.O. Tax Assessed
Ended Population(1) Valuation(2) Valuation Tax Debt (3) Debt Valuation
2007 205,600 $ 15,424,989,297 $ 75,024 $ 182,040,000 $ 885 1.18%
2008 205,600 17,551,283,405 85,366 203,140,000 988 1.16%
2009 210,150 18,451,730,087 87,803 204,765,000 974 1.11%
2010 212,250 17,754,144,752 83,647 207,865,000 979 1.17%
(4) (4) (4)
2011 213,700 16,908,606,223 79,123 221,785,000 1,038 1.31%

(1)
Source: City of Irving Planning Department
(2)
As reported by the Dallas Central Appraisal District; subject to change during the ensuing year.
(3)
Excludes self-supporting debt. See “Hotel Occupancy Tax”, “Table 14 - “Hotel Occupancy Tax History”, and
“Self Supporting Debt” for a discussion of the City’s self-supporting debt.
(4)
Includes the Bonds. Preliminary, subject to change.

TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY


Interest
Fiscal Taxable and
Year Assessed Tax General Sinking % Current % Total
Ended Valuation Rate Fund Fund Collections Collections
2006 $ 14,033,622,526 $ 0.5479 $ 0.4029 $ 0.1450 98.89 98.89
2007 15,424,989,297 0.5479 0.4204 0.1275 98.57 99.00
2008 17,551,283,405 0.5406 0.4072 0.1334 97.46 97.88
2009 18,451,730,087 0.5406 0.4057 0.1349 99.67 99.76
2010 17,754,144,752 0.5406 0.4057 0.1349 97.89 98.48
(1) (1)
2011 16,908,606,223 0.5761 0.4152 0.1609 1.00 1.00

(1) Payments are due upon the taxpayer's receipt of a tax statement and are delinquent if not paid prior to February 1, 2010.

[Remainder of this Page Intentionally Left Blank]

23
TABLE 5 - TWENTY LARGEST TAXPAYERS

2010/2011 % of Total
Taxable Taxable
Assessed Assessed
Name of Taxpayer Nature of Property Valuation Valuation
Aviall, Inc. Aircraft M anufacturer 720,134,120 4.26%
Oncor Electric Delivery Utility Company 163,145,640 0.96%
Zale Delaware Jewler 154,760,530 0.92%
TIAA Realty, Inc. Investor 128,325,000 0.76%
GTE Realty Corp. Investor 99,652,680 0.59%
Verizon Utility Company 77,038,540 0.46%
SP M illenium Center LP Investor 73,559,000 0.44%
Neiman M arcus Dist. M ail Order Retail 73,273,600 0.43%
Dr. Pepper Co. of Texas Soft Drink Company 70,384,000 0.42%
Piedmont Operating PartnershipInvestor 57,085,000 0.34%
Pratt & Whitney M anufacturer 55,660,220 0.33%
4150 North M acAthur HoldingHoldng Company 53,850,000 0.32%
LPC Northwest PH 1, LP Investor 51,930,000 0.31%
Abbott laboratories M anufacturer 51,050,690 0.30%
TCI 600 Las Colinas, Inc Investor 41,979,000 0.25%
Shores at Las Colinas Investor 41,867,770 0.25%
M atheson Tri Gas Gas Company 41,818,120 0.25%
Frito Lay M anufacturer 41,407,830 0.24%
BAE Systems M anufacturer 39,192,850 0.23%
Fidelity Investments Investor 39,101,920 0.23%

$ 2,075,216,510 12.27%

(1) Pursuant to an agreement between the City and Availl Services, Inc. entered into in accordance
with Chapter 380, Texas Local Government Code, as amended, the City will remit $3,575,021 to
Aviall during the fiscal year ended September 30, 2011 to promote economic development within
the City. The agreement requires the City to remit future amounts to Aviall based on Freeport
elibible inventory as set out in the agreement. The agreement expires on December 31, 2021, unless
renewed by both parties.

(2) Pursuant to an agreement between the City and Zale Delaware entered into in accordance with
Chapter 380, Texas Local Government Code, as amended, the City will remit $720,632 to Zale
during the fiscal year ended September 30, 2011 to promote economic development within the
City. The agreement requires the City to remit future amounts to Zale based on Freeport elibible
inventory as set out in the agreement. The agreement expires on December 31, 2016, unless
renewed by both parties.

(3) Pursuant to an agreement between the City and Neiman M arcus entered into in accordance with
(3) Pursuant to an agreement between the City and Neiman M arcus entered into in accordance with
Chapter 380, Texas Local Government Code, as amended, the City will remit $240,381 to Neiman
M arcus during the fiscal year ended September 30, 2010 to promote economic development within
the City. The agreement requires the City to remit future amounts to Neiman M arcus based on
Freeport eligible inventory as set out in the agreement. The agreement expires on December 31,
2015, unless renewed by both parties.

Source: City of Irving

24
GENERAL OBLIGATION DEBT LIMITATION . . . No general obligation debt limitation is imposed on the City under
current State law or the City's Home Rule Charter (see "Tax Rate Limitation").

TABLE 6 - TAX ADEQUACY

(1)
2011 Principal and Interest Requirements ……………………………………………………………... $ 22,506,911
$0.1609 Tax Rate at 99% Collection Produces ………………………………………………………………$ 26,933,888
_______________
(1) Excludes debt service on the HOT Certificates. See “Table 14 - Hotel Occupancy Tax History”, “Hotel Occupancy Tax”,
and “Self-Supporting Debt” for a discussion of the City’s self-supporting debt. Excludes amounts payable under a contract
for City of Irving Participation in Public Improvements. See "Table 11 - Other Obligations".

TABLE 7 - ESTIMATED OVERLAPPING DEBT

Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by
such entities on properties within the City. Such entities are independent of the City and may incur borrowings to
finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt")
was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory
Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy
or completeness of such information, and no person should rely upon such information as being accurate or
complete. Furthermore, certain of the entities listed may have issued additional bonds since the date hereof, and
such entities may have programs requiring the issuance of substantial amounts of additional bonds, the amount of
which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City.

City's
2009/2010 Total Overlapping Authorized
Taxable 2009/2010 G.O. Tax Estimated G.O. But Unissued
Assessed Tax Debt % Tax Debt Debt As Of
Taxing Jurisdiction Value Rate 9/30/2009 Applicable 9/30/2009 9/30/2009
Carrollton-Farmers Branch ISD $ 11,943,092,368 1.342200 $ 382,655,000 20.17% $ 77,181,514 $ 70,865,000
Coppell ISD 7,531,143,385 1.283400 149,178,638 49.12% 73,276,547 43,900,000
Dallas County 166,098,437,573 0.228100 124,276,552 11.68% 14,515,501 6,200,000
Dallas County CCD 173,374,606,886 0.094900 387,260,000 11.42% 44,225,092 50,000,000
Dallas County
Hospital District 166,251,471,774 0.274000 705,000,000 11.68% 82,344,000 42,000,000
Dallas County Utility
and Reclamation District 2,178,638,492 1.763000 282,217,655 100.00% 282,217,655 291,825,050
Grand Prairie ISD 4,894,663,726 1.465000 464,110,913 1.12% 5,198,042 -
Grapevine-Colleyville ISD 285,801,201 1.290000 279,155,892 0.77% 2,149,500 -
Irving Flood Control
District #1 330,277,289 0.291427 4,239,999 100.00% 4,239,999 5,815,000
Irving Flood Control
District #3 1,423,434,923 0.274000 2,711,761 99.99% 2,711,490 9,700,000
Irving ISD 9,701,074,218 1.425000 509,297,217 97.58% 496,972,224 97,141,156
Dallas County Flood
Control District #1 206,628,963 2.835540 30,720,000 89.40% 27,463,680 32,705,000
Total Net Overlapping Debt 1,112,495,244

(1)
Irving, City of 17,754,144,752 0.540600 204,765,000 100.00% 204,765,000 387,535,000

Total Direct and Overlapping Debt $ 1,317,260,244

(1) Net Debt. Includes the Bonds. Excludes the self-supporting debt. See “Table 14 - Hotel Occupancy Tax History”, “Hotel Occupancy Tax”, and
“Self-Supporting Debt” for a discussion of the City’s self-supporting debt. Preliminary, subject to change.

Source: Municipal Advisory Council of Texas

25
DEBT INFORMATION

TABLE 8 – PRO-FORMA GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS


Fiscal Less Total
Year Outstanding Refunded Total Less: Oustanding
(1)
Ended Debt The Bonds Bonds Outstanding Self-Supporting Net Debt
(1) (2)
9/30 Total Principal Interest Total Debt Service Debt Service Debt Service Service
2011 $ 32,556,951 $ - $ 2,977,675 $ 29,579,276 $ 7,072,365 $ 22,506,911
2012 31,521,345 $ 2,657,813 2,657,813 4,934,513 29,244,645 7,072,153 22,172,492
2013 30,574,270 1,518,750 1,518,750 3,684,550 28,408,470 7,076,115 21,332,355
2014 29,878,400 1,509,000 1,509,000 3,376,675 28,010,725 7,078,645 20,932,080
2015 28,829,739 1,498,750 1,498,750 3,075,875 27,252,614 7,079,565 20,173,049
2016 27,761,200 1,488,000 1,488,000 2,973,050 26,276,150 7,228,533 19,047,618
2017 26,819,674 $ 195,000 1,476,750 1,671,750 3,139,113 25,352,311 7,610,083 17,742,228
2018 25,709,140 205,000 1,465,000 1,670,000 3,185,350 24,193,790 7,884,243 16,309,548
2019 24,547,656 215,000 1,452,750 1,667,750 3,186,625 23,028,781 8,089,553 14,939,229
2020 23,057,435 225,000 1,439,750 1,664,750 24,722,185 8,187,106 16,535,079
2021 21,462,254 235,000 1,142,500 1,377,500 22,839,754 8,463,031 14,376,723
2022 19,551,198 245,000 830,250 1,075,250 20,626,448 8,514,250 12,112,198
2023 18,680,654 260,000 502,500 762,500 19,443,154 8,796,750 10,646,404
2024 18,124,889 5,945,000 158,250 6,103,250 24,228,139 9,089,000 15,139,139
2025 17,630,837 6,245,000 141,750 6,386,750 24,017,587 9,394,500 14,623,087
2026 16,814,628 6,555,000 124,250 6,679,250 23,493,878 9,656,500 13,837,378
2027 15,585,713 6,885,000 106,000 6,991,000 22,576,713 9,976,000 12,600,713
2028 14,213,700 330,000 86,750 416,750 14,630,450 10,214,000 4,416,450
2029 14,240,575 350,000 66,750 416,750 14,657,325 10,408,250 4,249,075
2030 11,545,788 365,000 45,500 410,500 11,956,288 10,606,038 1,350,250
2031 10,803,950 385,000 23,250 408,250 11,212,200 10,803,950 408,250
2032 11,010,700 400,000 - 400,000 11,410,700 11,010,700 400,000
2033 11,224,488 425,000 - 425,000 11,649,488 11,224,488 425,000
2034 11,433,525 445,000 - 445,000 11,878,525 11,433,525 445,000
2035 11,656,500 465,000 - 465,000 12,121,500 11,656,500 465,000
2036 11,879,250 - - - 11,879,250 11,879,250 -
2037 12,103,250 - - - 12,103,250 12,103,250 -
2038 12,336,750 - - - 12,336,750 12,336,750 -
2039 12,442,500 - - - 12,442,500 12,442,500 -
Totals $ 553,996,957 $ 30,375,000 $ 17,734,313 $ 48,109,313 $ 30,533,426 $ 571,572,843 $ 274,387,590 $ 297,185,253

(1) Average life of the Bonds – 11.599 years. Interest on the Bonds has been calculated of 3.48% for illustrative purposes only.
(2) See “Hotel Occupancy Tax”, “Table 14 - Hotel Occupancy Tax History”, and “Self-Supporting Debt” for a discussion of the City’s self-
supporting debt. Principal outstanding on the self-supporting debt is $132,760,000.

TABLE 9 - INTEREST AND SINKING FUND BUDGET PROJECTION


(1)
Tax Supported Debt Service Requirements, Fiscal Year Ending 9/30/11 $ 22,506,911
Add: Interest and Sinking Fund, 9/30/10 $ 10,033,304
Interest and Sinking Fund Tax Levy @ 99% Collection 26,933,888
Estimated Investment Income 35,000
(2)
Less: Contract for City Participation in Public Improvements 2,400,000 34,602,192

Estimated Balance, 9/30/10 $ 12,095,281

(1) Excludes self-supporting debt. Includes the Bonds. See “Table 14 – Hotel Occupancy Tax History”, “Hotel
Occupancy Tax”, and “Self-Supporting Debt” for a discussion of the City’s self-supporting debt. Excludes amounts
payable under a Contract for City of Irving Participation in Public Improvements. See "Table 11 - Other Obligations."
Preliminary, subject to change.

(2) Estimate as of October 26, 2010

26
TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS

Amount Amount
Amount Previously Being Unissued
(1)
Purpose Voted Issued Issued Balance
1999 Election
Streets $ 133,880,000 $ 91,030,000 $ 2,500,000 $ 40,350,000
Drainage Improvements 25,000,000 14,715,000 - 10,285,000
Parks 36,800,000 31,500,000 - 5,300,000
City Buildings 8,500,000 6,220,000 - 2,280,000
Sanitary Landfill 9,055,000 200,000 - 8,855,000
Fire Services 18,105,000 7,125,000 - 10,980,000
Police Services 8,650,000 7,650,000 - 1,000,000
Youth Dev/Comm Ctr 2,495,000 1,995,000 - 500,000
2006 Election
Streets 117,825,000 9,245,000 - 108,580,000
Drainage Improvements 32,600,000 - - 32,600,000
Parks 56,475,000 11,275,000 2,100,000 43,100,000
Library 18,200,000 9,335,000 2,000,000 6,865,000
City Buildings 15,600,000 2,320,000 - 13,280,000
Public Safety 15,305,000 1,845,000 - 13,460,000
Voice & Data Systems 25,000,000 1,000,000 - 24,000,000
Public Infrastructure for
Economic Development 35,000,000 4,000,000 - 31,000,000
Senior Citizens Center 10,000,000 - 10,000,000
Totals: $ 568,490,000 $ 199,455,000 $ 6,600,000 $ 362,435,000

(1) Preliminary, subject to change.

ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT. . . The City is anticipating the issuance of
approximately $6.6 million of General Obligation debt in 2010.

TABLE 11 – OTHER BONDS. . . The City has no unfunded debt outstanding as of November 1, 2010.

CONTRACT FOR CITY OF IRVING PARTICIPATION IN PUBLIC IMPROVEMENTS . . . The City entered into Contract
for City of Irving Participation in Public Improvements (the “Public Improvements Contract”) with a developer,
Hapsmith Texas Corporation (the “Developer”), on April 18, 1996, pursuant to which the Developer agreed to
acquire and construct certain public improvements for the City, including road, bridge, sewer, water utility,
landscaping and other improvements and rights-of-way in connection with Developer’s project development (the
“Property”). Developer subsequently assigned its rights under the Contract to another party who is also referred to
herein as “Developer”. Subject to meeting certain conditions in the Public Improvements Contract, the City agreed
to reimburse Developer $20,000,000 in costs and $5,701,286 in imputed interest for such public improvements.
Upon execution of the Public Improvements Contract, the City levied a tax sufficient to pay such amounts and
establish a sinking fund of at least 2% of the reimbursement amount. The obligation of the City to make payments
to Developer is contingent on certain requirements being met each year. The amount, if any, owed by City to
Developer is determined by a formula calculated by the ad valorem real property taxes relating to the Property
levied for the prior calendar year and actually paid through January 31 of the current year and the City sales taxes
from business located on the Property for such previous calendar year and actually paid to the State of Texas
through January 20 of the current year less the sum of $509,357 per annum (which represents the reasonably
anticipated additional City expenditures related to City services provided to the Property). Payments have been
made in 2002 ($1,009,446), 2003 ($970,653), 2004 ($1,056,102), 2005 ($1,033,729), 2006 ($1,139,395), 2007
($1,476,142), 2008 ($1,816,112), 2009 ($2,051,595), and 2010 (2,414,631). Under an amendment to the Contract in
2004, monthly rebates of sales tax generated by an individual retailer at the site reduce the balance of the
reimbursable amount. Payments of $72,695 were made during fiscal year 2004, $403,678 during fiscal year 2005,
$491,654 in fiscal year 2006, $408,915 in fiscal year 2007, $184,478 in fiscal year 2008, $154,458 in fiscal year
27
2009 and $163,235 in fiscal year 2010 in accordance with the amendment. Subject to meeting the conditions
described above, Developer is still entitled to receive an additional $10,839,012 from the City. If there are still
amounts unpaid at the expiration of the end of the 50th year after the commencement of payment of portions of the
reimbursement amount, the City shall have no further obligation to make payments to Developer. (See Appendix C,
“Excerpts from the City’s Annual Financial Report” – Note 14.)

Credit Enhancement for Economic Development Activities

The City has provided credit enhancement assurances to a private developer for an economic development program
entered into by the City pursuant to Chapter 380, Texas Local Government Code, as amended (“Chapter 380”),
through the execution of an end-of-term loan repurchase agreement (the “Repurchase Agreement”) for $27 million
($3.5 million in July 2007, $10 million in November 2007, $10.5 million in March 2008 and $3 million in October
2008) with Comerica Bank (the “Bank”). The City entered into the Repurchase Agreement and the economic
development program to facilitate the acquisition, cleanup and site preparation of selected parcels of real estate in a
target area for the south Irving Heritage District and for additional parcels as specified by the City Council. The
loan and associated outstanding loan balance, if any, at the end of 60 months, would be purchased from the Bank by
the City and the City would receive the land as collateral and would assume the role of lender to the developer at
that time. The City has also given the same developer economic development loans, pursuant to Chapter 380, in the
amounts of $477,000 and $1,000,000 for the same economic development program. These loans are separate and
apart from the Comerica Bank credit enhancement assurances. In December, 2009, the developer notified City
Council that the projects to be developed pursuant to the loans and the credit enhancement program have been
delayed, meaning that the developer’s repayment to Comerica under the credit enhancement assurances will also be
delayed. In addition to the loans and credit enhancement program described above, the City has also retained the
developer for consulting services related to the City’s economic development program, for which he is paid a fee.

PENSION FUND . . . The City participates in three retirement plans. The Fireman's Relief and Retirement Fund
(“FRRF”) is a defined benefit plan covering the City's firefighters. The Board of Trustees of the Irving FRRF is the
administrator of the FRRF. FRRF is not a part of the City’s reporting entity because the City does not have
fiduciary responsibility over the FRRF assets, is not able to impose its will on the FRRF, nor is the FRRF fiscally
dependent on the City and the board is not appointed by the City Council. The Supplemental Benefit Plan (“SBP”)
is a contributory defined benefit plan covering all full-time City employees (excluding Fire Civil Service employees
and nonresident aliens). The SBP has an annual actuarial evaluation to determine whether or not the current
contribution rate is sufficient to support the benefits of SBP. Beginning January 1995, the City ceased all employer
contributions to the plan. The City is also a member of the Texas Municipal Retirement System ("TMRS"). TMRS
is a statewide agent multi-employer, joint contributory, hybrid-defined benefit plan. (For more detailed information
concerning the retirement plans, see Appendix B, "Excerpts from the City's Annual Financial Report" - Note 10).

VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION . . . Effective August 31, 2000, the City established the City
of Irving Voluntary Employee Beneficiary Association (VEBA). The purpose of the plan was to provide a
temporary monthly benefit to certain eligible retirees of the City to help cover a portion of the eligible retiree’s cost
of medical coverage from the City. The benefit was initially established at a level that represented 75% of the
“retiree-only” premium for the lowest cost medical plan offered by the City.

The VEBA Plan was significantly amended in September 2004 to include eligible active employees as well as
eligible retirees. An eligible retiree means an individual who has retired or was eligible to retire from active service
with the City before January 1, 2005 and has at least 25 years of service with the City before January 1, 2005 and
has attained either (i) 55 years of age and at least 30 years of service with the City or (ii) 60 years of age and at least
25 years of service with the City. The period of coverage commences with the enrollment of an eligible employee
and ends on the later of (a) the date the eligible employee retires or (b) the last day of the month in which the
eligible employee attains age 65. The monthly subsidy for eligible retirees is fixed at $168.75. Annual VEBA
subsidy payments totaled $133,312 in fiscal year 2010.

Existing funds were allocated to establish a reserve sufficient to meet the full funding requirements for the current
retirees and future eligible employees. The City has not made contributions during the fiscal year to the Trust.

28
There are currently 71retirees enrolled in the plan:

Quality Connect 20
Choice POS II 49
Quality Plus 2

Because the amounts in the Trust are for the benefit of both retirees and current employees and because the City has
used funds from the Trust to subsidize current employee premiums to the healthcare plan, the Trust does not qualify
to be considered an Other Post-Employment Benefit Plan subject to GASB Statement 43.

VEBA does not issue separate audited GAAP financial reports. Its financial statements are presented below:

Schedule of Plan Net Assets for Fiscal Year Ended September 30, 2010

Assets
Cash and cash equivalents $ 908,345
Interest receivable on investmen 177
Total assets $ 908,522

Net Assets
Held in trust for pension benefits
and other purposes $ 908,522

Schedule of Changes in Plan Net Assets for Fiscal Year Ended September 30, 2010

Additions
Interest $ 1,916
Total additions 1,916
Deductions
Benefits and refunds paid 133,312
Total deductions 133,312
Net change in plan net assets (131,396)
Plan net assets, beginning of year 1,039,918
Plan net assets, end of year $ 908,522

OTHER POST-EMPLOYMENT BENEFITS . . .Plan Description: In addition to the pension benefits described in Note
10, as required by state law and defined by City Policy, the City makes available health care benefits to all
employees who retire from the City and who are receiving benefits from the City’s sponsored retirement program
(Texas Municipal Retirement System) through a single-employer defined benefit healthcare plan. This healthcare
plan provides lifetime insurance of eligible retirees, their spouses and dependents through the City’s group health
insurance plan, which covers both active and retired members. Benefit provisions are established by management.

Effective January 1, 2006, employees may retire after attaining age 60 and at least five years of service or with 20
years of service regardless of age to remain on the group health and life insurance plan for life. Effective August 3,
2006, the group health benefit plan was revised a) to define “Retiree” as any former employee who has met the
specified requirements for service or disability retirement under any one of the retirement plans sponsored by the
City and b) to revise eligibility for medical benefits for retirees and dependents and clarified continuity of coverage
for both the retiree and dependents. The retired employees are required to pay 100% of the premium. The plan
does not issue a separate report. For financial reporting purposes, the retiree health plan is accounted for in the Self
Insurance Fund. As of September 30, 2010, 230 participants were receiving benefits.

Funding Policy: Current retirees contribute to the retiree health plan the total blended premium for active
participants and the City’s contribution for actives. The City’s contribution consists of pay-as-you-go claims in
excess of the retiree contributions. Retiree contributions rates for fiscal year 2010 ranged from $110.13 to
$1,454.66 per month depending on age and coverage levels selected. In fiscal year 2010, total member

29
contributions were $4,040,562.43. The City contribution to the plan of retiree claims net of retiree contributions for
fiscal year 2010 was $2,813,258.44.

Annual OPEB Cost and Net OPEB Obligation: The City’s annual other postemployment benefit (OPEB) cost
(expense) for the retiree health plan is calculated based on the annual required contribution of the employer (ARC),
an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a
level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any
unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty years.

The following table shows the components of the City’s annual OPEB cost for the year, the amount actually
contributed to the plan, and changes in the City’s net OPEB obligation.

Annual required contribution $ 1,841,549


Contributions made (2,813,258)
Change in OPEB obligation (971,709)
Net OPEB obligation – beginning of year 5,113,422
Net OPEB obligation – end of year $ 4,141,713

The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB
obligation for 2010 and the two preceding years were as follows:

Percentage of Net
Fiscal Annual Annual OPEB OPEB
Year OPEB Costs Cost Contributed Obligation
2008 $4,092,290 39.3% $2,483,303
2009 4,063,995 35.3% $5,113,422
2010 1,884,549 151.6% $4,141,713

Funded Status and Funding Progress: As of December 31, 2009, the most recent actuarial valuation date, the
actuarial accrued liability for benefits was $26,375,713, all of which was unfunded. The covered payroll (annual
payroll of active employees covered by the plan) was $75,385,907, and the ratio of the unfunded actuarial accrued
liability to the covered payroll was 69.4%.

Actuarial valuation of the plan involves estimates of the value of reported amounts and assumptions of the
probability of occurrence of events far into the future. Examples include assumptions about future employment,
mortality, and the healthcare costs trend. Amounts determined regarding the funded status of the program and the
annual required contributions of the employer are subject to continual revision as actual results are compared with
past expectations and new estimates are made about the future. The schedule of funding progress, presented as
required supplementary information following the notes to the financial statement, presents multiyear trend
information (only one year presented in this year of implementation) that shows whether the actuarial value of plan
assets held in an irrevocable trust is increasing or decreasing over time relative to the actuarial accrued liabilities for
benefits

Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the
substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits
provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer
and plan members at that point. The actuarial methods and assumptions used include techniques that are designed
to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets,
consistent with the long-term perspective of the calculations.

In the December 31, 2009 actuarial valuation, the projected unit credit actuarial cost method was used. Using the
plan benefits, the present health premiums and a set of actuarial assumptions, the anticipated future payments are
projected. The projected unit credit method then provides for a systematic funding for these anticipated payments.
The yearly ARC is computed to cover the cost of benefits being earned by covered members as well as to amortize a
portion of the unfunded accrued liability. If experience is in accordance with the assumptions used, the ARC will
increase at approximately the same rate as active member payroll, and the ARC as a percentage of payroll will
remain basically level on a year-to-year basis. The actuarial assumptions include a 4.5% investment rate of return
(compounded annually net after investment expenses) and an annual healthcare cost trend rate of 10% initially,
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reduced by decrements to an ultimate rate of 4.5% after 11 years. Both rates include a 3% inflation
assumption. The City’s unfunded actuarial accrued liability is being amortized as a level percent of active member
payroll over a closed period. The remaining amortization period at December 31, 2009, was 28 years.

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FINANCIAL INFORMATION

TABLE 12 – GENERAL FUND REVENUES AND EXPENDITURE HISTORY

(1)
Preliminary, subject to change.

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TABLE 12A - CHANGE IN NET ASSETS HISTORY

(1)
FY 2010 Data not available as of November 8, 2010.

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TABLE 13 - MUNICIPAL SALES TAX HISTORY

The City has adopted the Municipal Sales and Use Tax Act, Texas Tax Code, Chapter 321, which grants the City the
power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund
and are not pledged to the payment of the Bonds. Collections and enforcements are effected through the offices of the
Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee,
to the City monthly.

Fiscal
Year % of Equivalent of
Ended Total Ad Valorem Ad Valorem Per
9/30 Collected Tax Levy Tax Rate Capita
2006 $ 45,699,926 54.07% $ 0.32565 $ 226.32
2007 46,850,051 49.38% 0.30373 227.87
2008 50,612,347 55.22% 0.29850 240.84
2009 47,389,976 47.54% 0.25702 223.27
2010 43,788,079 45.62% 0.24664 204.90

HOTEL OCCUPANCY TAX . . . “Hotel Occupancy Tax” means the tax authorized by Texas Tax Code, Section
351.03, which permits the city to impose a tax of up to seven percent (7%) of the daily cost of a hotel or motel room
or similar accommodation upon certain persons paying for such accommodations. The City currently imposes a
seven percent (7%) Hotel Occupancy Tax. The City increased the Hotel Occupancy Tax from five percent (5%) to
seven percent (7%), effective January 1, 2000.

Series 2001 Combination Tax and Hotel Occupancy Tax Revenue Certificates of Obligation

Pursuant to the ordinance authorizing the Combination Tax and Hotel Occupancy Tax Revenue Certificates of
Obligation, Series 2001 (the “2001 HOT Certificates”), the City has made a limited pledge (not to exceed $2,500) of
the revenues generated from the City’s Hotel Occupancy Tax to secure the debt service payments on the 2001 HOT
Certificates. In the ordinance authorizing the 2001 HOT Certificates, the City retained the right to grant a lien on
the Hotel Occupancy Tax revenues with respect to future debt that is superior to or on a parity debt service on the
2001 HOT Certificates from the Hotel Occupancy Tax to the extent permitted by law.

Convention Center and Entertainment Venue Project

Pursuant to the authority granted by Chapter 334, Texas Local Government Code, as amended, the City held an
election within the City on November 6, 2007. At that election, a majority of the voters of the City voted in favor of
a proposition authorizing the City to provide for the planning, acquisition, establishment, development, construction
and financing of a Convention Center and Entertainment Venue Project, described in summary form as a convention
center and a related multi-functional theater, performance hall, music hall and community and entertainment venue
and related infrastructure (the “Entertainment Venue”), and (ii) to impose a tax, ( the “Parking 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
(the “Ticket 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 (the “2% Venue Hotel 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. The City levied the 2% Venue Hotel Tax, effective April 1, 2008, as authorized by the November 6,
2007 election.

In January 2009, the City issued its $125,940,000 Combination Tax and Hotel Occupancy Tax Revenue Certificates
of Obligation, Series 2009 (the “2009 HOT Certificates”) for the purpose of constructing a convention center
facility within the City. The 2009 HOT Certificates were secured by a pledge of the City’s Hotel Occupancy Tax
revenues that is superior to the lien of the Hotel Occupancy Tax revenues made for the benefit of the 2001 HOT
Certificates. It is the City’s intention that debt service on the 2001 HOT Certificates, and the 2009 HOT Certificates
will be paid from the City’s Hotel Occupancy Tax revenues. However, if Hotel Occupancy Tax revenues are
insufficient or the City discontinues transfers of its Hotel Occupancy Tax revenues to pay debt service on the 2001
HOT Certificates and/or the 2009 HOT Certificates, the City will assess an ad valorem tax to pay debt service on
the 2001 HOT Certificates and the 2009 HOT Certificates. In the ordinance authorizing the 2009 HOT Certificates,
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the City reserved the right to issue additional obligations secured in whole or in part by a lien on the Hotel
Occupancy Tax revenues that is on a parity with the lien on the Hotel Occupancy Tax revenues securing the 2009
HOT Certificates. See “Table 14 – Hotel Occupancy Tax History” and “Self-Supporting Debt” for a discussion of
the City’s self-supporting debt.

In February 2009, the City issued its $8,000,000 Hotel Occupancy Tax Revenue Bonds, Taxable Series 2009 (the
“2009 HOT Bonds”). In August 2009, the City issued its $8,000,000 Hotel Occupancy Tax Revenue Bonds,
Taxable Series 2009A (the “2009A HOT Bonds"). In March 2010, the City issued its $9,000,000 Hotel Occupancy
Tax Revenue Bonds, Taxable Series 2010 (the "2010 HOT Bonds" and together with the 2009 HOT Bonds and
2009A HOT Bonds, the “HOT Revenue Bonds”) for the purpose of planning and designing the Entertainment
Venue. The HOT Revenue Bonds were secured by a pledge of the City’s Hotel Occupancy Tax revenues that is on
a parity with the lien on the Hotel Occupancy Tax revenues securing the 2009 HOT Certificates and is superior to
the pledge of the City’s Hotel Occupancy Tax revenues that secures the 2001 HOT Certificates. The HOT Revenue
Bonds are additionally secured by a lien on and pledge of the 2% Venue Hotel Tax. In the ordinance authorizing
the HOT Revenue Bonds, the City has covenanted that it will issue Additional Parity Bonds (as defined in the
ordinance authorizing the HOT Revenue Bonds) secured by a parity lien on the City’s Hotel Occupancy Tax
revenues and the 2% Venue Hotel Tax only with the consent of the purchaser of the HOT Revenue Bonds.

The City has entered into a Master Development Agreement with Las Colinas Group, L.P. (the “Partnership”) to
develop the Entertainment Venue, to be located in close proximity to the convention center. The Master
Development Agreement contains several dates by which the City must notify the Partnership of its estimate of the
amount of Additional Parity Bonds the City believes can reasonably be issued to fund the development and
construction of the Entertainment Venue. The Master Development Agreement has been amended twice since its
adoption to extend these dates. After such notification, both the City and the Partnership have several opportunities
to terminate the Master Development Agreement. If the City and the Partnership agree to continue with the
development and construction of the Entertainment Venue, the Master Development Agreement provides a date by
which the Partnership must show evidence of its private financing or the City may terminate the Master
Development Agreement, and it also provides dates by which the City must issue its bonds to construct the
Entertainment Venue, or the Partnership may terminate the Master Development Agreement. The City can make no
representations concerning the final design and construction of the Entertainment Venue, including the estimated
costs of constructing the Entertainment Venue, the financial ability of the Partnership to participate in the
Entertainment Venue project, the amount of Additional Parity Bonds the City may be able to issue to fund the
construction of the Entertainment Venue, the timing of such Additional Parity Bonds, or the ability of the City to
satisfy certain conditions to issue Additional Parity Bonds.

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TABLE 14 – HOTEL OCCUPANCY TAX HISTORY

Fiscal 7% HOT Revenues 2% Previous


Year 5% 2% Venue Total Hotel Occupancy 2001 HOT 2009 HOT 2009 HOT 2009A HOT 2010 HOT Total
Ending HOT HOT Hotel HOT Tax Bond Certificates Certificates Bonds Bonds Bonds HOT Revenues Excess HOT
(1) (2) (3) (4) (5) (6) (7) (8)
9/30 Revenues Revenues Tax Revenues Debt Service Debt Service Debt Service Debt Service Debt Service Debt Service Debt Service Revenues
1993 $ 4,864,777 $ 4,864,777 $ 589,188 $ 589,188 $ 3,302,634
1994 5,534,381 5,534,381 574,138 574,138 3,853,367
1995 6,210,563 6,210,563 584,088 584,088 4,384,362
1996 7,049,188 7,049,188 591,888 591,888 5,047,462
1997 8,032,536 8,032,536 572,538 572,538 5,853,491
1998 9,228,033 9,228,033 523,844 523,844 6,858,582
1999 9,547,491 9,547,491 459,175 459,175 7,178,818
2000 9,639,503 $ 3,855,801 13,495,301 472,488 472,488 7,239,114
2001 9,353,120 3,741,247 13,094,367 484,737 484,737 6,997,759
2002 7,868,341 3,147,336 11,015,677 495,925 $ 1,542,155 2,038,080 5,798,748
2003 7,498,098 3,064,724 10,562,822 406,194 1,491,121 1,897,315 5,592,284
2004 8,354,354 3,341,742 11,696,096 537,175 1,486,315 2,023,490 6,146,308
2005 9,044,495 3,617,798 12,662,293 568,900 1,473,815 2,042,715 6,666,696
2006 10,226,770 4,090,708 14,317,478 573,475 800,040 1,373,515 7,607,941
2007 11,540,387 4,616,155 16,156,542 601,475 803,540 1,405,015 8,630,835
2008 11,444,797 4,577,867 $ 2,275,450 18,298,114 470,250 801,215 1,271,465 8,685,588
2009 8,494,056 4,275,941 3,648,357 16,418,354 - 803,271 $ 3,397,580 - 4,200,851 6,795,245
2010 8,159,621 4,142,789 3,515,289 15,817,699 - 804,503 6,272,456 1,873,021 465,444 401,852 9,817,276 -

(1) 4/5 of the 5% HOT Revenues were previously pledged to the payment of the City’s Hotel Occupancy Tax Revenue Bonds which were paid in full in 2008 and are no longer outstanding. 1/5 of the 5% HOT
Revenues were designated by statute to certain advertising expenditures pursuant to Chapter 351. Beginning in 2007, the City’s population increased and is now over 200,000. As such, the City is no longer
required to set aside 1/5 of its HOT Revenues.
(2) Collections of the additional 2% hotel occupancy tax pursuant to Chapter 351, Texas Tax Code, as amended, began January 1, 2000.
(3) The 2% Venue Hotel Tax became effective April 1, 2008 and is pledged to the 2009 HOT Revenue Bonds. Collections through December 28, 2009.
(4) Includes the 2% Venue Hotel Tax levied pursuant to Chapter 334, Texas Local Code, as amended. Such 2% Venue Hotel Tax is not pledged to the 2009 HOT Certificates or the 2001 HOT Certificates.
(5) Amounts shown are debt service on the City’s previously outstanding Hotel Occupancy Tax Revenue Bonds. Such bonds were paid in full in 2008 and are no longer outstanding.
(6) The lien on the Hotel Occupancy Tax Revenues pledged to the 2001 HOT Certificates is subordinate to the lien on the Hotel Occupancy Tax Revenues pledged to the 2009 HOT Certificates. (see “Self-
Supporting Debt – 2001 HOT Certificates”).
(7) Net of capitalized interest.
(8) The lien on the Hotel Occupancy Tax Revenues pledged to the 2001 HOT Certificates is subordinate to the lien on the Hotel Occupancy Tax Revenues pledged to the 2009 HOT Revenue Bonds. The pledge of
the Hotel Occupancy Tax Revenues pledged to the 2009 HOT Revenue Bonds is on a parity with the pledge of the Hotel Occupancy Tax Revenues pledged to the 2009 HOT Certificates.

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Self-Supporting Debt . . . The 2001 HOT Certificates. The City expects the debt service on the 2001 HOT
Certificates to be self-supporting from Hotel Occupancy Tax revenues and expects current Hotel Occupancy Tax
revenues, together with future Hotel Occupancy Tax collections, to be sufficient for such purposes. Except with
respect to the $2,500 limited pledge of Hotel Occupancy Tax revenues, such Hotel Occupancy Tax revenues
are not pledged to the payment of debt service on the 2001 HOT Certificates and the transfer of such
revenues to make debt service payments is discretionary and may be discontinued by the City, in whole or in
part at any time.

The 2009 HOT Certificates. . . The City expects the debt service on the 2009 HOT Certificates to be self-supporting
from Hotel Occupancy Tax revenues and expects current Hotel Occupancy Tax revenues, together with future Hotel
Occupancy Tax revenue collections, to be sufficient for such purposes. In the event, and to the extent, the City
elects to discontinues transfers of its Hotel Occupancy Tax revenues to pay debt service on the 2009 HOT
Certificates or Hotel Occupancy Tax revenues are insufficient to pay such debt service, the City will be required to
assess an ad valorem tax in an amount sufficient to pay debt service on the 2009 HOT Certificates. In the event,
and to the extent, the City elects to discontinue such transfer of Hotel Occupancy Tax revenues, the City will be
required to levy ad valorem taxes or to appropriate other lawfully available funds of the City in an amount sufficient
to pay the debt service on the 2009 HOT Certificates. See Table 14 herein for a history of Hotel Occupancy Tax
Collections.

FINANCIAL POLICIES

Government-wide and Fund Financial Statements . . . The governmental-wide financial statement (i.e., the
statement of net assets and the statement of activities) report information on all of the nonfiduciary activities of the
primary government and its component units. For the most part, the effect of interfund activity has been removed
from these statements. Government activities, which normally are supported by taxes and intergovernmental
revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges
for support. Likewise, the primary government is reported separately from certain legally separate component units
for which the primary government is financially accountable.

The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are
offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or
segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit
from goods, services, or privileges provided by a given function or segment; and 2) grants and contributions that are
restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other
items not properly included among program revenues are reported as general revenues.

Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even
thought the latter are excluded from the government-wide financial statements. Major individual governmental
funds and major individual enterprise funds are reported as separate columns in the fund financial statements.

Measurement Focus, Basis of Accounting and Basis of Presentation . . . The government-wide financial statements
are reported using the economic resources measurement focus and the accrual basis of accounting, as are the
proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are
recorded when a liability is incurred, regardless of the timing of the related cash flows. Property taxes are
recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as
soon as all eligibility requirements have been met.

Governmental fund financial statements are reported using the current financial resources measurement focus and
the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and
available. Revenues are considered to be available when they are collectible within the current period or soon
enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be
available if they are collected within 50 days of the end of the current fiscal period, with the exception of
intergovernmental revenues, which have a one-year period of availability. Expenditures generally are recorded
when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as
expenditures related to compensated absences, claims and judgments, landfill closure/post closure costs, are
recorded only when the liability has matured.

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Property taxes, sales taxes, hotel/motel taxes, franchise fees and licenses, intergovernmental revenues, certain
charges for services, and interest associated with the current fiscal period are all considered to be susceptible to
accrual and so have been recognized as revenues of the current fiscal period. All other revenue items are considered
to be measurable and available only when the City receives the cash as the resulting receivables are deemed
immaterial.

INVESTMENTS

The City invests its investable funds in investments authorized by Texas law in accordance with investment policies
approved by the City Council of the City. Both state law and the City’s investment policies are subject to change.

LEGAL INVESTMENTS . . . Under Texas law, the City is authorized to invest in (1) Bonds of the United States or its
agencies and instrumentalities, including letters of credit; (2) direct Bonds of the State of Texas or its agencies and
instrumentalities; (3) collateralized mortgage Bonds directly issued by a federal agency or instrumentality of the United
States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other
Bonds, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State
of Texas or the United States or their respective agencies and instrumentalities; (5) Bonds of states, agencies, counties,
cities and other political subdivisions of any state rated as to investment quality by a nationally recognized investment
rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7)
certificates of deposit that are issued by a state or national bank domiciled in the State of Texas, a savings bank
domiciled in the State of Texas, or a state or federal credit union domiciled in the State of Texas and are guaranteed or
insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are
secured as to principal by Bonds described in clauses (1) through (6) or in any other manner and amount provided by
law for City deposits, (i) that are issued by an institution that has its main office or a branch office in the State of Texas
and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union share
Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner
and amount provided by law for City deposits or (ii) where (a) the funds are invested by the City through a depository
institution that has a main office or branch office in the State and that is selected by the City; (b) the depository
institution selected by the City arranges for the deposit of funds in one or more federally insured depository institutions,
wherever located, for the account of the City; (c) the full amount of the principal and accrued interest of each of the
certificates of deposit is insured by the United States or an instrumentality of the United States; (d) the depository
institution acts as a custodian for the City with respect to the certificates of deposit; and (e) at the same time that the
certificates are issued, the depository institution selected by the City receives deposits from customers of other federally
insured depository institutions, whevever located, that is equal to or greater than the funds invested by the City through
the depository institution selected under clause (ii) (a) above (8) fully collateralized repurchase agreements that have a
defined termination date, are fully secured by Bonds described in clause (1), and are placed through a primary
government securities dealer or a financial institution doing business in the State of Texas, (9) securities lending
programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows
for termination at any time and a loan made under the program is either secured by (a) Bonds that are described in
clauses (1) through (6) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously
rated by a nationally recognized investment rating firm at not less than “A” or its equivalent or (c) cash invested in
Bonds described in clauses (1) through (6) above, clauses (11) through (13) below, or an authorized investment pool;
(ii) securities held as collateral under a loan are pledged to the City, held in the City’s name and deposited at the time
the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is
placed through either a primary government securities dealer or a financial institution doing business in the State of
Texas; and (iv) the agreement to lend securities has a term of one year or less, (10) certain bankers’ acceptances with
the remaining term of 270 days or less, if the short-term Bonds of the accepting bank or its parent are rated at least “A-
1” or “P-1” or the equivalent by at least one nationally recognized credit rating agency, (11) commercial paper with a
stated maturity of 270 days or less that is rated at least “A-1” or “P-1” or the equivalent by either (a) two nationally
recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an
irrevocable letter of credit issued by a U.S. or state bank, (12) no-loan money market mutual funds registered with and
regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or
less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share and (13)
no-loan mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity
of less than two years, invest exclusively in Bonds described in this paragraph, and are continuously rated as to
investment quality by at least one nationally recognized investment rating firm of not less than “AAA” or its equivalent.
In addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and
are secured by Bonds, including letters of credit, of the United States or its agencies and instrumentalities in an amount
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at least equal to the amount of bond proceeds invested under such contract, other than the prohibited Bonds described in
the next succeeding paragraph.

The City may invest in such Bonds directly or through government investment pools that invest solely in such Bonds
provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized
rating service. The City is specifically prohibited from investing in: (1) Bonds whose payment represents the
coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and
pays no principal; (2) Bonds whose payment represents the principal stream of cash flow from the underlying
mortgage-backed security and bears no interest; (3) collateralized mortgage Bonds that have a stated final maturity
of greater than 10 years; and (4) collateralized mortgage Bonds the interest rate of which is determined by an index
that adjusts opposite to the changes in a market index.

INVESTMENT POLICIES . . . Under Texas law, the City is required to invest its funds under written investment policies
that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and
the quality and capability of investment management; and that includes a list of authorized investments for City funds,
maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity
allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment
Strategy Statement" that specifically addresses each funds’ investment. Each Investment Strategy Statement will
describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3)
liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield.

Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a
person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not
for speculation, but for investment, considering the probable safety of capital and the probable income to be
derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the
investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the
beginning market value, any additions and changes to market value and the ending value of each pooled fund group,
(4) the book value and market value of each separately listed asset at the beginning and end of the reporting period,
(5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each
individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted
investment strategy statements and (b) state law. No person may invest City funds without express written authority
from the City Council.

ADDITIONAL PROVISIONS . . . Under Texas law the City is additionally required to: (1) annually review its adopted
policies and strategies; (2) require any investment officers’ with personal business relationships or relatives with
firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics
Commission and the City Council; (3) require the registered principal of firms seeking to sell securities to the City
to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures
have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to
these requirements; (4) perform an annual audit of the management controls on investments and adherence to the
City’s investment policy; (5) provide specific investment training for the Treasurer, Chief Financial Officer and
investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment
of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict
its investment in non money-market mutual funds in the aggregate to no more than 15 percent of its monthly
average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and to invest no
portion of bond proceeds, reserves and funds held for debt service, in mutual funds; (8) require local government
investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board
requirements; (9) adopt an ordinance or resolution stating that it has reviewed its investment policy and investment
strategies and records any changes made to either its investment policy or investment strategy in the said ordinance
or resolution; and (10) at least annually review, revise and adopt a list of qualified brokers that are authorized to
engage in investment transactions with the City.

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TABLE 15 - CURRENT INVESTMENTS

As of September 30, 2010, the City's investable funds were invested in the following categories:

Carrying
Value Market Value
Pooled investments
Stadium Bonds Trust 185,500 185,500
Federal Home Loan Bank 33,812,638 33,861,300
Federal Home Loan Mortgage Association (Freddie Mac) 28,347,984 28,378,660
Federal National Mortgage Association (Fannie Mae) 58,275,036 58,341,260
Texpool Investment Pool 64,550,154 64,550,154
TexStar Investment Pool 68,446,338 68,446,338
Wells Fargo Advantage Government Money Market Fund 18,187,063 18,187,063
Columbia Government Reserves Money Market Fund 18,178,679 18,178,679
Subtotal $ 289,983,392 $ $290,128,954

Supplemental Benefit Plan (SBP)


Federal National Mortgage Association (Fannie Mae) $ 41,830 $ 41,830
United States Treasury Notes 12,456,370 12,456,370
United States Treasury Bonds 1,850,083 1,850,083
Common Stocks 20,382,483 20,382,483
Mortgage & Asset Backed Securities 2,895,636 2,895,636
Alternative Investment/Hedge Fund 941,448 941,448
Subtotal 38,567,850 38,567,850
Total $ 328,551,242 $ 328,696,804

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TAX MATTERS

TAX-EXEMPTION . . . In the opinion of Vinson & Elkins L.L.P., Bond Counsel, under existing law, (i) interest
on the Bonds is excludable from gross income for federal income tax purposes under existing law and (ii) interest
on the Bonds is not subject (a) a specific preference item subject to the alternative minimum tax on individuals and
corporations, or (b) included in a corporation’s adjusted current earnings for purposes of the alternative minimum
tax.

The Code imposes a number of requirements that must be satisfied for interest on state or local Bonds, such as the
Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations
on the use of proceeds and the source of repayment, limitations on the investment of proceeds prior to expenditure,
a requirement that excess arbitrage earned on the investment of bond proceeds be paid periodically to the United
States and a requirement that the issuer file an information report with the Internal Revenue Service (the “Service”).
The Issuer has covenanted in the Ordinance that it will comply with these requirements.

Bond Counsel’s opinion will assume continuing compliance with the covenants of the Ordinance pertaining to those
sections of the Code that affect the exclusion from gross income of interest on the Bonds for federal income tax
purposes and, in addition, will rely on representations by the Issuer, the Issuer’s Financial Advisor and the
Underwriters with respect to matters solely within the knowledge of the Issuer, the Issuer’s Financial Advisor and
the Underwriters, respectively, which Bond Counsel has not independently verified. If the Issuer should fail to
comply with the covenants in the Ordinance or if the foregoing representations or report should be determined to be
inaccurate or incomplete, interest on the Bonds could become includable in gross income from the date of delivery
of the Bonds, regardless of the date on which the event causing such includability occurs.

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences
resulting from the receipt or accrual of interest on, or acquisition, ownership or disposition of, the Bonds.

Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on
Bond Counsel’s knowledge of facts as of the date thereof. Bond Counsel assumes no duty to update or supplement
its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention or to reflect
any changes in any law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not
a guarantee of result and are not binding on the Service; rather, such opinions represent Bond Counsel’s legal
judgment based upon its review of existing law and in reliance upon the representations and covenants referenced
above that it deems relevant to such opinions. The Service has an ongoing audit program to determine compliance
with rules that relate to whether interest on state or local Bonds is includable in gross income for federal income tax
purposes. No assurance can be given as to whether or not the Service will commence an audit of the Bonds. If an
audit is commenced, in accordance with its current published procedures, the Service is likely to treat the Issuer as
the taxpayer and the Owners may not have a right to participate in such audit. Public awareness of any future audit
of the Bonds could adversely affect the value and liquidity of the Bonds regardless of the ultimate outcome of the
audit.

ADDITIONAL FEDERAL INCOME TAX CONSIDERATIONS

COLLATERAL TAX CONSEQUENCES . . . Prospective purchasers of the Bonds should be aware that the ownership of
tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, life
insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and
profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to
have incurred or continued indebtedness to purchase or carry tax-exempt obligations, and individuals otherwise
qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States
may be subject to the “branch profits tax” on their effectively connected earnings and profits, including tax-exempt
interest such as interest on the Bonds. These categories of prospective purchasers should consult their own tax
advisors as to the applicability of these consequences. Prospective purchasers of the Bonds should also be aware
that, under the Code, taxpayers are required to report on their returns the amount of tax-exempt interest, such as
interest on the Bonds, received or accrued during the year.

TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE PREMIUM . . . The issue price of all or a portion of the Bonds
may exceed the stated redemption price payable at maturity of such Bonds. Such Bonds (the “Premium Bonds”) are
considered for federal income tax purposes to have “bond premium” equal to the amount of such excess. The basis
42
of a Premium Bond in the hands of an initial owner is reduced by the amount of such excess that is amortized during
the period such initial owner holds such Premium Bond in determining gain or loss for federal income tax purposes.
This reduction in basis will increase the amount of any gain or decrease the amount of any loss recognized for
federal income tax purposes on the sale or other taxable disposition of a Premium Bond by the initial owner. No
corresponding deduction is allowed for federal income tax purposes for the reduction in basis resulting from
amortizable bond premium. The amount of bond premium on a Premium Bond that is amortizable each year (or
shorter period in the event of a sale or disposition of a Premium Bond) is determined using the yield to maturity on
the Premium Bond based on the initial offering price of such Bond.

The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of
Premium Bonds that are not purchased in the initial offering at the initial offering price may be determined
according to rules that differ from those described above. All owners of Premium Bonds should consult their own
tax advisors with respect to the determination for federal, state, and local income tax purposes of amortized bond
premium upon the redemption, sale or other disposition of a Premium Bond and with respect to the federal, state,
local, and foreign tax consequences of the purchase, ownership, and sale, redemption or other disposition of such
Premium Bonds.

TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT BONDS . . . The issue price of all or a portion of
the Bonds may be less than the stated redemption price payable at maturity of such Bonds (the "Original Issue
Discount Bonds"). In such case, the difference between (i) the amount payable at the maturity of each Original
Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond
constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who
has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. Generally, such initial
owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with
respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount
allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. Because
original issue discount is treated as interest for federal income tax purposes, the discussion regarding interest on the
Bonds under the captions “Tax Exemption” and “Additional Federal Income Tax Considerations - Collateral Tax
Consequences" generally applies, and should be considered in connection with the discussion in this portion of the
Official Statement.

In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated
maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond
in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for
which such Original Issue Discount Bond was held by such initial owner) is includable in gross income.

The foregoing discussion assumes that (i) the Underwriters have purchased the Bonds for contemporaneous sale to
the public and (ii) all of the Original Issue Discount Bonds have been initially offered, and a substantial amount of
each maturity thereof has been sold, to the general public in arm's-length transactions for a price (and with no other
consideration being included) not more than the initial offering prices thereof stated on the inside cover page of this
Official Statement. Neither the Issuer nor Bond Counsel has made any investigation or offers any comfort that the
Original Issue Discount Bonds will be offered and sold in accordance with such assumptions.

Under existing law, the original issue discount on each Original Issue Discount Bond accrues daily to the stated
maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the
semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the
accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of
determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition
thereof. The amount to be added to basis for each accrual period is equal to (i) the sum of the issue price and the
amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on
the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual
period) less (ii) the amounts payable as current interest during such accrual period on such Obligation.

The federal income tax consequences of the purchase, ownership, and redemption, sale or other disposition of
Original Issue Discount Bonds that are not purchased in the initial offering at the initial offering price may be
determined according to rules that differ from those described above. All owners of Original Issue Discount Bonds
should consult their own tax advisors with respect to the determination for federal, state, and local income tax
purposes of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and
43
with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or
other disposition of such Original Issue Discount Bonds.

CONTINUING DISCLOSURE OF INFORMATION

In the Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of
the Bonds. The City is required to observe the agreement for so long as it remains obligated to advance funds to
pay the Bonds. Under the agreement, the City will be obligated to provide certain updated financial information and
operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking
Board (the “MSRB”). The information will be available free of charge from the MSRB via the Electronic
Municipal Market Access System (“EMMA”) at www.emma.msrb.org. This information will be available to
securities brokers and others who subscribe to receive the information from the vendors.

ANNUAL REPORTS . . . The City will provide certain updated financial information and operating data to the MSRB
annually. The information to be updated includes all quantitative financial information and operating data with
respect to the City of the general type included in this Official Statement under Tables numbered 1 through 6 and 8
through 15 and in Appendix B. The City will update and provide this information within six months after the end of
each fiscal year ending in or after 2011.

The financial information and operating data to be provided may be set forth in one or more documents or may be
included by specific reference to any document available to the public on the MSRB’s internet web site or filed with
the United States Securities and Exchange Commission (the “SEC”), as permitted by SEC Rule 15c2-12 (the
“Rule”). The updated information will include audited financial statements, if the City commissions an audit and it
is completed by the required time. If audited financial statements are not available by the required time, the City
will provide unaudited financial information and operating data which is customarily prepared by the City by the
required time, and audited financial statements when and if such audited financial statements become available.
Any such financial statements will be prepared in accordance with the accounting principles described in Appendix
B or such other accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation.

The City’s current fiscal year end is September 30. Accordingly, it must provide updated information by March 31
in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of
the change.

MATERIAL EVENT NOTICES . . . The City will also provide timely notices of certain events to the MSRB. The City
will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3)
unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to
perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights
of holders of the Bonds; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing
repayment of the Bonds; and (11) rating changes. In addition, the City will provide timely notice of any failure by
the City to provide information, data, or financial statements in accordance with its agreement described above
under "Annual Reports." The City will provide each notice described in this paragraph to the MSRB.

AVAILABILITY OF INFORMATION . . . The City has agreed to provide the foregoing information only as described
above. Investors will be able to access continuing disclosure information filed with the MSRB at
www.emma.msrb.org.

LIMITATIONS AND AMENDMENTS . . . The City has agreed to update information and to provide notices of material
events only as described above. The City has not agreed to provide other information that may be relevant or
material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update
any information that is provided, except as described above. The City makes no representation or warranty
concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date.
The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its
continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Bonds
may seek a writ of mandamus to compel the City to comply with its agreement.

44
The City may amend its continuing disclosure agreement from time to time to adapt to changed circumstances that
arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell
Bonds in the offering described herein in compliance with the Rule, taking into account any amendments or
interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a)
the holders of a majority in aggregate principal amount of the outstanding Bonds consent to the amendment or (b)
any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment
will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provisions of the SEC Rule 15c2-12 or a court of final jurisdiction enters judgment that such provisions of the SEC
Rule 15c2-12 are invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the City so amends
the agreement, it has agreed to include with the next financial information and operating data provided in
accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the
reasons for the amendment and of the impact of any change in the type of financial information and operating data
so provided.

COMPLIANCE WITH PRIOR UNDERTAKINGS . . . During the last five years, the City has complied in all material
respects with all continuing disclosure agreements made by it with respect to its general obligation debt in
accordance with SEC Rule 15c2-12. With respect to the City's water and sewer system debt, the City's audited
financial statements for the fiscal year ended September 30, 2008 were timely filed; however, due to an
administrative oversight, the required financial information with respect to the City's water and sewer system debt
for such fiscal year was not timely filed. Such information, together with a notice of failure to make such filing,
was subsequently filed. The City has implemented procedures to ensure timely filing of all future information.

Except as described above, during the last five years, the City has complied in all material respects with all
continuing disclosure agreements made by it in accordance with the Rule.

OTHER INFORMATION

RATINGS

The City's outstanding general obligation debt is rated "Aaa" by Moody's Investors Service, Inc. ("Moody's") and
"AAA" by Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ("S&P"),
without regard to credit enhancement. Applications for contract ratings on the Bonds have been made to Moody's
and S&P (see "Other Information - Ratings"). An explanation of the significance of such ratings may be obtained
from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the
City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or
both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such
downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price
of the Bonds.

LITIGATION

It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would
have a material adverse financial impact upon the City or its operations. In addition, the City is not a party to any
litigation or other proceeding pending or to its knowledge threatened in any court, agency, or other administrative
body relating to or potentially affecting the issuance of, or security for, the Bonds.

REGISTRATION AND QUALIFICATION OF BONDS FOR SALE

The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance
upon the exemption provided thereunder by Section 3(a)(2). The Bonds have not been approved or disapproved by
the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of the Official Statement. The Bonds have not been qualified under the Securities Act of
Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities
acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws
45
of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This
disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an
interpretation of any kind with regard to the availability of any exemption from securities registration provisions.

LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS

Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the
Bonds are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and
authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of
municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in
the Bonds by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds
Investment Act, Chapter 2256, Texas Government Code, requires that the Bonds be assigned a rating of "A" or its
equivalent as to investment quality by a national rating agency. See "Other Information - Ratings" herein. In
addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the
Bonds are legal investments for state banks, savings banks, trust companies with capital of at least one million
dollars or more, and savings and loan associations. The Bonds are eligible to secure deposits of any public funds of
the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their
market value. No review by the City has been made of the laws in other states to determine whether the Bonds are
legal investments for various institutions in those states.

LEGAL MATTERS

The City will furnish a complete transcript of proceedings incident to the authorization and issuance of the Bonds,
including the approving legal opinion of the Attorney General of the State of Texas to the effect that the Initial Bond is a
valid and binding obligation of the City, and based upon examination of such transcript of proceedings, the approving legal
opinion of Bond Counsel to the effect that the Bonds issued in compliance with the provisions of the Ordinance are valid
and legally binding obligations of the City and the interest on such Bonds is excludable from gross income for federal
income tax purposes under existing law and the Bonds are not private activity bonds, subject to the matters described under
"Tax Matters" herein. A form of such opinion is attached hereto as Appendix C. Bond Counsel was engaged by, and only
represents, the City except as noted below. Bond Counsel was not requested to participate, and did not take part, in the
preparation of the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken
independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has
reviewed the information appearing under the captions or subcaptions "THE BONDS" (except for the subcaption "Book-
Entry-Only System," “Sources and Uses of Funds,” and “Bondholders Remedies”), "TAX MATTERS" and
"CONTINUING DISCLOSURE OF INFORMATION" (except the subcaption “Compliance with Prior Undertakings”)
and the subcaptions “Registration and Qualification of Bonds for Sale”, "Legal Investments and Eligibility to Secure Public
Fund in Texas", and "Legal Matters" under the caption "OTHER INFORMATION" and is of the opinion that the
information relating to the Bonds and the Ordinances contained therein fairly and accurately describe the laws and legal
issues addressed therein and, with respect to the Bonds, such information conforms to the Ordinances. The legal fee to be
paid to Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent upon the sale and
delivery of the Bonds. The legal opinion will accompany the Bonds deposited with DTC or will be printed on the
Bonds in the event of the discontinuance of the Book-Entry-Only System. Certain legal matters will be passed upon
for the Underwriters by Locke Lord Bissell & Liddell LLP and West & Associates L.L.P., Dallas, Texas, co-counsel
to the Underwriters. The legal fee of such firm is contingent upon the sale and delivery of the Bonds.

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of
the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the
attorney does not become an insurer or guarantor of the expression of professional judgment, or the transaction opined
upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the
outcome of any legal dispute that may arise out of the transaction.

FINANCIAL ADVISOR

First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the
Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the
issuance and delivery of the Bonds. First Southwest Company, in its capacity as Financial Advisor, does not
assume any responsibility for the information, covenants and representations contained in any of the legal

46
documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending
or future actions taken by any legislative or judicial bodies.

The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The
Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts
and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of
such information.

VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS

The arithmetical accuracy of certain computations included in the schedules provided by First Southwest Company on
behalf of the City relating to (a) computation of forecasted receipts of principal and interest on the Federal Securities
and the forecasted payments of principal and interest to redeem the Refunded Bonds and (b) computation of the yields
of the Refunding Bonds and the restricted Federal Securities will be verified by Grant Thornton, LLP, certified public
accountants. Such computations will be based solely on assumptions and information supplied by First Southwest
Company on behalf of the City. Grant Thornton, LLP has restricted its procedures to verifying the arithmetical
accuracy of certain computations and has not made any study or evaluation of the assumptions and information on
which the computations are based and, accordingly, will not expressed an opinion on the data used, the reasonableness
of the assumptions, or the achievability of the forecasted outcome.

UNDERWRITING

The Underwriters have agreed, subject to certain conditions, to purchase the Bonds from the City at a price equal to
the initial offering prices as shown on the cover page of this official statement, at an underwriting discount of
___________. The Underwriters will be obligated to purchase all of the Bonds if any Bonds are purchased. The
Bonds to be offered to the public may be offered and sold to certain dealers (including the Underwriter and other
dealers depositing Bonds into investment trusts) at prices lower than the public offering prices of such Bonds, and
such public offering prices may be changed, from time to time, by the Underwriters.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwrites
have reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to
investors under federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriters do not guarantee the accuracy or completeness of such information.

FORWARD-LOOKING STATEMENTS DISCLAIMER

The statements contained in this Official Statement, and in any other information provided by the City, that are not
purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes,
intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking
statements. All forward-looking statements included in this Official Statement are based on information available to
the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The
City's actual results could differ materially from those discussed in such forward-looking statements.

The forward-looking statements included herein are necessarily based on various assumptions and estimates and are
inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible
invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic,
business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be
taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial,
and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with
respect to, among other things, future economic, competitive, and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City.
Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Official Statement will prove to be accurate.

47
MISCELLANEOUS

The financial data and other information contained herein have been obtained from the City’s records, audited
financial statements for information related to fiscal year 2009 and other sources which are believed to be reliable.
There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the
summaries of the statutes, documents and resolutions contained in this Official Statement are made subject to all of
the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete
statements of such provisions and reference is made to such documents for further information. Reference is made
to original documents in all respects.

The Ordinance approved the form and content of this Official Statement, and any addenda, supplement or
amendment thereto, and authorize its further use in the reoffering of the Bonds by the Underwriters.

Mayor
City of Irving, Texas
ATTEST:

City Secretary

48
Schedule I
SCHEDULE OF REFUNDED BONDS*
General Obligation Bonds, Series 2005A
Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
11/1/05 11/15/11 5.000% $ 3,015,000 $ 1,900,000 $ 1,115,000
11/14/12 5.000% 3,775,000 1,405,000 2,370,000
11/14/13 5.000% 3,770,000 430,000 3,340,000
11/14/14 4.500% 3,760,000 380,000 3,380,000
11/14/15 4.500% 3,740,000 590,000 3,150,000
11/13/16 4.500% 5,790,000 1,485,000 4,305,000
11/13/17 4.500% 5,005,000 1,660,000 3,345,000
11/13/18 5.000% 4,220,000 2,315,000 1,905,000
$ 33,075,000 $ 10,165,000 $ 22,910,000

The 2011-2018 maturities will be redeemed prior to original maturity on November 15, 2015 at 100% of par.

General Obligation Refunding and Improvement Bonds, Series 2004


Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
3/1/04 9/15/11 5.000% $ 3,285,000 $ 540,000 $ 2,745,000
9/15/12 5.000% 3,285,000 1,195,000 2,090,000
9/15/13 5.000% 2,530,000 920,000 1,610,000
9/15/14 5.000% 2,525,000 920,000 1,605,000
9/15/15 5.000% 2,165,000 790,000 1,375,000
9/15/16 5.000% 1,640,000 595,000 1,045,000
$ 15,430,000 $ 4,960,000 $ 10,470,000

The 2011-2016 maturities will be redeemed prior to original maturity on M arch 15, 2014 at 100% of par.

General Obligation Bonds, Series 2003


Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
6/15/03 9/15/12 3.100% $ 500,000 $ 25,000 $ 475,000
9/15/13 3.200% 500,000 500,000 -
9/15/14 3.350% 500,000 500,000 -
9/15/15 3.550% 500,000 500,000 -
9/15/16 3.750% 500,000 500,000 -
9/15/17 3.850% 500,000 500,000 -
9/15/18 3.950% 500,000 500,000 -
$ 3,500,000 $ 3,025,000 $ 617,500,000

The 2012 - 2018 maturities will be redeemed prior to original maturity on September 15, 2012 at 100% of par.

General Obligation Bonds, Series 2002


Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
4/1/02 9/14/12 4.750% $ 775,000 $ 775,000 $ -
9/14/14 4.750% 775,000 775,000 -
9/14/15 5.000% 775,000 775,000 -
9/13/16 5.000% 775,000 775,000 -
9/13/17 5.000% 775,000 775,000 -
9/13/18 5.000% 775,000 775,000 -
9/13/19 5.000% 775,000 775,000 -
$ 5,425,000 $ 5,425,000 $ -

The 2012 and 2014 - 2019 maturities will be redeemed prior to original maturity on September 15, 2012 at 100

General Obligation Bonds, Series 2001


Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
3/15/01 9/15/11 4.500% $ 1,500,000 $ 1,500,000 $ -
$ 1,500,000 $ 1,500,000 $ -

The 2011 maturity will be redeemed prior to original maturity on M arch 15, 2011 at 100% of par.
*
Preliminary, subject to change.
APPENDIX A

GENERAL INFORMATION REGARDING THE CITY


THE CITY

Largest Employers in Irving Fourth Quarter 2010 (by number of employees)

1000 and over

Citigroup
Associates First Capital Corp.
Verizon Communications Inc
Citicorp Credit Services Inc
Allstate Insurance Co
Central Freight Lines Inc
YRC Worldwide Inc.
Microsoft Corporation – Las Colinas
Baylor Medical Center at Irving
Archon Group LP
NEC America Inc
* City of Irving

500 – 999

North Lake College


Abbott Laboratories
TXU Electric Delivery (TXU Mining Co.)
TXU
Nokia Siemens Networks
Computer Science Corp.
Aegis Communications Group Inc
AAA Texas LLC
VHA Inc
NCH Corp (Parent Company of Certified Laboratories Inc)
EMC Mortgage Corp
Brinks Home Security, Inc
Medco Health Solutions of Irving
Nissan Motor Acceptance Corp
Liberty Mutual
Frito-Lay Inc
Roadway Express, Inc.
Dr. Pepper/Seven –Up Bottling
Fedex Freight
Oracle Corp
Banctec
Adea Solutions Inc
Quest Diagnostics Incorporated
Mothers Against Drunk Driving
Michael’s Stores
First Horizon Home Loans
HOLT CAT
AT&T (formerly Southwestern Bell)
First Horizon Home Loans
Bearing Point, Inc.
TXU Energy –HQ
Christus Health (Corporate Office)

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Housing

ANNUAL HOUSING TOTALS-NCTCOG* & Census


1990- 2000-
Census Census 2002* 2003* 2004* 2005* 2006* 2007* 2008* 2009* 2010*
Single Family 29,140 32,783 33,557 33,849 34,212 34,572 34,955 35,377 35,810 36,168 36,465
Multifamily 40,027 46,333 47,234 48,308 48,308 48,308 49,224 50,116 51,467 51,938 52,225
Other 1,892 1,177 1,193 1,193 1,193 1,186 1,186 1,186 1,186 1,186 1,194
Total 71,059 80,293 81,984 83,350 83,713 84,066 85,365 86,679 88,463 89,292 89,884

*These totals based on yearly estimates from the North Central Texas Council of Governments (NCTCOG) for January 1st of the stated
year.

Housing types included in each category:


Single Family-one family detached and duplexes
Multifamily-three or more separate units in structures, such as apartments, townhouses, and condominiums
Other-mobile home, trailer, houseboat, etc

The City maintains strict zoning practices that comply with generally accepted standards of health, safety and
general welfare. The City requires construction to conform with the most recent standards of electrical, heating, air-
conditioning, plumbing, masonry, framing and cement work. All private construction must pass City building
inspections.

Economic Indices

Calendar Various Data


Year Building Permits
(1)
2010 $311,321,970
2009 334,468,965
2008 662,498,788
2007 531,433,546
2006 597,492,701
2005 305,223,425
2004 422,270,981

(1) Data as of October 26, 2010

City of Irving Land Area Statistics

City of Irving Land Area Statistics


Acreage Sq
Total 43,446 67.9
Airport 6,046 9.4

Total Area Less Net of Airport 37,400 58.4


Developed Area (less Airport) 31,165 46.5
Total Undeveloped Area (less Airport, includes floodplain) 6,234 10.2

Percentage Area Developed Less Net of Airport 83%


Percentage Area Undeveloped Less Net of Airport 17%

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In keeping with its character as a modern, well-planned City, Irving's government center, where most administrative
departments are located, is situated on a well landscaped tract that is easily accessible to the citizens it serves. The
nearby Irving Criminal Justice Center houses Police and a Dallas County Branch Courthouse.

The City is governed by a council-manager form of government. Candidates for election as councilperson and
mayor are independent and non-partisan. They receive token remuneration. The Mayor and Council set policy, but
the administration is directed by the City Manager.

An annual budget is prepared by the City staff and presented by the City Manager to the City Council for approval
and adoption after public hearings. Expenditures and Bonds of the City for the ensuring fiscal year are reflected in
said annual budget and amendments thereto from time to time.

More than one hundred churches are located in Irving, representing almost all faiths. There are more than one
hundred civic, service, professional and fraternal organizations. A partnership with Dallas County, Parkland
Hospital and the Baylor HealthCare System recently saw the opening of a Community-Oriented Primary Care Clinic
in south Irving, providing low to moderate income residents with a wide range of primary and preventive healthcare
services, easing the strain of area emergency rooms.

Civic Facilities

The City of Irving is dedicated to constructing high quality work and ensuring the contractors who perform the
work do so at the highest standards and efficiencies. To support this effort the city implemented the Construction
Manager at Risk policy that is a quality based selection process for selecting the best contractor for the job, rather
than settling for the lowest bidder. The contractor is brought on the project team early in the design phase so that he
can collaborate with the design team to come up with more cost effective means of constructing the project,
minimizing change orders and reducing the overall cost of the project. Another benefit of having the contractor
early in the design phase is that as soon as the design is complete for certain elements, the contractor can begin
construction while the design of remaining elements of the project are being completed, speeding up the completion
time of the overall project.

Animal Shelter

The construction of a new 23,800 square foot Animal Shelter to replace the existing facility, which includes
adoption & holding facilities for dogs and cats was completed in March 2010. The facility has a veterinarian clinic
to treat and vaccinate animals. The facility is shared with DFW Humane Society and will provide an opportunity to
increase the overall percentage of adopted animals. This project replaces the existing 6,000 square foot animal
shelter which is outdated and overcrowded. The City Council has adopted a policy to increase the number of
animals which are adopted and the new facility will be designed to provide a new user friendly shelter which will
increase opportunities for the residents to adopt animals.

Irving Public Library System

The Irving Public Library System consists of the 82,000 sq. ft. Central Library, located next to City Hall, and three
branch libraries: East, Northwest and Valley Ranch. A bookmobile provides library service to daycares, recreation
centers, apartments, and senior living facilities. Bond funds from the 1999 program funded a new 26,000 sq. ft.
Valley Ranch Library that opened in October 2007.

The City’s 2006 Bond Program included $18.2 million for land acquisition and construction of two new branch
libraries and finish-out of the Valley Ranch Library. The new 25,000 sq. ft. library will open in 2011.

The East Branch Library Literacy Program reported 13 students receiving 902 hours of instruction. The East
Branch staff brought together Literacy and ESL providers from churches, schools and other organization serving
Irving residents to share ideas and coordinate services.

The Irving Archives, housed in the Central Library since 1996, assisted 964 visitors using 2,445 items with 654
reference transactions. The Archives consists of 1232 linear ft. of documents, photographs, and artifacts.

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The Library offered special programs for all ages, including an active Summer Reading Club that attracts more than
6,000 participants each year. Special programs include monthly Chautauqua programs that explore all of the arts,
preschool hands-on science activities, computer classes, and Theater Camp.

The Central Library maintains an extensive business reference collection, including a large number of subscriptions
to online business services, business books and periodicals. Irving’s business community uses these materials and
services extensively. A Job Center and quarterly Job Fairs provided resources and opportunities for approximately
3500 job seekers.

The Friends of the Irving Public Library continued to provide support to the Library through used book sales
throughout the year. Library customers benefit from the fundraising efforts of the Friends through new materials,
equipment, and activities that support library programs and services.

The Central Library is open 64 hours each week; branch libraries are open an average of 42 hours a week; and the
bookmobile visits 12 locations weekly with 2-3 hours spent at each stop. Both the Central Library and Valley
Ranch Library are now open 7 days a week, including Sunday from 1-5 p.m. In the near future, the purpose of the
Central Library facility will change to be an historical museum and meeting area. A new southern library is
currently under design and will be a strong addition to the library system.

West Irving Library is a new 25,000 square foot state of the art library. This library located at 4444 West Rochelle,
near the corner of Rochelle and Esters Road, has a construction cost of $6.4 million and is scheduled to open in
March of 2011. The library will include areas for the adult collection; teen collection; and the children's collection.
There will be a 24 station computer lab, quiet reading room, group meeting room, 5 small conference rooms and a
children's story time room. There is also a large outdoor reading patio along the northwest end of the building. The
building includes a drive through book drop area, staff work space and offices. There is a special work space for
the bookmobile staff and the bookmobile will be stationed at this location, which is much more central to both the
north and south ends of Irving. The building will be a LEED certified building and also a net zero energy building.
The building includes geothermal energy for the heating and cooling of the entire structure.

Design work has started on the new South Irving Library. This latest library is expected to cost $12 million and will
replace the aging Central Library with a new 45,000 square foot library, which will be located at the corner of
Schulze Street and Sowers Roads along the Irving Boulevard Corridor. The new library will be adjacent to
Centennial Park and Millennium Fountain. The design of the new library will be completed in August of 2011 and
it is expected to be open in early 2013. The library is expected to include areas for the adult collection, teen
collection and children's collection. There will be computer lab, quiet reading room, children's story time, large
group meeting room and smaller conference rooms. The library will include the latest technology such as smart
boards, interactive Microsoft Surface Tables and be digitally advanced. The City archives and genealogy
department will remain in the existing Central Library, which is scheduled to be renovated to house a Heritage
Museum.

Higher Education

The University of Dallas, a private Roman Catholic institution offering bachelor and graduate degrees, is located on
a 1,000-acre campus in the City. It offers a strong liberal arts program of 20 undergraduate fields of study, 8 in
master level and 3 in the Ph.D. level and a large graduate school of management. Within the boundaries of the
campus are a Cistercian Preparatory School, Cistercian Monastery, Dominion Priory and the Holy Trinity Seminary.
The Braniff Graduate Building, with its Willmore Kendall Study, is a focal point of graduate research and study.
The school cooperates with cultural and civic groups in Irving in making its programs and facilities available to
them. The University has an enrollment of approximately 3,255 students. This higher education center has 30
permanent buildings with appropriate landscaping.

North Lake College of the Dallas County Community College District opened its $21,000,000 campus in Irving in
1977. The 276-acre campus adjoins the Las Colinas industrial/residential development and is east of the Dallas/Fort
Worth Airport. The multi-level campus has buildings that follow the contour of a hillside leading down to the lake.
The roof of each level serves as a terraced walkway for student entering the levels above. North Lake College has
an enrollment of approximately 6,000 students for credit courses. North Lake provides a university parallel
program and a broad range of one and two year technical/occupational programs that prepare a person for entry into
a chosen trade or career. A new South Irving campus celebrated its ribbon-cutting in April 2009.
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Arts Center

In August 1980, the Irving City Council established the City of Irving Arts Board, which was charged with the
responsibility of encouraging and supporting local arts activities and governance oversight of the Irving Arts Center.
The work of the eleven-person Board is funded through a portion of the local hotel room occupancy tax. The Irving
Arts Center boasts two state-of-the-art theaters; four galleries; meeting, classroom, reception and rehearsal facilities;
and a beautiful sculpture garden on a ten-acre site. In April of 1986, the Arts Board opened the first phase of the
Irving Arts Center. The facility was completed in 1990.

The Arts Board also operates a grants program providing financial assistance to organizations offering arts activities
to Irving citizens and visitors. Funded activities include symphonic presentations, theatrical productions, art
exhibits, youth programming, special guest artists and cultural festivals.

The Arts Center has more than 91,500 square feet of performing and visual arts space, including a 707-seat concert
hall (Carpenter Performance Hall), and a 253-seat theater (Dupree Theater). The Arts Center’s four gallery spaces
offer more than 20 rotating exhibitions each year. The Main Gallery is a 3,800-square-foot art gallery space with
200 linear feet of wall space.

The Sculpture Garden was designed by Dallas-based landscape architect Mahlon Perry. It features permanent
installations by internationally renowned artists Jesús Moroles, Michael Manjarris and James Surls; the Irving
Centennial Mural, a monumental mosaic created by artist Francisco Mendoza with Irving youths and the recently
donated sculpture ’03 Democracy by John Brough Miller. The Sculpture Garden also features temporary exhibits of
sculptures by both regional and national artists, including the long-term loan of two sculptures by American artist
Reuben Nakian from the Hirshhorn Museum and Sculpture Garden in Washington, D.C.

The Arts Center’s year-round youth and family programming features story times, live performances, Saturday
School, afterschool art programs for middle and high school students, art and theatre camps in the summer, Family
Fundays and two free festivals, the Spring Art Adventure Fest and Holiday Open House. Over 15,000 children and
families are served by these programs annually.

The Arts Center is home to several arts organizations including Academy of Bangla Arts and Culture, Entertainment
Series of Irving, Irving Art Association, Irving Black Arts Council, Irving Chorale, Irving Symphonic Band, ICT
Main Stage, Irving Symphony Orchestra, Las Colinas Symphony Orchestra, Lyric Stage and the New Philharmonic
Orchestra of Irving. These organizations present events on a seasonal basis, in addition to periodic special events.

In 2007 the Irving Arts Center was named an affiliate of the Smithsonian Museum, becoming one of only 159
affiliates nationwide to earn the honor. This affiliation allows the Irving Arts Center opportunities to bring the
Smithsonian to our community with loans of artifacts, traveling exhibitions and special programs. In large part
because of this relationship, the Irving Arts Center will be one of a limited number of venues in the U.S. hosting the
blockbuster Genghis Khan: The Exhibition featuring treasures of 13th century Mongolia in late 2011. The exhibition
contains materials and artifacts from the Hmitage Museum in Russia and two historical Museums in Mongolia.

Transportation

The City is a growing and thriving residential, commercial, industrial, and entertainment area located approximately
six miles west of the Dallas Central Business District (CBD) and approximately 20 miles east of the Fort Worth
CBD. Several highways (SH 114, SH 161/President George Bush Turnpike (PGBT), SH 183, IH 635, and Loop
12) traverse the City and provide excellent access within the City and to the surrounding region. SH 183 is the
primary east/west corridor through Irving and links the City to the Dallas and Fort Worth CBD’s. Nearly ½ of
Dallas Fort Worth International Airport (DFWIA) is located within the western portion of Irving. This airport is a
key hub in the US system and provides rapid access to points in North America, Europe, and Asia. Access to the
airport is now provided by SH 183 (south entrance) and IH 635/SH 114 (north entrance). Dallas Area Rapid Transit
(DART) Light Rail Transit will connect the Dallas CBD with the DFWIA through the City with five rail stations
located within Irving. This final connection is planned to be complete in 2014. DART provides express bus, local
bus, commuter rail, park/ride, and para transit service to the City.

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The Diamond Interchange project (Loop 12/SH 114/ SH 183/Spur 482 Interchange) is a key element of the future
transportation improvements in the City. This project will not only rebuild a key north-south facility, but will also
rebuild the entire interchange around the former site of Texas Stadium. This interchange is the first step to
rebuilding Loop 12, SH 114, and SH 183. This project is also unique in that it is one of seven projects nation-wide
designated by the American Association of State Highway and Transportation Officials (AASHTO) for
environmental streamlining. Phase I of this project is scheduled for completion in 2013. The design for Phase II is
currently 65 percent complete, with right-of-way acquisition in progress in anticipation of its ultimate construction.
Rebuilding SH 183 is an important component of the long-term viability of the City. This project is now at the
point of developing the preliminary engineering and environmental assessment with significant involvement from
the residential and business interests in the corridor. The Texas Department of Transportation (TxDOT) has
acquired nearly 70 percent of the required right-of-way and demolished over 50 percent of the buildings necessary
to prepare this corridor for highway expansion. The TxDOT has awarded a $7 million Sound Mitigation Wall
project in advance of the highway expansion to construct the necessary noise mitigation protection for the City’s
residents. The sound walls will have a pleasing aesthetic appeal while serving the functional role of protecting the
city’s residents and neighborhoods.

President George Bush Tollway/SH161 has now been completed through Irving. This project completed a key link
between the North Dallas region and IH 30/Southwest Dallas County with plans to continue to connect to SH20 to
the south. The facility is tolled on the northern and southern portions, but the main lanes between Belt Line Road
and SH 183 remain non-tolled. A continuous frontage road system, which provides property access to the corridor
and a non-tolled alternative for local traffic, has been the impetus for a significant level of development.

DART is currently building a light rail transit (LRT) line through Irving into DFWIA. The City is seizing a key
opportunity to link land planning and transportation planning in the selection of station locations and in the allowed
land uses near the alignment. The extension to DFWIA provides increased transit access for citizens, provides an
alternative to traffic congestion (particularly in the SH 114 corridor), and encourages future growth near the
alignment. Key opportunity areas include the Las Colinas Urban Center, the University of Dallas, and the former
site of Texas Stadium. The City is uniquely situated on this rail line between DFWIA in the west and Love Field
Airport in the east. This reinforces the City’s already favorable location for air service. In conjunction with the
LRT design, DART is also developing alternatives for improvement to SH 114 in close cooperation with TxDOT.
Service on this LRT to the north Urban Center is expected to begin on December 31, 2011. Service on this LRT to
Belt Line Road is expected to begin on December 31, 2012. Service into DFWIA expected in 2014.

The Trinity Railway Express (TRE, an operating entity of DART) connects the Dallas and Fort Worth CBD’s, and
the City is served by two stations (South Irving Transit Center and West Irving Rail Station). This line provides
ready access to the Dallas Medical and Market Centers and CBD in the east and the DFWIA, North Richland Hills,
and the Fort Worth CBD in the West. Access to DFWIA is provided via bus transfer at the Centerport Station. The
City now worked with DART to grade separate several crossings and “quiet zone” the City through enhanced
crossings. These improvements enhanced surface transportation operations, and improved the quality of life for
local residents. The City continues to work closely with the Regional Transportation Council (RTC) in the
development of future infrastructure improvement planning and financing. The current mobility plan (Mobility
2025) is being updated to reflect 2030 conditions.

Parks and Recreation Department

The City of Irving Parks and Recreation Department plays a vital role in the community by providing a variety of
activities and facilities in its 61 park sites which total over 1,802 acres. The Department is actively developing
master plans for many park areas including renovation of existing facilities and development of new or previously
undeveloped park properties. The 1994 bond program provided $22.4 million and the 1999 bond program provided
$38.6 million for the acquisition of park land and the construction of new park facilities. In November 2006, voters
approved $69 million for park and recreation purposes.

Over the past several years, many major projects have been completed, with others currently under construction or
funded with plans to initiate construction soon.

Opening this past summer, the ADA Playground and Miracle League Softball Field is a unique jewel in the crown
of Irving’s public amenities. Certainly a one-of-a-kind treehouse themed ADA accessible park is complimented by a
Miracle League Field created specifically for children with special needs. This project will begin to serve the play
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and sports activities for Irving's special needs population. The playground will also be available to able bodied
children and allow both able bodied and special needs children to play together.

The Twin Wells Golf Course provides recreation activities for thousands of Irving residents. The golf course was
completed in the fall of 1988. Since its opening in September of 1988 the course has played over 1,024,076 rounds
of golf.

The Athletic Complex at Trinity View Park continues to receive new development and renovation leading to
completion of the approved master plan. A beautiful 4-field adult softball complex was opened in the summer of
1989. Five soccer fields have been improved, irrigated and lighted. Two (2) youth baseball fields were completed
in the spring of 1998 bringing the total to six (6) new youth baseball fields completed since 1990 along with the
renovation of the turf on three (3) existing fields, providing quality grass infields. In addition, four (4) new youth
football fields are complete providing top quality fields for the football program. The 1994 bond program funded a
new restroom for baseball which was the last item on the master plan.

Neighborhood Parks continue to receive upgrades as part of the 1994 Bond Program. Playgrounds were renovated
at Sunrise, Southwest, Cottonwood Creek, Victoria, Nichols, Hurwitz, Lee and Fritz Park since 1997. The
renovation of the playgrounds in the older parks has allowed Irving to meet the new and upgraded playground
requirements. The renovations included rubber surfacing to meet the ADA requirements and state of the art play
equipment to meet the new CPSC and ASTM guidelines. These upgrades enhance the neighborhood parks, which
are the cornerstone of the City's park system and raise the level of service being delivered on a neighborhood level.
The addition of Shady Grove Trails Park, Rose Meadows Park, North Lake Ranch Park, Running Bear Park, and
Mountain Creek Park continue to enhance the city’s park system.

Lee Park Recreation Center was built in 1965 and the 1991 master plan was developed to guide the renovation and
expansion. The 1994 bond program provided $2.6 million for the project and the expansion and renovation of the
facility began in 1998. The renovation was completed and the building was dedicated in November 2000. The
recreation center was expanded to 24,600 square feet and includes amenities such as a second volleyball gym,
racquetball courts and a new fitness center to serve the citizen's needs.

Mustang Park Recreation Center was funded in 1994 using a 2.5 million dollar bond program. This recreation
center is in the Hackberry Creek Area of North Irving. It is approximately 18,500 square feet and the center
features a gymnasium, teen center, preschool area, large classroom, kitchen restrooms, locker rooms and a state of
the art fitness center. The building opened in 2002.

Trinity View Park Group Picnic Pavilion was completed in 1992 and accommodates groups of 60-100 for events
such as company picnics, family reunions or special events. The facility is nestled into a wooded site, which
provides an outstanding setting for this passive activity. The reservations for the facility have continued to rise as
the reputation of the fine facility has spread.

Fritz Park Erosion Control Project was funded under the 1994 Bond Program. The project was designed to turn the
Delaware Creek erosion problems through Fritz Park, into an asset in the park. The proposed solutions for the
project combine sound engineering principals with aesthetics to enhance the beautiful park setting. The
improvements cost $1.84 million and include decorative modular block retaining walls, natural stone retaining
walls, construction of an amphitheater, a small pond, two waterfalls and a new pedestrian bridge. Construction was
completed in the fall of 2000.

Cimarron Park is the first major park acquired in the North Irving community of Valley Ranch. The 12-acre park is
adjacent to Tom Landry Elementary School and the park improvements were completed in early 1996. The park
includes a pavilion, playground, 2 tennis courts, 2 basketball courts, a ¾ mile walking trail, and the addition of over
100 trees. The 19,000 square foot recreation center was opened in June of 1998 and provides the first indoor
recreation opportunities for the far northern communities.

The 1999 bond program funded the construction of Cimarron Park Aquatic Center in the southeast corner of the
site. The $3.5 million outdoor swimming center is the first outdoor pool built in Irving since 1979 and will be the
only city pool north of Hwy. 114. The project includes a 10,000 square foot main pool with a zero depth entry and
a water play unit. There is a separate toddler pool, double flume water slide, five lap lanes, numerous shade
structures, concession stand and bath houses. The facility opened May 24, 2008.
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The Three Municipal Pools operated by Irving were renovated during the 1980's. These enhancements resulted in
an increase of attendance. During the steady rise in attendance, the department implemented a rigorous safety
program to protect each and every pool patron.

Shady Grove Trail Park is a 13-acre park, which was donated to the City by Bluebonnet Savings in 1994. The Park
was planned by the Park Planning Division and constructed by the City employees on the Park Construction Crew.
Park staff completed the installation of two play units, four picnic shelters, basketball court and an eight-foot wide,
½ mile concrete walking trail. The park also included a history plaza to document the history of Shady Grove Trail,
a pioneer trail that ran through the park site in the 1800's. The park was dedicated for public use in November of
1998. This is the first park entirely developed by the Park Construction Crew and resulted in estimated savings of
over $200,000 by not having to contract out the development. Both Texas Recreation and Parks Society and Dallas
County Historical Commission have recognized the park design as innovative.

A partnership with Irving Independent School District has resulted in the development of three neighborhood parks
on elementary school campuses. The three campuses are Lively Elementary, A.S. Johnston Elementary and Sally B
Elliott Elementary. These parks were developed in sections of the City, which are deficient in neighborhood park
acreage, but completely built-out. There was no vacant land for the Department to acquire for neighborhood parks
and therefore the partnership was formed to make better use of publicly owned property. The Parks naturally are
small; approximately 2 acres of development such as play equipment, picnic facilities, basketball courts and sandlot
ball fields. The parks are restricted to school usage during normal school hours for safety reasons. The parks are
available to the public after school, weekends and summers. The parks have proven to be very popular and well
received by the neighbors.

Campión Trails is a 22-mile greenbelt along the Elm and West Forks of the Trinity River from Valley Ranch south
to Running Bear Park. This trail system will provide unique recreational activities for the citizens of Irving.
Campión Trails will be a key link in a regional greenbelt along the Trinity River corridor called the Trinity Trail
System. This greenbelt will eventually include 22 miles of 12' wide concrete primary trails, over 20 miles of
secondary trails, and nine park nodes along the greenbelt. The greenbelt will eventually provide recreation trails for
bicycling, walking, bird watching and other eco-tourism activities, hiking and equestrian uses. There are areas of
native bottomland hardwoods, which will be preserved for benefit of future generations and the environment. This
area of the greenbelt provides a unique natural setting for Irving's citizens in the middle of an urban environment.
Since 1997 the Department has completed over seven (7) miles of concrete (5 miles of primary trial in the Las
Colinas area, and 2 miles in the southern section.) The completed trail runs through Bird's Fort Trail, California
Crossing Park, Spring Trial Park, Keenan's Crossing Park, TW Richardson Grove and currently terminates in Sam
Houston Trail Park with pedestrian access across the levee into Valley Ranch.

Construction is completed on the 1.5 mile Twin Wells Park to Trinity View Park primary trail extension which
opened in October 2010. This extension of the primary trail is part of the southern section of Campión Trails. This
segment ties into the existing 2 mile primary trail at Mountain Creek Preserve and extends through Twin Wells Park
into Trinity View Park making the entire southern section 3.5 miles in length. This additional trail cost $1.1 million
and was funded with a $1.5 million Trail Grant from Dallas County Open Space Program. The remaining $400,000
from this grant will fund an extension of the trail northward from Trinity View Park into River Hills Park. This will
add another ½ mile of trail and make the southern section a total of 2 miles. This River Hills Park Extension will be
completed in the spring of 2011.

The City received another $1.3 million in a 2010 trail grant from Dallas County Open Space Program which is
funding the 1.5 mile Valley Ranch Extension of the primary trail on the northern segment of Campión Trails. The
Valley Ranch Segment will be the very northern end of Campión Trails and will include a second levee crossing
into the Valley Ranch Development in the area of Cimarron Trail. This northern most segment will include the 12
wide primary trail, a ½ mile turn around loop trail and the entire trail is located within Sam Houston Trail Park.
Construction started on this segment and the trail is expected to be completed by the spring of 2011.

City Staff is currently working on an implementation plan to finish the remaining primary trail of Campión Trail for
the entire 22 mile corridor within three years. City Staff is currently working on preliminary plans for the western
extension of the southern segment, which will run from Mountain Creek Preserve westward, under MacArthur
Boulevard, over to Running Bear Park. This western segment will tie into the existing trail constructed by Grand
Prairie and will be the next primary trail section to be constructed beginning in late 2010. The third and final
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segment of Campión will be the center portion of the trail corridor, around Texas Stadium, which will connect the
northern and southern trail segments. Construction to the last segment is projected to start in 2011.

Mountain Creek Preserve is a 54-acre park leased from Dallas County in the southern portion of the City adjacent to
Twin Wells Park. Phase III of Campión Trails is complete in MCP and was funded through a $500,000 matching
development grant from Texas Parks and Wildlife Department. The total development budget for the project is
$1,000,000 and includes one mile of primary trail, picnic pavilion, two river overlooks, playground area, basketball
court, horseshoes, sandlot athletic fields, secondary nature trails, paved parking, canoe launch, fishing access and
equestrian activities. The park opened in the fall of 2000.

Northwest Park Recreation Center was originally built in 1968 and the $2.4 million redevelopment of the center was
included in the 1994 bond program. Due to structural problems the old 11,000 SF building had to be demolished.
The new building was dedicated in November 2002, expanding programming space to 16,000 square feet. The
building includes classrooms, gymnasium, fitness center, pre-school room, teen center, restrooms with locker rooms
and showers.

Irving Soccer Complex, located near the airport, has 13 soccer fields. The City acquired 22 acres to increase
Harrington Park to 47 acres and provide enough space for the Soccer Complex. The $3.050 million from the 1999
bond program provided tournament quality youth soccer fields for the Irving Soccer Association. There are fields
for all youth age groups and the complex includes a restroom building, concession building, group pavilion, large
pedestrian plaza, playground, concrete entry drive, park roads and parking for over 500 cars. The complex also
includes its own shop to house the dedicated maintenance staff. The fields are irrigated and soil was imported to
ensure top quality turf for the fields. The complex hosted league play for the first time in the fall of 2003.

The Heritage Senior Center was funded by $7.5 million included in the 1999 Bond Program. The Senior Center is
located in the Heritage District on a 6-acre park at Second and Jefferson Streets. The project included a 29,000
square foot senior center and a 10,000 square foot indoor natatorium. The “dry side” of the center features a fitness
center, 7,000 SF ballroom, billiards room, dining room for 122 people, large kitchen, computer lab with 21 stations,
three multi-purpose classrooms, craft room, multi-media living room and administrative spaces. There is an outdoor
plaza for activities and classes. The natatorium includes a 7,000 SF pool, double flume slide, and current channel,
hot tub for 12 people, dressing rooms and first-aid room. The entire site is landscaped and irrigated to provide a
first class facility for the seniors. The center provides a variety of recreational activities as well as services such as
transportation and daily lunch program.

Centennial Park is a $2.8 million dollar development at the entry into the Heritage District, commemorated Irving's
100th Birthday. The park, along Delaware Creek, provides a Centennial sculpture of the City's founding fathers, a
history wall highlighting numerous significant events in Irving’s history, a magnificent pavilion for group outings,
and a replica of a pioneer cabin and winding trails through wildlife inhabited woodlands. The park was dedicated as
one of the major events in Irving’s Centennial Celebration on October 4, 2003. In December 2007, the city’s
holiday extravaganza was expanded to include a light display at Centennial Park.

Lively Pointe Youth Center and Lively Pointe Skate Park has become the hub for youth and teen activities. The
skate park is a 20,000 SF concrete skate park with a Flow Bowl and Street Skate Plaza. The skate park was funded
with $725,000 from the 1999 bond program and opened in May of 2007. The Lively Pointe Youth Center is a
$2,000,000 renovation and expansion funded in the 1999 bond program. The building was extensively renovated to
house the teen programs including spaces such as a game room, computer game room and lab, classrooms, craft
room, fitness center, television room and snack cantina. The project also included the addition of a gymnasium to
make the overall size of the building approximately 24,000 square feet. Construction began in the summer of 2007,
and the facility was dedicated September 9, 2008.

North Lake Ranch Park is a $600,000 park funded through the 1999 bond program, and was dedicated in May 2007.
The 12 acre park is the second largest park in Valley Ranch and includes a group picnic shelter, two play units, half-
court basketball court, ¼ mile walking trail, large open sand lot play field. The park is irrigated and landscaped.
The park is designed in a western ranch theme and includes a large ranch gateway entry and a 22 car parking lot.
The park also includes public art, which is a 9’ tall by 10’ wide plate steel silhouette of a cowboy walking his horse.

Tim Markwood Park is a 8.9 acre neighborhood park designated to accommodate the residents within a ½ mile
walking distance. The park is long and linear with more dense vegetation near the center of the park. The $800,000
A-9
project includes neighborhood park amenities such as small playground with shade structure, swings, small picnic
shelter, concrete walking trail, drinking fountain, shade and ornamental trees, turf landscaping with irrigation,
benches and security lighting. The park has two nodes of development, one on the east end adjacent to MacArthur
and one near the middle in a small meadow. The park will is linked from Rogers Road to MacArthur with a linear
concrete walking trail. The main development is located on the MacArthur end of the site and this development
includes the playground, picnic shelter and park signage linked with a small walking loop.

The Dog Park is a $275,000 park based on a design which includes off-leash enclosed play areas, including separate
areas for large and small dogs. Both enclosed play areas have been divided into two sections to provide an
opportunity to promote uniform turf. Dividing the play area into two areas will allow a rotation to keep the grass
from being worn down. Each play area includes additional shade structures, shade trees and a range of amenities
such as a dual-function drinking fountain for owners and dogs, seating areas, fire hydrants, trash receptacles and
large Millsap Boulders for the dogs to climb on. The double gated entry areas are aligned to allow for access to
both of the divided areas through one gate. Each play area also includes a walkway to the shade structure to allow
for disabled accessibility. The facility will be irrigated and bermuda sod will provide a resilient ground cover.

Veterans Memorial Park is a $3,000,000 project and a tribute to all the Irving residents who have served our
country in the armed forces. The entire project is designed to respectfully commemorate the ultimate sacrifices
made by Irving residents. The main focus of the project is a Memorial Wall which includes the names of Irving
residents whom have given their lives in the line of duty. There is a paved plaza located in front of the memorial
wall which includes a granite map of the world. The plaza will also be the location of history walls which document
the major conflicts since Irving was founded in 1903. The walls have granite story boards which tell stories of the
contributions of Irving residents in that particular conflict. In front of each wall is a bronze statue (5 total) depicting
a soldier from each of the five branches of the service. The plaza fronts on a large water basin which feeds a
fountain and a series of waterfalls down to the main plaza. The project includes a series of battalion walls which
will include the donor granite pieces.

ADA Playground is a $1,800,000 project that provides a fully accessible playground by incorporating access ramps
and using wider connector ramps between the various playground amenities. The theme of the playground will be
tree houses and there will be four separate tree houses designs. These are being designed to look like a traditional
tree house built on a large tree trunk. The playground includes over 50 play events and will accommodate
approximately 200 children. The playground includes many different play events such as slides, net climbers, game
and play panels. There are also 6 swings as part of the playground including four specialized handicapped swings
and two tot swings.

The project also includes the development of a “Miracle League Field”, which is a fully accessible baseball field to
allow special needs children to participate in baseball. This field is a scaled down version of a regular baseball field
including backstop, dugouts and outfield fences. The field is short with the outfield fences being approximately 110
feet from home plate. The entire field is a poured in place rubber surfacing to protect the players if they should fall.

West Irving Aquatic Center is the latest family oriented water park to open in Irving. The $4.2 million aquatic
facility is located west of Belt Line Road at 3701 Conflans Road. This is Irving's second family water park. The
facility includes a zero entry splash pool with a water playground and a current channel, two water slides, a 7 lane
25 yard lap pool with handicapped ramps and a climbing wall. There is a water fall out of the lap pool onto a wet
deck that connects to the splash pool. There is a separate toddler pool with a small water playground. The toddler
pool is completely covered by a shade structure to keep the young kids cool. The pool has numerous shade
structures with shaded seating areas for the patrons. The bath house includes locker rooms, concession stand, first
aid room, guard room and staff offices. The pool opened in the middle of June and during the 11 week swim
season, the aquatic center hosted more than 95,000 visitors.

Design work is completed on the Northwest and Southwest Park Sprayground Projects. These two projects
represent a new aquatic amenity to the City of Irving Park System. These zero-depth splash pad developments will
be available for youth and adults whom enjoy playing in water jets and spray nozzles. The two sprayground
developments will include ground mounted spray jets, pole mounted spray nozzles and tall dump and spray poles.
These two facilities will be open for a longer season, beginning as soon as it warms up in March and operating until
it becomes too cold in October or November. These aquatic facilities will recapture the water, filter and treat the
water making these low water usage and low impact operations. Both sprayground projects will be ready for use in
the summer of 2011.
A-10
After School Program – The Irving Parks and Recreation Department provides an after school recreation program
from 3 to 6 p.m. at Cimarron Park Recreation Center, Lee Park Recreation Center, Mustang Park Recreation
Center, Northwest Park Recreation Center, Senter Park Recreation Center and Georgia Farrow Recreation Center at
West Park.

The citizens of Irving heavily use recreation facilities. The City is fortunate to have six full time recreation centers,
two part-time recreation centers, three outdoor swimming pools, one family aquatic center, two year-round pools -
one Natatorium (jointly used with North Lake College), and one located adjacent to the senior activity center, one
senior activity center, one youth center, seven racquetball courts, 38 lighted tennis courts, 24 softball and baseball
fields, 28 soccer fields and three football fields to meet the broad spectrum of activity demands. In 2008, over
160,000 participated in recreational activities/programs, and over 99,600 participated in aquatic activities.

These facilities provide the infrastructure for year-round programming, including, volleyball, basketball,
gymnastics, track and field, synchronized swimming, scuba diving, spring board diving, canoeing and many other
fine athletic events. A Summer Sensation day camp is also provided each summer.

Therapeutic services are provided for citizens requiring specialized programs at Lively Pointe Youth Center.
Special events play a major role in family oriented activities for Irving Citizens. The largest event is the annual July
4th Celebration, which is an old fashioned traditional parade allowing citizens and groups the opportunity to enter
their own float. Thousands of citizens come out and enjoy the parade, food and activities at Heritage Park.

The spring and summer seasons are highlighted by the Annual Kid's Fair held at the Georgia Farrow Recreation
Center; the Cinco de Mayo held in May at Senter Park Recreation Center; the One Act Play Competition held at
Carpenter Performance Hall in July, which in 2008 celebrated its forty-fourth year. The Irving Summer Games
concludes the Summer Special Events by providing athletic competition for youth and teens ages 11-18 years old. In
2008, 355 young people participated in the weeklong competition held the first week of August. The winter season
features the annual Irving Special Christmas Program that kicks off the holiday season for the City of Irving.
Special guests include the Mayor, City Council, and the arrival of Santa Claus. A number of fun activities for the
entire family are also available. The youth services area provides special events geared towards youth and teens.
Four programs, the Underwater Easter Egg Hunt, Friday Nite Live, Bioblitz and Corporate Spelling Bee have
received statewide recognition.

A Tribute to Martin Luther King, another winter favorite, is held annually at the Irving Arts Center. The event
includes performances by various musical or theatrical talents in recognizing the contributions of Martin Luther
King to our country. This event received state and national recognition. Fall Festivals are also offered in October
by the recreation centers, providing a safe and wholesome Halloween experience for the entire family.

A-11
APPENDIX B

EXCERPTS FROM THE

CITY OF IRVING, TEXAS

ANNUAL FINANCIAL REPORT

For the Year Ended September 30, 2009

The information contained in this Appendix consists of excerpts from the City of
Irving, Texas Comprehensive Annual Financial Report for the Year Ended
September 30, 2009, and is not intended to be a complete statement of the City's
financial condition. Reference is made to the complete Report for further
information.
APPENDIX C

FORM OF BOND COUNSEL'S OPINIONS


23

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3770


Recommending Department: Financial Services LSR No:

Ordinance -- Amending and Restating Ordinance No. 2010-9220 Providing


for the Issuance of City of Irving, Texas, Waterworks and Sewer System
New Lien Revenue Refunding and Improvement Bonds, Series 2011, in an
Aggregate Principal Amount Not to Exceed $76,000,000; Providing for the
Award of the Sale Thereof in Accordance with Specified Parameters;
Authorizing the Execution and Delivery of Bond Purchase Agreement
Relating to Such Bonds; Authorizing the Execution and Delivery of a
Paying Agent/Registrar Agreement, a Disclosure Counsel Engagement
Letter and an Escrow Agreement; Approving the Official Statement and
Enacting Provisions Incident and Relating to the Subject and Purposes of
This Ordinance
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The pricing deadline for the original Ordinance approved November 11,
2010 expired on January 31, 2011. The amended and restated Ordinance extends
the pricing deadline to June 30, 2011 as staff continues to monitor interest rates.
There are no other changes proposed in this Ordinance.
3. The Ordinance provides the issuance of new money in an amount not to exceed
$28,000,000. The Ordinance also allows for refunding of existing revenue bond
debt in an amount not to exceed $48,000,000 with a minimum Present Value
savings (PV) of 4% which translates to approximately $2.1 million. The current
average interest rate on the outstanding bonds is 5%. After refinancing, the
average interest rate will be approximately 3.17%.
4. If approved, funding from the negotiated sale should be received before the end of
the year.

Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: Yes • Review Completed By: Karen Brophy
• Previous Action: N/A • Council Action: N/A
• .

ATTACHMENTS:

Packet Pg. 196


23

• Exhibit A - WS Rev Bond Sale (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/5/2011 09:21 AM by Brad Duff
Last Updated: 1/27/2011 10:19 AM by Brad Duff

-2-
Packet Pg. 197
23

ORDINANCE NO. (ID # 3770)

Ordinance Attached

-1-
Packet Pg. 198
23.a

WATER AND SEWER SYSTEM CIP PROGRAM


Revenue Bond Funding
$27,050,000
Revised
Project Amount

Water Improvement Projects


Lake Chapman Pipeline Booster Pump Station design $ 2,000,000
Water Main Replacements $ 8,400,000

Attachment: Exhibit A - WS Rev Bond Sale (3770 : 8 Amended Revenue Bond Sale Ordinance)
Northgate Pump addition $ 750,000
Tanks and Security $ 2,000,000
System Expansion Projects $ 5,500,000
Water Total: $ 18,650,000

Sanitary Sewer Improvement Projects


Sanitary Sewer Main Replacements $ 8,400,000

Sanitary Sewer Total: $ 8,400,000

Total Water & Sewer System CIP Program $ 27,050,000

Packet Pg. 199


BOND ORDINANCE No. ______

AMENDING AND RESTATING ORDINANCE No. 2010-9220

CITY OF IRVING, TEXAS

WATERWORKS AND SEWER SYSTEM NEW LIEN REVENUE

REFUNDING AND IMPROVEMENT BONDS

SERIES 2011

Adopted: February 3, 2011

711492v.2 IRV450/71026
TABLE OF CONTENTS

ARTICLE I

DEFINITIONS, FINDINGS AND INTERPRETATION

Section 1.01 Definitions................................................................................................................3


Section 1.02 Findings....................................................................................................................6
Section 1.03 Table of Contents, Titles and Headings. ..................................................................6
Section 1.04 Interpretation. ...........................................................................................................6

ARTICLE II

SECURITY FOR THE BONDS

Section 2.01 Security for the Bonds. ............................................................................................7


Section 2.02 Limited Obligations. ................................................................................................7

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS

Section 3.01 Authorization. ..........................................................................................................7


Section 3.02 Date, Denomination, Maturities, Numbers and Interest. .........................................7
Section 3.03 Medium, Method, Place of Payment and Unclaimed Payments. .............................8
Section 3.04 Control, Execution and Initial Registration. ............................................................9
Section 3.05 Ownership. .............................................................................................................10
Section 3.06 Registration, Transfer and Exchange. ....................................................................10
Section 3.07 Cancellation and Authentication. ...........................................................................12
Section 3.08 Temporary Bonds...................................................................................................12
Section 3.09 Replacement Bonds. ..............................................................................................13
Section 3.10 Book Entry Only System. ......................................................................................14
Section 3.11 Successor Securities Depository; Transfer Outside Book Entry Only System......15
Section 3.12 Payments to Cede & Co. ........................................................................................15

(i)
711492v.2 IRV450/71026
ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.01 Limitation on Redemption. ....................................................................................15


Section 4.02 Optional Redemption. ............................................................................................15
Section 4.03 Mandatory Sinking Fund Redemption. ..................................................................16
Section 4.04 Partial Redemption.................................................................................................16
Section 4.05 Notice of Redemption to Owners. .........................................................................17
Section 4.06 Payment Upon Redemption. ..................................................................................17
Section 4.07 Effect of Redemption. ............................................................................................17
Section 4.08 Lapse of Payment. ..................................................................................................18
Section 4.09 Conditional Notice of Redemption. .......................................................................18

ARTICLE V

PAYING AGENT/REGISTRAR

Section 5.01 Appointment of Initial Paying Agent/Registrar. ....................................................18


Section 5.02 Qualifications. ........................................................................................................18
Section 5.03 Maintaining Paying Agent/Registrar. ....................................................................18
Section 5.04 Termination. ...........................................................................................................19
Section 5.05 Notice of Change to Owners. .................................................................................19
Section 5.06 Agreement to Perform Duties and Functions.........................................................19
Section 5.07 Delivery of Records to Successor. .........................................................................19

ARTICLE VI

FORM OF THE BONDS

Section 6.01 Form Generally. .....................................................................................................19


Section 6.02 Form of the Bonds. ................................................................................................20
Section 6.03 CUSIP Registration................................................................................................26
Section 6.04 Legal Opinion. .......................................................................................................26
Section 6.05 Bond Insurance. .....................................................................................................26

(ii)
711492v.2 IRV450/71026
ARTICLE VII

CREATION OF FUNDS AND ACCOUNTS, INITIAL DEPOSITS AND APPLICATION OF


MONEYS

Section 7.01 Creation of Funds. ..................................................................................................27


Section 7.02 Initial Deposits. ......................................................................................................27
Section 7.03 System Fund...........................................................................................................27
Section 7.04 Priority of Transfers to Funds. ...............................................................................28
Section 7.05 New Lien Interest and Sinking Fund. ....................................................................28
Section 7.06 New Lien Reserve Fund.........................................................................................28
Section 7.07 Deficiencies in Funds. ............................................................................................30
Section 7.08 Surplus Revenues. ..................................................................................................31
Section 7.09 Security of Funds. ..................................................................................................31
Section 7.10 Construction Fund. .................................................................................................31
Section 7.11 Excess Bond Proceeds. ..........................................................................................31

ARTICLE VIII

ADDITIONAL NEW LIEN BONDS

Section 8.01 Additional New Lien Bonds Generally..................................................................31


Section 8.02 Conditions Precedent to Issuance of Additional New Lien Bonds. .......................32
Section 8.03 Additional New Lien Bonds Reserve Fund Requirement......................................33
Section 8.04 New Lien Bonds. ...................................................................................................33
Section 8.05 No Further Issuance of Senior Lien Bonds. ...........................................................33

ARTICLE IX

INVESTMENTS

Section 9.01 Investment of Funds...............................................................................................33


Section 9.02 Investment of Escrow Account. .............................................................................34

(iii)
711492v.2 IRV450/71026
ARTICLE X

PARTICULAR REPRESENTATIONS AND COVENANTS

Section 10.01 Making and Collecting Rates and Charges. ...........................................................34


Section 10.02 Maintenance and Operation of System; Insurance. ...............................................34
Section 10.03 Records and Accounts............................................................................................35
Section 10.04 System Fiscal Year. ...............................................................................................35
Section 10.05 Other Representations and Covenants. ..................................................................35
Section 10.06 Provisions Concerning Federal Income Tax Exclusion. ........................................36
Section 10.07 No Private Use or Payment and No Private Loan Financing.................................37
Section 10.08 No Federal Guaranty. .............................................................................................37
Section 10.09 Bonds are not Hedge Bonds. ..................................................................................37
Section 10.10 No Arbitrage Covenant. .........................................................................................37
Section 10.11 Arbitrage Rebate. ...................................................................................................37
Section 10.12 Information Reporting. ..........................................................................................38
Section 10.13 Continuing Obligation. ..........................................................................................38

ARTICLE XI

DEFAULT AND REMEDIES

Section 11.01 Default and Remedies. ...........................................................................................38

ARTICLE XII

DISCHARGE

Section 12.01 Discharge. ..............................................................................................................39

ARTICLE XIII

SALE AND DELIVERY OF BONDS

Section 13.01 Sale of Bonds, Official Statement. .........................................................................39


Section 13.02 Control and Delivery of Bonds. .............................................................................42

(iv)
711492v.2 IRV450/71026
ARTICLE XIV

CONTINUING DISCLOSURE UNDERTAKING

Section 14.01 Annual Reports. .....................................................................................................42


Section 14.02 Notice of Material Events. .....................................................................................43
Section 14.03 Limitations, Disclaimers and Amendments. ..........................................................44
Section 14.04 Amendment to Article XII in Certain Events. .......................................................45

ARTICLE XV

PAYMENT OF OBLIGATIONS; REDEMPTION OF BONDS; APPROVAL OF ESCROW


AGREEMENT; PURCHASE OF FEDERAL SECURITIES

Section 15.01 Payment of Paying Agency. ...................................................................................45


Section 15.02 Escrow Agreement. ................................................................................................45
Section 15.03 Purchase of Federal Securities. ..............................................................................46
Section 15.04 Redemption and Payment of Refunded Bonds. .....................................................46
Section 15.05 Notice of Deposit and Redemption. .......................................................................46

ARTICLE XVI

AMENDMENTS

Section 16.01 Amendments. .........................................................................................................46

Schedule I – Schedule of Refunded Bond Candidates................................................................. S-1

Exhibit A - Description of Annual Disclosure of Financial Information ................................... A-1

(v)
711492v.2 IRV450/71026
AN ORDINANCE AMENDING AND RESTATING
ORDINANCE NO. ________ PROVIDING FOR THE
ISSUANCE OF CITY OF IRVING, TEXAS, WATERWORKS
AND SEWER SYSTEM NEW LIEN REVENUE REFUNDING
AND IMPROVEMENT BONDS, SERIES 2011, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$76,000,000; PROVIDING FOR THE AWARD OF THE SALE
THEREOF IN ACCORDANCE WITH SPECIFIED
PARAMETERS; AUTHORIZING THE EXECUTION AND
DELIVERY OF BOND PURCHASE AGREEMENT RELATING
TO SUCH BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT/REGISTRAR
AGREEMENT, A DISCLOSURE COUNSEL ENGAGEMENT
LETTER AND AN ESCROW AGREEMENT; APPROVING
THE OFFICIAL STATEMENT AND ENACTING PROVISIONS
INCIDENT AND RELATING TO THE SUBJECT AND
PURPOSES OF THIS ORDINANCE

WHEREAS, the City of Irving previously approved and adopted Ordinance No. ______
authorizing the issuance of bond payable from a first lien on and pledge of the Pledged Revenues
(as defined in the New Lien Bond Ordinance) of the City’s Waterworks and Sanitary Sewer
System (the “System”);and

WHEREAS, the City now desires to amend and restate Ordinance No. ______ to amend
Section 13.01 to extend the delegation of authority contained in that section until June 30, 2011;
and

WHEREAS, the City of Irving, Texas (the “City”) has previously issued its water and
sewer revenue bonds (hereinafter defined as the “Outstanding Bonds”), payable from a first lien
on and pledge of the Pledged Revenues of the City’s Waterworks and Sanitary Sewer System;
and

WHEREAS, the City Council of the City (the “City Council”) has determined to issue its
City of Irving, Texas Waterworks and Sewer System New Lien Revenue Refunding and
Improvement Bonds, Series 2011, in the aggregate principal amount not to exceed $76,000,000
payable from secured by a lien on and pledge of the Pledged Revenues of the System; and

WHEREAS, the City Council of the City has found and determined and does hereby find
and determine that additional improvements and extensions of the System should be made; and

WHEREAS, the City Council hereby finds and determines to refund certain of its
Outstanding Bonds from the list of Refunded Bond Candidates (defined herein) as described on
Schedule I attached hereto (the “Refunded Bonds”), and incorporated herein by reference for all
purposes; and

WHEREAS, Chapter 1207, Texas Government Code (“Chapter 1207”), authorizes the
City to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other

711492v.2 IRV450/71026
available funds or resources, directly with a place of payment (paying agent) for the Refunded
Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Bonds;
and

WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City
and such bank may agree, provided that such deposits may be invested and reinvested only in
direct obligations of the United States of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the United States of America, and which
shall mature and bear interest payable at such times and in such amounts as will be sufficient to
provide for the scheduled payment or prepayment of the Refunded Bonds; and

WHEREAS, The Bank of New York Mellon Trust Company, National Association,
Dallas, Texas is a commercial bank which does not act as depository for the City and the Escrow
Agreement hereinafter authorized constitutes an escrow agreement of the kind authorized and
permitted by said Chapter 1207; and

WHEREAS, the City Council hereby finds and determines that the refunding of the
Refunded Bonds contemplated in this Ordinance will benefit the City by providing a gross
savings of debt service payable by the City in an amount to be certified in the Pricing Certificate
(defined herein) and that such benefit is sufficient consideration for the refunding of the
Refunded Bonds and is in the best interest of the City; and

WHEREAS, the revenue improvement and refunding bonds hereinafter authorized are to
be issued and delivered pursuant to Chapters 1207, 1371 and 1502, Texas Government Code,
and in accordance with the general laws of the State of Texas; and

WHEREAS, pursuant to Chapters 1371 and 1207, Texas Government Code, as amended,
the City has found and determined that the Bonds herein authorized shall mature on the dates,
bear interest at the rates and have such other terms and provisions specified in a Pricing
Certificate within the parameters set forth in this Ordinance; and

WHEREAS, the City is authorized to issue and deliver the bonds hereinafter authorized
in a single series; and

WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law and the 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, THAT:

2
711492v.2 IRV450/71026
ARTICLE I

DEFINITIONS, FINDINGS AND INTERPRETATION

Section 1.01 Definitions.

Unless otherwise expressly provided or unless the context clearly requires otherwise, in
this Ordinance, the following terms shall have the meanings specified below:

“Additional New Lien Bonds” means the additional parity revenue bonds permitted to be
issued by Section 8.01 of this Ordinance.

“Bondholder” or “Holder” or “Owner” means the person who is the registered owner of a
Bond or Bonds.

“Bonds” means the bonds authorized to be issued by Section 3.01 of this Ordinance.

“Bond Date” means the date designated as the date of the Bonds by Section 3.02(a) of
this Ordinance.

“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.

“Chief Financial Officer” means the Chief Financial Officer of the City, Max Duplant.

“Closing Date” means the date of the initial delivery of and payment for the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, including the regulations
and published rulings thereunder.

“Credit Facility” means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on governmental obligations,
provided that a rating agency having an outstanding rating on such obligations would rate such
obligations which are fully insured by a standard policy issued by the issuer in its two highest
generic rating categories for such obligations; and (ii) a letter or line of credit issued by any
financial institution, provided that a rating agency having an outstanding rating on the Bonds
would rate the Bonds in its two highest generic rating categories for such obligations if the letter
or line of credit proposed to be issued by such financial institution secured the timely payment of
the entire principal amount of the Bonds and the interest thereon.

“Debt Service” means, as of any particular date of computation, with respect to any
obligations and with respect to any period, the aggregate of the amounts required to be paid or
set aside by the City as of such date or in such period for the payment of the principal of,
premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the
case of obligations without a fixed numerical rate, that such obligations bear, or would have
borne, interest at a rate equal to the greater of: (i) the actual rate in effect on the date of
calculation, (ii) the average variable rate for the 12 months preceding the date of calculation if

3
711492v.2 IRV450/71026
the outstanding obligations were subject to a variable rate during such 12 month period or (iii)
(1) if interest on the indebtedness is excludable from gross income under the Code, the most
recently reported Bond Buyer Revenue Bond Index rate as of the date of computation (or a
comparable index if this index does not exist on such date), plus 50 basis points, or (2) if interest
is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable
maturities, plus 50 basis points; and further assuming in the case of obligations required to be
redeemed or prepaid as to principal prior to maturity, the principal amounts thereof will be
redeemed prior to maturity in accordance with the mandatory redemption provisions applicable
thereto.

“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Dallas, Texas, 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.

“DTC” shall mean The Depository Trust Company of New York, New York, or any
successor securities depository.

“DTC Participant” shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.

“EMMA” means the Electronic Municipal Market Access System.

“Escrow Agent” means The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas.

“Escrow Agreement” means the Escrow Agreement by and between the Escrow Agent
and the City.

“Escrow Fund” means the fund referred to in Sections 7.02 and 15.02 of this Ordinance
and established by the Escrow Agreement to hold cash and securities for the payment of
principal and interest on the Refunded Bonds.

“Event of Default” means any Event of Default as defined in Section 11.01 of this
Ordinance.

“Gross Revenues” means all of the revenues of every nature received through the
operation of the System.

“Initial Bond” means the initial Bond specified in Section 3.04(d) hereof.

“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
February 15 and August 15 as designated in the Pricing Certificate.

“MSRB” means the Municipal Securities Rulemaking Board.

4
711492v.2 IRV450/71026
“Net Revenues” means the Gross Revenues less the Operation and Maintenance
Expenses.

“New Lien Bonds” means collectively, the Bonds, the Previously Issued New Lien Bonds
and any Additional New Lien Bonds issued pursuant to Section 8.01 hereof.

“New Lien Interest and Sinking Fund” means the City of Irving, Texas, Waterworks and
Sewer System New Lien Revenue Bond Interest and Sinking Fund.

“New Lien Reserve Fund” means the City of Irving, Texas, Waterworks and Sewer
System New Lien Revenue Bond Reserve Fund as described in Section 7.06 of this Ordinance.

“New Lien Reserve Fund Obligations” means cash or investment securities of any of the
type or types permitted under Section 9.01 of this Ordinance.

“New Lien Reserve Fund Requirement” means the amount which is equal to the greater
of (i) .50 multiplied by the average annual Debt Service on the New Lien Bonds plus any
Additional New Lien Bonds or (ii) .333 multiplied by the maximum annual Debt Service on the
New Lien Bonds plus any Additional New Lien Bonds.

“Operation and Maintenance Expenses” means the expenses of operation and


maintenance of the System, including all salaries, labor, materials, repairs and extensions
necessary to render efficient service; provided, however, that only such repairs and extensions as,
in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the
System in operation and render adequate service to the City and the inhabitants thereof, or might
be necessary to meet some physical accident or condition that would otherwise impair the Bonds,
the Previously Issued New Lien Bonds, and any Additional New Lien Bonds shall be included as
Operation and Maintenance Expenses.

“Paying Agent/Registrar” means initially The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, or any successor thereto as provided in this
Ordinance.

“Pledged Revenues” means the Net Revenues of the System.

“Pricing Committee” means Herbert Gears, Mayor (or in his absence, Councilmember
Joe Philipp, Chairman, Audit and Finance Committee), Tommy Gonzalez, City Manager (or in
his absence, Teresa Adrian, Management Operations Director), and Max Duplant, Chief
Financial Officer (or in her absence, Brad Duff, Assistant Chief Financial Officer), each acting
together.

“Record Date” means the close of business on the last Business Day of the month next
preceding the interest payment date.

“Refunded Bond Candidates” means the bonds of the City described in Schedule I
attached hereto which are authorized to be designated as Refunded Bonds in the Pricing
Certificate.

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“Refunded Bonds” means the bonds of the City to be designated in the Pricing Certificate
from the universe of Refunded Bond Candidates described in Schedule I attached hereto.

“Register” means the Register specified in Section 3.06(a) of this Ordinance.

“Rule” means SEC Rule 15c2-12, as amended from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Surplus Revenues” means those Net Revenues that are in excess of the amounts required
to establish and maintain the funds as provided in this Ordinance.

“System” means the City’s Waterworks and Sewer System, including all present and
future extensions, additions, replacements and improvements thereto.

“System Fund” means the City of Irving, Texas, Waterworks and Sewer System Revenue
Fund as described in Section 7.03 of this Ordinance.

“Unclaimed Payments” means money deposited with the Paying Agent/Registrar for the
payment of principal of or interest on the Bonds as the same come due and payable and
remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption
date.

“Underwriters” means Estrada Hinojosa & Company, Inc. and Wells Fargo Brokerage
Services, L.L.C., as more particularly described in the Purchase Contract relating to the Bonds
described in Section 13.01(a).

Section 1.02 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.

Section 1.03 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 1.04 Interpretation.

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.

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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.

This Ordinance and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein to sustain the validity of this Ordinance.

ARTICLE II

SECURITY FOR THE BONDS

Section 2.01 Security for the Bonds.

The Bonds, the Previously Issued New Lien Bonds and any Additional New Lien Bonds
are and shall be equally and ratably secured by and payable from an irrevocable lien on and
pledge of the Pledged Revenues.

Section 2.02 Limited Obligations.

The Bonds, together with the Bonds, the Previously Issued New Lien Bonds, and any
Additional New Lien Bonds, are special obligations of the City, payable solely from the Pledged
Revenues, and do not constitute a prohibited indebtedness of the City. Neither the Bonds nor
any Additional New Lien Bonds shall ever be payable out of funds raised or to be raised by
taxation.

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND


PROVISIONS REGARDING THE BONDS

Section 3.01 Authorization.

The City’s revenue bonds to be designated the “City of Irving, Texas, Waterworks and
Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2011” are hereby
authorized to be issued and delivered in accordance with the Constitution and laws of the State of
Texas and the Charter of the City. The Bonds shall be issued in one series, as set forth in the
Pricing Certificate, and shall be issued in the aggregate principal amount of: (i) not to exceed
$28,000,000 for the purpose of improving and extending the System; and (ii) not to exceed
$48,000,000 for the purpose of refunding the Refunded Bonds, to the extent provided in the
Pricing Certificate and paying the costs of issuing the Bonds.

Section 3.02 Date, Denomination, Maturities, Numbers and Interest.

(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The
Bonds shall be in fully registered form, without coupons, in the denomination of $5,000
or any integral multiple thereof and shall be numbered separately from one upward or
such other designation acceptable to the City and Paying Agent/Registrar.

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(b) The Bonds shall mature on August 15 in the years and as to the principal
amounts set forth in the Pricing Certificate. The Bonds shall mature and become payable
not later than August 15, 2030.

(c) Interest on each Bond shall accrue and be paid on each Bond respectively
until its maturity or prior redemption from the later of the Bond Date or the most recent
Interest Payment Date to which interest has been paid or provided for at the per annum
rates of interest, for each respective Maturity specified in the Pricing Certificate as
provided in Section 13.01 below. Such interest shall be payable semiannually on each
Interest Payment Date. Interest on the Bonds shall be calculated on the basis of a three
hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.

Section 3.03 Medium, Method, Place of Payment and Unclaimed Payments.

(a) The principal of and interest on the Bonds shall be paid in lawful money
of the United States of America, as provided in this Section.

(b) Interest on the Bonds shall be payable to the Owners thereof as shown in
the Register on the Record Date.

(c) Interest shall be paid by check or draft (dated as of the interest payment
date) and sent by the Paying Agent/Registrar to the person entitled to such payment, first
class United States mail, postage prepaid, to the address of such person as it appears in
the Register, or by such other customary banking arrangement acceptable to the Paying
Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and
expense of such other banking arrangement. At the option of an Owner of at least
$1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the
bank account of such Owner on file with the Paying Agent/Registrar.

(d) The principal of each Bond shall be paid to the Owner of such Bond on
the due date thereof (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.

(e) 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 of 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.

(f) Unclaimed payments shall be segregated in a special escrow account and


held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of
the Bonds to which the unclaimed payments pertain. Subject to Title 6 of the Texas
Property Code, unclaimed payments remaining unclaimed by the Owners entitled thereto

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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 Owners 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 3.04 Control, Execution and Initial Registration.

(a) The Bonds 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.

(b) In the event that any officer of the City whose facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such 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 of the Paying Agent/Registrar.
It shall not be required that the same officer 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 Bonds initially 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.

(d) On the Closing Date a single Bond (the “Initial Bond”) in a denomination
equal to the aggregate principal amount of the Bonds will be registered in the name of
and delivered to the initial purchaser of the Bonds. Upon payment for the Bonds, the
Paying Agent/Registrar shall cancel the Initial Bond and deliver one Bond for each
maturity, in the aggregate principal amount of all Bonds for such maturity, registered in
the name of Cede & Co., as nominee for DTC, to DTC on behalf of the initial purchaser.

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Section 3.05 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 premium, if any,
thereon, for the further purpose of making and receiving payment of the interest thereon
(except interest shall be paid to the person in whose name such Bond is registered on the
Record Date), and for all other purposes, 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 person deemed to be the owner of any Bond in
accordance with this Section 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 3.06 Registration, Transfer and Exchange.

(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at its Designated Payment/Transfer Office a register (the
“Register”) in 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) Registration of any Bond may be transferred in the Register only upon the
presentation and surrender thereof at the Designated Payment/Transfer Office of the
Paying Agent/Registrar for transfer of registration and cancellation, together with proper
written instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment of the Bonds, or any portion
thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the
right of such assignee or assignees thereof to have the bond or any portion thereof
registered in the name of such assignee or assignees. No transfer of any Bond shall be
effective until entered in the Register. Upon assignment and transfer of any Bond or
portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in
exchange for such transferred and assigned Bond. To the extent possible the Paying
Agent/Registrar will issue such new Bond or Bonds in not more than three business days
after receipt of the Bond to be transferred in proper form and with proper instructions
directing such transfer.

(c) Any Bond may be exchanged only upon the presentation and surrender
thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
together with a written request therefor duly executed by the registered owner or assignee
or assignees thereof, or its or their duly authorized attorneys or representatives, with
guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds
of the same maturity and interest rate and in any authorized denomination and in an
aggregate principal amount equal to the unpaid principal amount of the Bond presented
for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as

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provided herein, a substitute Bond or Bonds having the same maturity date, bearing
interest at the same rate, in the denomination or denominations of any integral multiple of
$5,000 at the request of the registered owner, and in an aggregate principal amount equal
to the unredeemed portion thereof, will be issued to the registered owner upon surrender
thereof for cancellation. To the extent possible, a new Bond or Bonds will be required to
be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds
in not more than three business days after receipt of the Bond to be exchanged in proper
form and with proper instructions directing such exchange.

(d) Each bond issued in exchange for any Bond or portion thereof assigned or
transferred shall have the same principal maturity date and bear interest at the same rate
as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter
and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall
exchange the Bonds as provided herein, and each substitute 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 substitute Bond is delivered.

(e) The City will pay the Paying Agent/Registrar’s reasonable and customary
charge for the initial registration of the Bonds and the subsequent exchange of the Bonds
pursuant to the provisions of Section 3.04(d) hereof. Thereafter, the Owner of any Bond
requesting any exchange shall be required to pay the Paying Agent/Registrar’s reasonable
and standard or customary fees and charges for exchanging any such bond or portion
thereof, except the exchange of an assigned and transferred Bond or portion thereof or the
exchange of the unredeemed portion of a Bond which has been redeemed in part prior to
maturity, in both of which events such fees and charges will be paid by the City.
However, the Paying Agent/Registrar will 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. In addition, the City
hereby covenants with the Owners of the Bonds that it will (i) pay the reasonable and
standard or customary fees and charges of the Paying Agent/Registrar for its services
with respect to the payment of the principal of and interest on the Bonds, when due, and
(ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the
transfer, registration and exchange of Bonds as provided herein to the extent such fees
and charges are payable hereunder by the City.

(f) Neither the City nor the Paying Agent/Registrar shall be required (i) to
issue, transfer, or exchange any Bond during a period beginning at the opening of
business 30 days before the day of the first mailing of a notice of redemption of Bonds
hereunder and ending at the close of business on the day of such mailing, or (ii) to
transfer or exchange any Bond called for redemption, in whole or in part, where such
redemption is scheduled to occur within 30 calendar days of the transfer or exchange
date.

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Section 3.07 Cancellation and Authentication.

(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 canceled upon the
making of proper records regarding such payment, redemption, exchange or replacement.

(b) Each substitute Bond issued in exchange for or replacement of (pursuant


to the provisions of Section 3.09 hereof) any Bond or Bonds issued under this Ordinance
shall have printed thereon a Paying Agent/Registrar’s Authentication Certificate, in the
form hereinafter set forth. An authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such bond, manually sign and date such Certificate, and
no such Bond shall be deemed to be issued or outstanding unless such Certificate is so
executed. No additional ordinances, orders, or resolutions need be passed or adopted by
the City Council or any other body or person so as to accomplish the foregoing exchange
or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Bonds in the manner
prescribed herein, and said Bonds shall be of type composition printed on paper with
lithographed or steel engraved borders of customary weight and strength. Pursuant to
Chapter 1201, Texas Government Code, the duty of exchange or replacement of Bonds as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of
the above Paying Agent/Registrar’s Authentication Certificate, the converted and
exchanged or replaced Bonds shall be valid, incontestable, and enforceable in the same
manner and with the same effect as the Bonds which originally were delivered pursuant
to this Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts.

(c) Bonds issued in exchange or replacement of any other Bond or portion


thereof, (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics,
(vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall
be payable, all as provided, and in the manner required or indicated, in the FORM OF
BOND set forth in this Ordinance.

Section 3.08 Temporary Bonds.

(a) Pending the preparation of definitive Bonds, 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 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.

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(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 City, without
unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar, and
thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form
to the Paying Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver
in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form,
in the authorized denomination, and in the same aggregate principal amount, as the Bond
or Bonds in temporary form surrendered. Such exchange shall be made without the
making of any charge therefor to any Holder.

Section 3.09 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
Holder 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 the City, to save each of them 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 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.

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(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, without the necessity of issuing a replacement Bond,
may pay such Bond on the date on which such Bond 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.

Section 3.10 Book Entry Only System.

Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Bonds
shall be initially issued in the form of a single separate bond for each of the maturities thereof.

With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than an
Owner, as shown in the Register, of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on the Bonds (except interest shall be
paid to the person in whose name a Bond is registered on the Record Date), for the purpose of all
matters with respect to such Bond, for the purpose of registering transfer with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners,
as shown in the Register as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City’s obligations with respect to payment of, premium, if any, and interest on the
Bonds to the extent of the sum or sums so paid. No person other than an owner, as shown in the
Register, shall receive a Bond certificate evidencing the obligation of the City to make payments
of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the word “Cede & Co.” in this Ordinance shall refer to such
new nominee of DTC.

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Section 3.11 Successor Securities Depository; Transfer Outside Book Entry Only
System.

In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the representation letter of the City to
DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be able to
obtain certificated Bonds, or in the event DTC discontinues the services described herein, the
City or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to
act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify
DTC and DTC Participants of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC
and DTC Participants of the availability through DTC of Bonds and transfer one or more
separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such
event, the Bonds shall no longer be restricted to being registered in the Register in the name of
Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names Owners transferring or exchanging
Bonds shall designate, in accordance with the provisions of this Ordinance.

Section 3.12 Payments to Cede & Co.

Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the representation letter
of the City to DTC.

ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.01 Limitation on Redemption.

The Bonds shall be subject to redemption before their scheduled maturity only as
provided in this Article.

Section 4.02 Optional Redemption.

(a) The City reserves the option to redeem Bonds in the manner provided in
the Form of Bond set forth in Section 6.02 of this Ordinance with such changes as are
required by the Pricing Certificate.

(b) The City, at least 45 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.

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Section 4.03 Mandatory Sinking Fund Redemption.

(a) Bonds designated as “Term Bonds” in the Pricing Certificate, if any, 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 Pricing
Certificate.

(b) At least forty-five (45) 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 4.05.

(c) In lieu of calling the Term Bonds described in subsection (a), above, for
mandatory redemption, the City reserves the right to purchase such Term Bonds at a price
not exceeding the principal amount thereof, plus accrued interest, with (i) moneys on
deposit in the Interest and Sinking Fund which are available for the mandatory
redemption of such Term Bonds or (ii) other lawfully available funds.

(d) Upon any such purchase in lieu of redemption, not less than forty five (45)
days prior to a mandatory redemption date, the City shall deliver such Term Bonds to the
Paying Agent/Registrar prior to the selection of the Term Bonds for redemption and the
principal amount so delivered shall be credited against the amount required to be called
for redemption in that year.

(e) To the extent that the Term Bonds have been previously redeemed other
than from such scheduled mandatory redemption payments, the amount of each
scheduled mandatory redemption payment set forth above shall be reduced, as nearly as
practicable, on a pro rata basis.

Section 4.04 Partial Redemption.

(a) If less than all of the Bonds are to be redeemed, the City shall determine
the maturity or maturities and the amounts thereof to be redeemed. If less than all of the
Bonds of a maturity or maturities are to be redeemed, the City will direct the Paying
Agent/Registrar to call such Bonds within such maturity or maturities by lot, or by such
other method that results in a random selection.

(b) A portion of a single Bond of a denomination greater than $5,000 may be


redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof.
If such a Bond is to be partially redeemed, the Paying Agent/ Registrar shall treat each
$5,000 portion of a Bond as though it were a single bond for purposes of selection for
redemption.

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711492v.2 IRV450/71026
(c) Upon surrender of any Bond for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate
and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the
unredeemed portion of the Bond so surrendered, such exchange being without charge,
notwithstanding any provision of Section 3.06 to the contrary.

(d) The Paying Agent/Registrar shall promptly notify the City in writing of
the principal amount to be redeemed of any Bond as to which only a portion thereof is to
be redeemed.

Section 4.05 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 30 days
before the date fixed for redemption, to the Holder of each Bond (or portion thereof) to
be redeemed, at the address shown in the Register.

(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.

(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 4.06 Payment Upon Redemption.

(a) Before or on each redemption date, 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 an amount from the Interest and Sinking Fund or otherwise received by
the Paying Agent/Registrar from the City sufficient to pay the principal of, premium, if
any, and accrued interest on such Bonds.

(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, on or after the date
fixed for redemption, the Paying Agent/Registrar shall pay the principal of, premium, if
any, and accrued interest on such Bond to the date of redemption from the moneys set
aside for such purpose.

Section 4.07 Effect of Redemption.

(a) Notice of redemption having been given as provided in Section 4.04 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 the payment of
the principal thereof 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.

17
711492v.2 IRV450/71026
(b) If any Bond or portion thereof called for redemption is not so paid upon
presentation and surrender thereof for redemption, such Bond or portion thereof shall
continue to bear interest at the rate stated on the Bond until paid or until due provision is
made for the payment of same.

Section 4.08 Lapse of Payment.

Money set aside for the redemption of Bonds and remaining unclaimed by the Holders of
such Bonds shall be subject to the provisions of Section 3.03(e) hereof.

Section 4.09 Conditional Notice of Redemption.

The City reserves the right, in the case of an optional redemption pursuant to Section 4.02
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
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.

ARTICLE V

PAYING AGENT/REGISTRAR

Section 5.01 Appointment of Initial Paying Agent/Registrar.

The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, or
its successor, is hereby appointed as the initial Paying Agent/Registrar for the Bonds.

Section 5.02 Qualifications.

Each Paying Agent/Registrar shall be a commercial bank, trust company organized under
the laws of the State of Texas, or 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 5.03 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 5.02 of this Ordinance. The

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711492v.2 IRV450/71026
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such,
the City will promptly appoint a replacement.

Section 5.04 Termination.

The City reserves the right to terminate the appointment of any Paying Agent/Registrar
by delivering to the entity whose appointment is to be terminated a certified copy of a resolution
of the City (i) giving notice of the termination of the appointment and of the Paying
Agent/Registrar Agreement, stating the effective date of such termination, and (ii) appointing a
successor Paying Agent/Registrar; provided. that, no such termination shall be effective until a
successor Paying Agent/Registrar has accepted the duties of Paying Agent/Registrar for the
Certificates.

Section 5.05 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.

Section 5.06 Agreement to Perform Duties and Functions.

By accepting the appointment as Paying Agent/Registrar, 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 5.07 Delivery of Records to Successor.

If a Paying Agent/Registrar is replaced, such Paying Agent, 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 6.01 Form Generally.

(a) The Bonds, including the Registration Certificate of the Comptroller of


Public Accounts of the State of Texas to accompany the initially delivered Bonds, the
Certificate of the Paying Agent/Registrar and the Assignment 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

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711492v.2 IRV450/71026
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 Bonds (except temporary Bonds authorized by this Ordinance) 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 or photocopied or otherwise reproduced.

Section 6.02 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 to accompany the initially delivered
Bonds, the form of Certificate of the Paying Agent/Registrar and the form of Assignment
appearing on the Bonds shall be as follows:

(a) Form of Bond

REGISTERED REGISTERED

No. ___ $_____________

United States of America


State of Texas
County of Dallas
CITY OF IRVING, TEXAS
WATERWORKS AND SEWER SYSTEM NEW LIEN REVENUE
REFUNDING AND IMPROVEMENT BOND
SERIES 2011 1

INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:

________% August 15, ____ ___________, 2011 2 ______ ___

1
Complete title to be designated in Pricing Certificate.
2
Insert based upon the Pricing Certificate.

20
711492v.2 IRV450/71026
The City of Irving (the “City”), in the County of Dallas, State of Texas, for value
received, hereby promises to pay to

____________________________

or registered assigns, but solely from the sources and in the manner hereinafter provided, on the
Maturity Date specified above, the sum of

_________________________ DOLLARS

unless this Bond shall have been duly called for prior redemption as provided herein and
payment of the principal hereof, premium, if any, and accrued but unpaid interest thereon shall
have been paid or provided for, and to pay interest on such principal amount at the interest rate
per annum specified above, payable semiannually on February 15 and August 15 of each year,
commencing __________________ 3 , from the later of the Bond Date specified above or the
most recent interest payment date to which interest has been paid or provided for to the earlier of
maturity or prior redemption.

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 designated office in Dallas, Texas, of The Bank of New York Mellon Trust Company,
National Association, the initial Paying Agent/Registrar (the “Designated Payment/Transfer
Office”) or, with respect to a successor paying agent/registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable 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. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire
transfer to the bank account of such Owner on file with the Paying Agent/Registrar. 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.

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 dated _______________, 2011 4 , one of a series of fully registered bonds
specified in the title hereof issued in the aggregate principal amount of $____________ 5 (herein
referred to as the “Bonds”), issued pursuant to the authority provided by Chapters 1207, 1371

3
Insert based upon the Pricing Certificate.
4
Insert based upon the Pricing Certificate.
5
Insert based upon the Pricing Certificate.

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711492v.2 IRV450/71026
and 1502, Texas Government Code, and a certain ordinance of the City (the “Ordinance”), for
the purpose of refunding certain of the City’s revenue bonds payable from the Pledged Revenues
of the City’s waterworks and sewer system, making certain improvements and extensions to the
City’s waterworks system and sewer system and to pay the costs related to the issuance of the
Bonds, all as described in the Ordinance.

The Bonds are secured by and payable solely from a pledge of and lien on the Pledged
Revenues of the City’s combined waterworks and sanitary sewer system, as provided in the
Ordinance. The Bonds constitute special obligations of the City payable solely from the sources
and in the manner set forth herein and in the Ordinance and not from any other revenues, funds
or assets of the City.

The City has reserved the right, subject to the restrictions stated in the Ordinance, to issue
additional parity revenue bonds that may be secured in the same manner and on a parity with the
Bonds.

[The City has reserved the option to redeem the Bonds maturing on or after August 15,
____, in whole or in part before their respective scheduled maturity dates, on August 15, ____, or
on any date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds
are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions
thereof, within such maturity and in such principal amounts, for redemption.] 6

[The Bonds stated to mature on August 15, 20__, are subject to scheduled mandatory
redemption by the Paying Agent/Registrar by lot, or by any other customary method that results
in a random selection, at a price equal to the principal amount thereof, without premium, plus
accrued interest to the redemption date, on the dates and in the respective principal amounts as
follows:

Redemption Date Principal Amount

August 15, 20__ $________


August 15, 20__ ________
August 15, 20__ (maturity) ________

In lieu of such mandatory redemptions the District has reserved the right to purchase the
Term Bonds maturing August 15, 20__ at a price not exceeding the principal amount thereof,
plus accrued interest, out of (i) moneys available for such purpose in the Interest and Sinking
Fund or (ii) other lawfully available funds. The principal amount of Term Bonds maturing
August 15, 20__, so purchased shall reduce the principal amount of Term Bonds maturing
August 15, 20__, required for mandatory redemption in such year. To the extent that the Term
Bonds maturing August 15, 20__ have been previously redeemed other than from such scheduled

6
Insert optional redemption provisions and revise as necessary to conform to Pricing Certificate.

22
711492v.2 IRV450/71026
mandatory redemption payments, the amount of each scheduled mandatory redemption payment
set forth above shall be reduced, as nearly as practicable, on a pro rata basis.] 7

[Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than 30 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, and 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 to give notice of its election or direction to redeem
Certificates 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 a default. 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 a default.] 8

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, and, 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 (i) to issue, transfer or
exchange any Bond during a period beginning at the opening of business 45 days before the day
of the first mailing of a notice of redemption of Bonds hereunder and ending at the close of
business on the date of such mailing, or (ii) to transfer or exchange any Bond so selected for
redemption where such redemption is scheduled to occur within 30 calendar days after the
transfer or exchange date.

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

7
Insert mandatory redemption provisions and revise as necessary to conform to Pricing Certificate.
8
To be inserted based upon Pricing Certificate.

23
711492v.2 IRV450/71026
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, nor any such agent shall be affected by notice to the
contrary.

IT IS HEREBY CERTIFIED AND RECITED that this Bond has been duly and validly
issued and delivered; that all acts, conditions, and things required or proper to be performed,
exist, and be done precedent to or in the issuance and delivery of this Bond have been performed,
existed, and been done in accordance with law; and that the interest on and principal of this Bond
and the series of which it is a part, are secured by and payable from the lien on and pledge of the
Pledged Revenues of the City’s combined waterworks and sanitary sewer system, as provided in
the Ordinance.

The holders hereof shall never have the right to demand payment of this Bond out of any
funds raised or to be raised by taxation.

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.

____________________________________ ____________________________________
City Secretary, City of Irving, Texas Mayor, City of Irving, Texas

[SEAL]

(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 special obligation of the City of Irving, Texas,
payable from the revenues pledged to its payment by and in the ordinance authorizing same and
that said bond has this day been registered by me.

24
711492v.2 IRV450/71026
Witness my hand and seal of office at Austin, Texas, ________________.

____________________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]

(c) Form of Certificate of Paying Agent/Registrar

The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the Comptroller’s Registration Certificate appears thereon.

CERTIFICATE OF PAYING AGENT/REGISTRAR

It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described on this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas as shown in the records kept by the undersigned.

THE BANK OF NEW YORK


MELLON TRUST COMPANY
NATIONAL ASSOCIATION
Dallas, Texas, as
Paying Agent/Registrar

Dated: _________________________ By: ______________________________


Authorized Representative

(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.

25
711492v.2 IRV450/71026
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
Paying Agent/Registrar.
Authorized Signatory

(e) The Initial Bond shall be in the form set forth in subsections (a), (b) and
(d) of this Section, except for the following alterations:

(i) immediately under the name of the Bond (which name shall be set
forth in the Pricing Certificate), the headings “INTEREST RATE” and
“MATURITY DATE” shall be completed with the words “As Shown Below”;

(ii) in the first paragraph of the Bond, the words “on the Maturity Date
specified above,” shall be deleted and the following will be inserted: “on the
fifteenth day of August in the years, in the principal installments and bearing
interest at the per annum rates set forth in the following schedule:

Year Principal Installment Interest Rate

(Information to be inserted from the Pricing Certificate)

(iii) the Initial Bond shall be numbered T-1.

Section 6.03 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 6.04 Legal Opinion.

The approving legal opinion of Vinson & Elkins L.L.P. may be printed on the back of or
attached to each Bond over the certification of the City Secretary of the City which may be
executed in facsimile.

Section 6.05 Bond Insurance.

Information pertaining to bond insurance, if any, may be printed on or attached to each


Bond.

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711492v.2 IRV450/71026
ARTICLE VII

CREATION OF FUNDS AND ACCOUNTS,


INITIAL DEPOSITS AND APPLICATION OF MONEYS

Section 7.01 Creation of Funds.

The following special funds shall be established and maintained at the City’s depository
bank so long as the Bonds, Previously Issued New Lien Bonds or Additional New Lien Bonds
are outstanding and unpaid; to wit:

(a) “City of Irving, Texas, Waterworks and Sewer System New Lien Revenue
Bonds Interest and Sinking Fund,” herein called the “New Lien Interest and Sinking
Fund;” and

(b) “City of Irving, Texas, Waterworks and Sewer System New Lien Revenue
Bonds Reserve Fund,” herein called the “New Lien Reserve Fund.”

Section 7.02 Initial Deposits.

On the Closing Date, the City shall cause the proceeds from the sale of the Bonds to be
deposited as follows:

(a) an amount equal to all accrued interest from the Bond Date until the
Closing Date, shall be deposited to the credit of the New Lien Interest and Sinking Fund.

(b) A portion of the proceeds from the sale of the Bonds, together with other
funds of the City, if any, as set forth in the Pricing Certificate shall be applied to establish
an escrow fund to refund the Refunded Bonds, and, to the extent not otherwise provided
for, to pay all expenses arising in connection with the establishment of such escrow fund
and the refunding of the Refunded Bonds.

(c) The remaining proceeds shall be deposited to the Construction Fund and
shall be applied to the payment of the costs of the project described in Section 3.01 of the
Ordinance and the costs of issuing the Bonds.

To the extent necessary to accomplish fully the purposes of this Ordinance, the Chief
Financial Officer is hereby authorized to reallocate the funds (other than the accrued interests
specified in (a) above) directed to be used for the purposes specified above.

Section 7.03 System Fund.

(a) All Gross Revenues, from day to day as collected, shall be deposited to the
System Fund. The Operation and Maintenance Expenses shall be paid from the System
Fund, upon approval of such payment by the City Council.

27
711492v.2 IRV450/71026
(b) The City shall transfer the Pledged Revenues from the System Fund to the
New Lien Bonds Interest and Sinking Fund, and the New Lien Bonds Reserve Fund at
the times and in the amounts provided by this Ordinance.

Section 7.04 Priority of Transfers to Funds.

(a) All Gross Revenues, from day to day collected, shall be deposited to the
System Fund. Moneys on deposit in the System Fund shall first be used to pay all
Operation and Maintenance Expenses, upon approval of such payment by the City
Council. Pledged Revenues shall be transferred from the System Fund to the other
Funds, in the order of priority, in the manner, and in the amounts set forth below:

(i) First: In satisfaction of the requirements of the New Lien Interest


and Sinking Fund in accordance with the terms and conditions of Section 7.05
hereof; and

(ii) Second: In satisfaction of the requirements of the New Lien


Reserve Fund in accordance with the terms and conditions of Section 7.06 hereof.

Section 7.05 New Lien Interest and Sinking Fund.

(a) The New Lien Interest and Sinking Fund shall be used to pay principal of,
premium, if any, and interest on the Bonds, the Previously Issued New Lien Bonds, and
Additional New Lien Bonds as such become due and payable.

(b) The City shall make the following monthly deposits of Pledged Revenues
to the credit of the New Lien Interest and Sinking Fund:

(i) such amounts in equal monthly installments, commencing on the


10th day of the month immediately succeeding the Closing Date, and on the 10th
day of each month thereafter, as will be sufficient to pay the interest scheduled to
come due on the Bonds on the next interest payment date, less any amounts
already on deposit therein for such purpose derived from the proceeds of the
Bonds or from any other lawfully available sources; and

(ii) such amounts, in equal monthly installments, commencing on the


10th day of the month immediately succeeding the Closing Date, and on the 10th
day of each month thereafter, as will be sufficient to pay the next maturing
principal of the Bonds.

(c) In addition to the foregoing requirements, the City shall make additional
deposits into the New Lien Interest and Sinking Fund at the times and in the amounts
specified in any ordinance authorizing the issuance of any Additional New Lien Bonds.

Section 7.06 New Lien Reserve Fund.

(a) The City covenants and agrees that commencing on the 10th day of the
month immediately succeeding the Closing Date, and on the 10th day of each month

28
711492v.2 IRV450/71026
thereafter, it will deposit to the New Lien Reserve Fund such amounts in equal monthly
installments to cause the New Lien Reserve Fund Obligations in the New Lien Reserve
Fund to equal the New Lien Reserve Fund Requirement within 60 months of the Closing
Date. Upon issuance of Additional New Lien Bonds, it will increase, if necessary, and
accumulate the amount to be deposited in the New Lien Reserve Fund in accordance with
the requirements set forth in Section 8.03 hereof. For so long as the funds on deposit in
the New Lien Reserve Fund are equal to amounts then required to be on deposit therein,
no additional deposit need be made therein. In the event the New Lien Reserve Fund at
any time contains less than the amount then required to be on deposit therein, then,
subject and subordinate to making the required deposits to the credit of the New Lien
Interest and Sinking Fund, the City shall deposit to the New Lien Reserve Fund from the
first available Pledged Revenues amounts equal to such deficiency; provided, however,
the City shall cause any such deficiency to be cured by making monthly installments of at
least 1/24th of any such deficiency on or before the 10th day of each month following a
deficiency. The money on deposit in the New Lien Reserve Fund shall be used solely for
the purpose of paying the principal of and interest on the Bonds and any Additional New
Lien Bonds at any time there are not sufficient moneys on deposit in the New Lien
Interest and Sinking Fund.

(b) The City may, at its option, withdraw all surplus in the New Lien Reserve
Fund over the New Lien Reserve Fund Requirement and deposit the same in the System
Fund; provided, however, that to the extent such surplus monies constitute bond
proceeds, including interest and income derived therefrom, such amounts shall not be
deposited to the System Fund and shall only be used for the purposes for which bond
proceeds may be used.

(c) For the purpose of determining compliance with the requirements of


subsection (a) of this Section, New Lien Reserve Fund Obligations shall be valued each
year as of the last day of the City’s fiscal year at their cost or market value, whichever is
lower, except that any direct obligations of the United States (State and Local
Government Series) held for the benefit of the New Lien Reserve Fund in book entry
form shall be continuously valued at their par value or face principal amount.

(d) To the extent permitted by, and in accordance with applicable law and
upon approval of the Attorney General of the State of Texas, the City may substitute a
Credit Facility for cash or investment securities on deposit in the New Lien Reserve Fund
or in substitution or replacement of any existing Credit Facility. Upon such replacement
or substitution, cash or investment securities of any of the types permitted by
Section 9.01 hereof, on deposit in the New Lien Reserve Fund which, taken together with
the face amount of any existing Credit Facilities, are in excess of the New Lien Reserve
Fund Requirement may be withdrawn by the City, at its option, and transferred to the
System Fund; provided that the face amount of any Credit Facility may be reduced at the
option of the City in lieu of such transfer. However, to the extent such surplus monies
constitute bond proceeds, including interest and income derived therefrom, such amounts
shall not be deposited to the System Fund and shall only be used for the purposes for
which bond proceeds may be used. Any interest due on any reimbursement obligation

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under the Credit Facility shall not exceed the highest lawful rate of interest which may be
paid by the City.

(e) If the City is required to make a withdrawal from the New Lien Reserve
Fund for any of the purposes described in this Section, the City shall promptly notify the
issuer of such Credit Facility of the necessity for a withdrawal from the New Lien
Reserve Fund for any such purposes, and shall make such withdrawal first from available
moneys or investment securities then on deposit in the New Lien Reserve Fund, and next
from a drawing under any Credit Facility to the extent of such deficiency. In the event
that on the date of termination or expiration of any Credit Facility there is not on deposit
in the New Lien Reserve Fund sufficient New Lien Reserve Fund Obligations, equal to
the New Lien Reserve Fund Requirement, then, after making required deposits to the
New Lien Interest and Sinking Fund, the City shall deposit to the New Lien Reserve
Fund from the first available Pledged Revenues amounts necessary to satisfy the New
Lien Reserve Fund Requirement; provided, however, the City shall cause any such
deficiency to be cured by making monthly installments of at least 1/24th of the New Lien
Reserve Fund Requirement on or before the 10th day of each month following such
deficiency.

(f) In the event of the redemption or defeasance of any of the outstanding


Bonds, Previously Issued New Lien Bonds, or Additional New Lien Bonds, any New
Lien Reserve Fund Obligations on deposit in the New Lien Reserve Fund in excess of the
New Lien Reserve Fund Requirement may be withdrawn and transferred, at the option of
the City, to the System Fund, as a result of (i) the redemption of the outstanding Bonds or
Additional New Lien Bonds, or (ii) funds for the payment of the outstanding Bonds or
Additional New Lien Bonds having been deposited irrevocably with the paying agent or
place of payment therefor in the manner described in this Ordinance, the result of such
deposit being that such outstanding Bonds or Additional New Lien Bonds no longer are
deemed to be outstanding under the terms of this Ordinance. However, to the extent such
surplus monies constitute bond proceeds, including interest and income derived
therefrom, such amounts shall not be deposited to the System Fund and shall only be used
for the purposes for which bond proceeds may be used.

(g) In the event there is a draw upon the Credit Facility, the City shall
reimburse the issuer of such Credit Facility for such draw in accordance with the terms of
any agreement pursuant to which the Credit Facility is issued from Pledged Revenues;
however, such reimbursement from Pledged Revenues shall be subject to the provisions
of subparagraph (f) hereof, and shall be subordinate and junior in right of payment to the
payment of principal of and premium, if any, and interest on the Bonds.

Section 7.07 Deficiencies in Funds.

If in any month the City shall, for any reason, fail to deposit into any Fund hereinabove
created or reaffirmed the full amounts required to be deposited therein, amounts equivalent to
such deficiencies shall be set apart and deposited to those funds from the first available and
unallocated revenues of the following month or months, and such deposits shall be in addition to
the deposits otherwise required to be made to those funds during such month or months.

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Section 7.08 Surplus Revenues.

Surplus Revenues may be used for the prior redemption of the Bonds, the Previously
Issued New Lien Bonds, or any Additional New Lien Bonds, or for any lawful purpose.

Section 7.09 Security of Funds.

All funds created or reaffirmed by this Ordinance shall be secured in the manner and to
the fullest extent permitted by the laws of the State of Texas for the security of public funds, and
such funds shall be used only for the purposes permitted in this Ordinance.

Section 7.10 Construction Fund.

(a) Moneys on deposit in the Construction Fund shall be used for the purposes
of making permanent public improvements for which the Bonds were issued (as specified
in Section 3.01(i) hereof) and paying the costs and expenses incurred in connection with
the delivery of the Bonds.

(b) Moneys on deposit in the Construction Fund, at the option of the City,
may be invested in any securities or obligations permitted under applicable law. Income
derived from the investment of the money on deposit in the Construction Fund shall be
retained therein, subject to Section 7.11 hereof.

Section 7.11 Excess Bond Proceeds.

Upon completion of the improvements financed with the Bonds, any amount (exclusive
of that amount retained for the payment of costs of such improvements not then due and payable)
that remains in the Construction Fund shall be, at the option of the City, (i) transferred to the
New Lien Interest and Sinking Fund, segregated in a special escrow account and invested
pursuant to Section 9.02 hereof, and used to redeem Bonds at the earliest date that the City has
the option to redeem Bonds without premium or penalty; or (ii) used for the purpose of making
permanent public improvements to the System for which additional bonds could be issued.

ARTICLE VIII

ADDITIONAL NEW LIEN BONDS

Section 8.01 Additional New Lien Bonds Generally.

(a) The City reserves the right at any time and from time to time, and in one
or more series or issues, to issue additional revenue bonds (“Additional New Lien
Bonds”) payable from the Pledged Revenues in the manner provided by law. Additional
New Lien Bonds may mature on any date in any of the years in which they are scheduled
to mature.

(b) Additional New Lien Bonds, when issued, shall be payable from and
equally secured by a lien on and pledge of the Pledged Revenues in the same manner and

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to the same extent as the Bonds, the Previously Issued New Lien Bonds, and any
Additional New Lien Bonds and shall in all respects be of equal dignity.

Section 8.02 Conditions Precedent to Issuance of Additional New Lien Bonds.

(a) The City may issue Additional New Lien Bonds, if the following
conditions have been met:

(i) the City is not then in default as to any covenant, condition or


obligation prescribed by an ordinance authorizing the issuance of any bonds
payable from and secured by a lien on and pledge of the Net Revenues;

(ii) either:

(A) the Net Revenues of the System for any consecutive period
of 12 months of the 15 months next preceding the month of the date of the
Additional New Lien Bonds then to be issued, or for the City’s completed
fiscal year next preceding the date of such Additional New Lien Bonds,
are equal to at least the greater of (x) 1.25 times the average annual Debt
Service of all New Lien Bonds to be outstanding after issuance of the
Additional New Lien Bonds or (y) 1.10 times the maximum annual Debt
Service of all New Lien Bonds to be outstanding after issuance of the
Additional New Lien Bonds, in either case taking into account any
scheduled mandatory sinking fund requirements, as certified by a certified
public accountant; or

(B) (1) the Net Revenues of the System for any consecutive
period of 12 months of the 15 months next preceding the month of
the date of the Additional New Lien Bonds then to be issued, or for
the City’s completed fiscal year next preceding the date of such
Additional New Lien Bonds, substituting water and sewer rates to
be in effect after the issuance of the Additional New Lien Bonds
for the actual rates in effect during such preceding 12 month
period, are equal to at least the greater of (x) 1.25 times the
average annual Debt Service of all New Lien Bonds to be
outstanding after issuance of the Additional New Lien Bonds or (y)
1.10 times the maximum annual Debt Service of all New Lien
Bonds to be outstanding after issuance of the Additional New Lien
Bonds, in either case taking into account any scheduled mandatory
sinking fund requirements, as certified by a certified public
accountant; and

(2) certification by consulting engineer or independent


rate consultant that, based on rates to be in effect after the
Additional New Lien Bonds are issued, the Net Revenues of the
system for the 5 year period immediately following the delivery of
such Additional New Lien Bonds, and taking into account any

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capitalized interest amounts, will be equal at least to the greater of
(x) 1.25 times the average annual Debt Service of all New Lien
Bonds to be outstanding after issuance of the Additional New Lien
Bonds or (y) 1.10 times the maximum annual Debt Service of all
New Lien Bonds to be outstanding after issuance of the Additional
New Lien Bonds, in either case taking into account any scheduled
mandatory sinking fund requirements.

Section 8.03 Additional New Lien Bonds Reserve Fund Requirement.

Whenever Additional New Lien Bonds are issued, the amount to be accumulated and
maintained in the New Lien Reserve Fund shall be increased to an amount equal to the New Lien
Reserve Fund Requirement for all New Lien Bonds to be outstanding after the issuance of the
Additional New Lien Bonds. Such additional amount shall be so accumulated in equal monthly
installments during a period not to exceed five years from the date of the Additional New Lien
Bonds.

Section 8.04 New Lien Bonds.

The City reserves the right to issue, as authorized by law, bonds of inferior lien that are
junior and subordinate in right and lien to the Bonds, the Previously Issued New Lien Bonds, and
any Additional New Lien Bonds.

Section 8.05 No Further Issuance of Senior Lien Bonds.

The City covenants not to issue any bonds superior in lien and pledge to the Bonds.

ARTICLE IX

INVESTMENTS

Section 9.01 Investment of Funds.

Money in the New Lien Interest and Sinking Fund, the New Lien Reserve Fund and the
System Fund, may, at the option of the City, be invested in time deposits or certificates of
deposit secured in the manner required by law for public funds, or be invested in direct
obligations of, including obligations the principal and interest on which are unconditionally
guaranteed by, the United States of America, in obligations of any agencies or instrumentalities
thereof, or in such other investments as are permitted under the Public Funds Investment Act,
Chapter 2256, Texas Government Code, as amended, or any successor law, as in effect from
time to time; provided that all such deposits and investments shall be made in such manner
(which may include repurchase agreements for such investment with any primary dealer of such
agreements) that the money required to be expended from any such Fund will be available at the
proper time or times. Such investments shall be valued each year in terms of current market
value as of the last day of the City’s fiscal year. For purposes of maximizing investment returns,
to the extent permitted by law, money in such Funds may be invested in common investments of
the kind described above, or in a common pool of such investment which shall be kept and held
at an official depository bank, which shall not be deemed to be or constitute a commingling of

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such money or funds provided that safekeeping receipts or certificates of participation clearly
evidencing the investment or investment pool in which such money is invested and the share
thereof purchased with such money or owned by such fund are held by or on behalf of each such
Fund. If necessary, such investments shall be promptly sold to prevent any default.

Section 9.02 Investment of Escrow Account.

The money in an escrow account established under Section 7.11 of this Ordinance, at the
option of the City, may be invested in tax exempt obligations or any securities or obligations
permitted under applicable law that do not have a “higher yield,” within the meaning of
Section 148 of the Code, than the yield on the Bonds.

ARTICLE X

PARTICULAR REPRESENTATIONS AND COVENANTS

Section 10.01 Making and Collecting Rates and Charges.

The City covenants, reaffirms and agrees with the holders of the Bonds, the Previously
Issued New Lien Bonds, and any Additional New Lien Bonds that:

(i) the City at all times will charge and collect for services rendered
by the System rates sufficient:

(A) to pay all operating, maintenance, depreciation,


replacement and betterment expenses, and any other costs deductible in
determining Net Revenues;

(B) to pay the interest on and the principal of the Bonds, and
the Previously Issued New Lien Bonds; and

(C) to establish and maintain the Funds required by this


Ordinance; and

(ii) if any Additional New Lien Bonds are issued, or if the System
becomes legally liable for any other indebtedness, the City will fix and maintain
rates and collect charges for the services of the System sufficient to discharge
such indebtedness.

Section 10.02 Maintenance and Operation of System; Insurance.

(a) The City covenants, reaffirms and agrees to maintain the System in good
condition and to operate the System in an efficient manner and at a reasonable cost.

(b) So long as any of the Bonds, the Previously Issued New Lien Bonds, or
any Additional New Lien Bonds are outstanding, the City agrees to maintain, for the
benefit of the holder or holders of such bonds, insurance on the System of a kind and in

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an amount that usually would be carried by private companies engaged in a similar type
of business.

(c) Nothing in this Ordinance shall be construed as requiring the City to


expend any funds that are derived from sources other than the operation of the System,
but nothing herein shall be construed as preventing the City from doing so.

Section 10.03 Records and Accounts.

The City hereby covenants, reaffirms and agrees that it has installed and that, so long as
any of the Bonds, the Previously Issued New Lien Bonds, or any interest thereon remain
outstanding and unpaid, it will keep proper books of records and accounts (separate from all
other records and accounts of the City) in which complete and correct entries shall be made of all
transactions relating to the System.

Section 10.04 System Fiscal Year.

The System shall be operated on the basis of a fiscal year commencing October 1 in each
year, continuing through and ending September 30 of the following year.

Section 10.05 Other Representations and Covenants.

(a) The City has the lawful power to pledge the Pledged Revenues and has
lawfully exercised said power under the Constitution and laws of the State of Texas,
including said power existing under Chapter 1502, Texas Government Code.

(b) The City covenants that the Bonds, the Previously Issued New Lien
Bonds, and any Additional New Lien Bonds, shall be ratably secured under the pledge of
the Pledged Revenues in such manner that no one bond shall have preference over any
other bond.

(c) The City covenants and represents that, other than for payment of the
Bonds, and the rents, revenues, and income of the System have not in any manner been
pledged to the payment of any debts or obligation of the City or of the System.

(d) The City covenants that so long as any of the Bonds, or the Previously
Issued New Lien Bonds, remain outstanding, the City will not sell or encumber the
System or any substantial part thereof, and that, with the exception of any Additional
New Lien Bonds, it will not encumber any revenue thereof unless such encumbrance is
made junior and subordinate to the provisions of this Ordinance.

(e) The City covenants that no free service of the System will be allowed and
that, should the City or any of its agencies or instrumentalities make use of the services
and facilities of the System, payment of the reasonable value thereof shall be made by the
City from sources other than the revenues and income of the System.

(f) To the extent that it legally may do so, the City covenants, reaffirms and
agrees that, so long as any of the Bonds, the Previously Issued New Lien Bonds, or any

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Additional New Lien Bonds or any interest thereon are outstanding, no franchise shall be
granted for the installation or operation of any competing waterworks or sewer systems
and that the City will prohibit the operation of any water or sewer system other than the
System. The operation of any such system by anyone other than this City is hereby
prohibited.

(g) The City covenants that any water customers delinquent for more that 90
days in payment of water charges shall be disconnected from the System until such
delinquent charges and penalties have been paid.

(h) To the extent that it legally may do so, the City covenants, reaffirms and
agrees that, so long as any of the Bonds, the Previously Issued New Lien Bonds, or any
Additional New Lien Bonds or any interest thereon are outstanding, the City will not
impose any tax or excise on the purchasers of water or any tax or excise measured by the
amounts of water so used or by the amounts of the bills payable for water so used.

(i) The City represents that, under Chapter 1208.002, Texas Government
Code, a security interest in property, other than real property, that is created by the City is
valid and effective according to the terms of the security agreement and is perfected from
the time the security agreement is entered into or adopted continuously through the
termination of the security interest, without physical delivery or transfer of control of the
property, filing of a document, or another act. The City covenants that, if Chapter
1208.002 is amended at any time while the Bonds are outstanding and unpaid, the City
shall take all actions required in order to preserve for the registered owners of the Bonds
a perfected security interest in the property in which such security interest is granted
pursuant to Section 2.01 hereof.

Section 10.06 Provisions Concerning Federal Income Tax Exclusion.

The City intends that the interest on the Bonds shall be excludable from gross income for
purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Internal
Revenue Code of 1986, as amended (the “Code”), and the applicable regulations promulgated
thereunder the (“Regulations”). The City covenants and agrees not to take any action, or
knowingly omit to take any action within its control, that if taken or omitted, respectively, would
cause the interest on the Bonds to be includable in the gross income, as defined in section 61 of
the Code, of the holders thereof for purposes of federal income taxation. In particular, the City
covenants and agrees to comply with each requirement of Sections 10.08 through 10.15,
inclusive; provided, however, that the City shall not be required to comply with any particular
requirement of Sections 10.08 through 10.15, inclusive, if the City has received an opinion of
nationally recognized bond counsel (“Counsel’s Opinion”) that such noncompliance will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Bonds or if the City has received a Counsel’s Opinion to the effect that compliance with
some other requirement set forth in Sections 10.08 through 10.15, inclusive, will satisfy the
applicable requirements of the Code, in which case compliance with such other requirement
specified in such Counsel’s Opinion shall constitute compliance with the corresponding
requirement specified in Sections 10.08 through 10.15, inclusive.

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Section 10.07 No Private Use or Payment and No Private Loan Financing.

The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered, the proceeds of the Bonds will not be used in a manner that would cause the Bonds to
be “private activity bonds” within the meaning of section 141 of the Code and the Regulations.
The City covenants and agrees that it will make such use of the proceeds of the Refunded Bonds
and the Bonds, including interest or other investment income derived from Bond proceeds,
regulate the use of property financed, directly or indirectly, with such proceeds, and take such
other and further action as may be required so that the bonds will not be “private activity bonds”
within the meaning of section 141 of the Code and the Regulations.

Section 10.08 No Federal Guaranty.

The City covenants and agrees not to take any action, or knowingly omit to take any
action within its control, that, if taken or omitted, respectively, would cause the Bonds to be
“federally guaranteed” within the meaning of section 149(b) of the Code and the Regulations,
except as permitted by section 149(b)(3) of the Code and the Regulations.

Section 10.09 Bonds are not Hedge Bonds.

The City covenants and agrees not to take any action, or knowingly omit to take any
action, and has not knowingly omitted and will not knowingly omit to take any action, within its
control, that, if taken or omitted, respectively, would cause the Bonds to be “hedge bonds”
within the meaning of section 149(g) of the Code and the Regulations.

Section 10.10 No Arbitrage Covenant.

The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered, the City will reasonably expect that the proceeds of the Bonds will not be used in a
manner that would cause the Bonds to be “arbitrage bonds” within the meaning of section 148(a)
of the Code and the Regulations. Moreover, the City covenants and agrees that it will make such
use of the proceeds of the Bonds including interest or other investment income derived from
Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further
action as may be required so that the Bonds will not be “arbitrage bonds” within the meaning of
section 148(a) of the Code and the Regulations.

Section 10.11 Arbitrage Rebate.

If the City does not qualify for an exception to the requirements of Section 148(f) of the
Code, the City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the “gross proceeds” of the Bonds (within the meaning
of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the City
will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be
required to calculate the amount earned on the investment of the gross proceeds of the Bonds
separately from records of amounts on deposit in the funds and accounts of the City allocable to
other bond issue of the City or moneys which do not represent gross proceeds of any bonds of

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the City, (ii) calculate at such times as are required by the Regulations, the amount earned from
the investment of the gross proceeds of the Bonds which is required to be rebated to the federal
government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the
Bonds or on such other dates as may be permitted under the Regulations, all amounts required to
be rebated to the federal government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the foregoing requirements to any
person other than the federal government by entering into any investment arrangement with
respect to the gross proceeds of the Bonds that might result in a reduction in the amount required
to be paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm’s length and had the
yield on the issue not been relevant to either party.

Section 10.12 Information Reporting.

The City covenants and agrees to file or cause to be filed with the Secretary of the
Treasury, not later than the 15th day of the second calendar month after the close of the calendar
quarter in which the Bonds are issued, an information statement concerning the Bonds, all under
and in accordance with section 149(e) of the Code and the Regulations.

Section 10.13 Continuing Obligation.

Notwithstanding any other provision of this Ordinance, the City’s obligations under the
covenants and provisions of Sections 10.08 through 10.14, inclusive, shall survive the defeasance
and discharge of the Bonds.

ARTICLE XI

DEFAULT AND REMEDIES

Section 11.01 Default and Remedies.

(a) In addition to all the rights and remedies provided by the laws of the State
of Texas, the City covenants and agrees that, in the event the City (i) defaults in the
timely payment of principal of or interest on any of the Bonds, (ii) fails to make any
deposit required by Sections 7.05 and 7.06 of this Ordinance to be made to the New Lien
Interest and Sinking Fund and the New Lien Reserve Fund, or (iii) defaults in the
observance or performance of any other covenant, condition or obligation set forth in this
Ordinance, any Owner shall be entitled to a writ of mandamus issued by a court of proper
jurisdiction compelling and requiring the City Council and all other officers of the City to
observe and perform such covenant, condition or obligation; 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) No delay or omission to exercise any right or power accruing upon any
default under this Ordinance shall impair any such right or power or shall be construed to
be a waiver of any such default or acquiescence therein, and every such right and power
may be exercised from time to time and as often as may be deemed expedient.

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ARTICLE XII

DISCHARGE

Section 12.01 Discharge.

The Bonds may be defeased, discharged or refunded in any manner permitted by


applicable law.

ARTICLE XIII

SALE AND DELIVERY OF BONDS

Section 13.01 Sale of Bonds, Official Statement.

(a) The Bonds shall be sold at private sale to the Underwriters in accordance
with the terms of this Ordinance, including this Section 13.01(a). As authorized by the
Chapters 1207 and 1371, Texas Government Code, as amended, the Pricing Committee is
authorized to act on behalf of the City upon determining that the conditions set forth
below can be satisfied, in selling and delivering the Bonds and carrying out the other
procedures specified in this Ordinance, including determining the price at which each of
the Bonds will be sold, the number of Bonds to be issued, the form in which the Bonds
shall be issued, the years in which the Bonds will mature, the principal amount to mature
in each of such years, the aggregate principal amount of Refunded Bonds and the
aggregate principal amount of the Bonds, the rate of interest to be borne by each such
maturity, the first interest payment date, the dates, prices and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the City and shall
be subject to mandatory sinking fund redemption, acquisition of municipal bond
insurance and all other matters relating to the issuance, sale and delivery of the Bonds,
including the refunding of the Refunded Bonds, all of which shall be specified in the
Pricing Certificate; provided that the following conditions can be satisfied:

(i) the Bonds shall not bear interest at a rate greater than the
maximum rate allowed by Chapter 1204, Texas Government Code, as amended;
and

(ii) the aggregate principal amount of the Bonds authorized to be


issued for the purposes described in Section 3.01(i) shall not exceed the maximum
amount authorized in Section 3.01(i) hereof ($28,000,000); and

(iii) the aggregate principal amount of the Bonds authorized to be


issued for the purposes described in Section 3.01(ii) shall not exceed the
maximum amount authorized in Section 3.01(ii) hereof ($48,000,000) and shall
equal an amount sufficient to provide for the refunding of the maximum amount
of the Refunded Bonds to be selected from the Refunded Bond Candidates
identified in Schedule I hereto that will result in a reduction of debt service costs
to the City on a present value basis of not less than 4% of the Refunded Bonds;
and

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(iv) all such terms and determinations pertaining to the pricing of the
Bonds shall be based on bond market conditions and available interest rates for
the Bonds on the date of the sale of the Bonds, all as set forth in the Pricing
Certificate. The Refunded Bonds shall be identified in the Pricing Certificate in
accordance with the preceding sentence, except that if less than an entire maturity
is to be refunded, the Refunded Bonds to be refunded within a maturity shall be
selected as provided in the Ordinances authorizing their issuance and, if not so
provided, by lot; and

(iv) the Bonds to be issued, prior to delivery, must have been rated by a
nationally recognized rating agency for municipal securities in one of the four
highest rating categories for long term obligations.

The Pricing Committee Officer is hereby authorized and directed to execute and deliver
on behalf of the City a bond purchase contract (the “Purchase Contract”), providing for the sale
of the Bonds to the Underwriters, in such form as determined by the Pricing Committee. The
Pricing Committee is hereby authorized and directed to approve the final terms and provisions of
the Purchase Contract in accordance with the terms of the Pricing Certificate and this Ordinance,
such approval being evidenced by its execution thereof by any member of the Pricing
Committee. With regard to such terms and provisions of said Purchase Contract, the Pricing
Committee is hereby authorized to come to an agreement with the Underwriters on the
following, among other matters:

1. The details of the purchase and sale of the Bonds;


2. The details of the public offering of the Bonds by the Underwriters;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Bonds and the District’s Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
5. The representations and warranties of the City to the Underwriters;
6. The details of the delivery of, and payment for, the Bonds;
7. The Underwriters’ obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Committee to be
necessary and advisable for the purchase and sale of the Bonds.

Any member of the Pricing Committee, acting singly, is hereby authorized and directed
to execute said Purchase Contract for and on behalf of the City and as the act and deed of this
City Council.

The authority granted to the Pricing Committee under this Section 13.01(a) shall expire
on June 30, 2011 unless otherwise extended by the City Council by separate action.

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711492v.2 IRV450/71026
(b) The form and substance of the Preliminary Official Statement and any
addenda, supplement or amendment thereto, presented to and considered at this meeting
are hereby in all respects approved. The City’s financial advisor, Bond Counsel, City
Manager and Chief Financial Officer are each authorized to complete the Preliminary
Official Statement with such modifications, completions, changes and supplements, as
those persons shall approve or authorize for the purpose of preparing and determining
and to certify or otherwise represent that the revised Preliminary Official Statement is a
“deemed final” official statement as of its date within the meaning and for the purposes
of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as
amended. The use and distribution of the revised Preliminary Official Statement in the
public offering of the Certificates by the Underwriters is hereby authorized. The City
Manager, Chief Financial Officer, Mayor and the City Secretary of the City are hereby
authorized and directed to use and distribute or authorize the use and distribution of the
final Official Statement and any addenda, supplement or amendment thereto (the
“Official Statement”) and to execute the same and deliver appropriate numbers of
executed copies thereof to the Underwriters of the Certificates. The Official Statement as
thus approved, executed and delivered, with such appropriate variations as shall be
approved by the City Manager, Chief Financial Officer, Mayor of the City and the
Underwriters, may be used by the Underwriters in the public offering and sale thereof.
The City Secretary is hereby authorized and directed to include and maintain a copy of
the Official Statement and any addenda, supplement or amendment thereto thus approved
among the permanent records of this meeting.

(c) All officers of the City are authorized to execute such documents,
certificates and receipts as they may deem appropriate in order to consummate the
delivery of the Certificates in accordance with the terms of sale therefor. Further, in
connection with the submission of the record of proceedings for the Certificates to the
Attorney General of the State of Texas for examination and approval of such Certificates,
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 to be the lesser of a. 1/10th of 1% of the principal amount of the Certificates or b.
$9,500).

(d) The obligation of the Underwriters to accept delivery of the Bonds is


subject to the Underwriters being furnished with the final, approving opinion of
Vinson & Elkins L.L.P., Bond Counsel, which opinion shall be dated and delivered on
the Closing Date. The Mayor is hereby authorized and directed to execute the
engagement letter with Vinson & Elkins L.L.P., setting forth such firm’s duties as
Disclosure Counsel for the City, and such engagement letter and the terms thereof in the
form presented at this meeting are hereby approved and accepted.

(e) The obligation of the purchaser identified in subsection (a) of this


Section to accept delivery of the Bonds is subject to such purchaser being furnished with
the final, approving opinion of Vinson & Elkins L.L.P., Bond Counsel for the City, which
opinion shall be dated and delivered the Closing Date.

41
711492v.2 IRV450/71026
Section 13.02 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, 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 Underwriters under and subject to the general supervision and
direction of the Mayor, against receipt by the City of all amounts due to the City under
the terms of sale.

ARTICLE XIV

CONTINUING DISCLOSURE UNDERTAKING

Section 14.01 Annual Reports.

(a) The City shall provide annually to the MSRB, within six (6) months after
the end of each fiscal year ending in or after 2011, financial information and operating
data with respect to the City of the general type included in the final Official Statement,
being the information described in Exhibit A hereto. Any financial statements so to be
provided shall be (i) prepared in accordance with the accounting principles described in
Exhibit A hereto, and (ii) audited, if the City commissions an audit of such statements
and the audit is completed within the period during which they must be provided; and
(iii) submitted through EMMA, in an electronic format with accompanying identification
as described by the MSRB. If the audit of such financial statements is not complete
within such period, then the City shall provide notice that audited financial statements are
not available and shall provide unaudited financial statements for the applicable fiscal
year to the MSRB. Thereafter, when and if audited financial statements become
available, the City shall provide such audited financial statements as required to the
MSRB.

(b) If the City changes its fiscal year, it will notify the MSRB (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.

(c) The financial information and operating data to be provided pursuant to


this Section may be set forth in full in one or more documents or may be included by
specific reference to any document (including an official statement or other offering
document, if it is available from the MSRB) that theretofore has been provided to the
MSRB or filed with the SEC.

42
711492v.2 IRV450/71026
Section 14.02 Notice of Material Events.

(a) The City shall notify the MSRB, in a timely manner not in excess of ten
(10) Business Days after the occurrence of the event, of any of the following events with
respect to the Bonds:

(i) Principal and interest payment delinquencies;

(ii) Non-payment related defaults, if material;

(iii) Unscheduled draws on debt service reserves reflecting financial


difficulties;

(iv) Unscheduled draws on credit enhancements reflecting financial


difficulties;

(v) Substitution of credit or liquidity providers, or their failure to


perform;

(vi) Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other material notices or determinations with respect to the
tax status of the Bonds, or other material events affecting the tax status of the
Bonds;

(vii) Modifications to rights of holders of the Bonds, if material;

(viii) Bond calls, if material, and tender offers;

(ix) Defeasances;

(x) Release, substitution, or sale of property securing repayment of the


Bonds, if material;

(xi) Rating changes;

(xii) Bankruptcy, insolvency, receivership or similar event of the City; 9

(xiii) The consummation of a merger, consolidation, or acquisition


involving the City or the sale of all or substantially all of the assets of the City,
9
For the purposes of the event identified in (xii), the event is considered to occur when any of the following occur:
the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction
has been assumed by leaving the existing governing body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the obligated person.
.

43
711492v.2 IRV450/71026
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material; and

(xiv) Appointment of a successor Paying Agent/Registrar or change in


the name of the Paying Agent/Registrar, if material.

Section 14.03 Limitations, Disclaimers and Amendments.

(a) The City shall be obligated to observe and perform the covenants specified
in this Article for so long as, but only for so long as, the City remains an “obligated
person” with respect to the Bonds within the meaning of the Rule, except that the City in
any event will give notice of any deposit made in accordance with Article XII that causes
Bonds no longer to be Outstanding.

(b) The provisions of this Article are for the sole benefit of the Owners and
beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The City undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to this
Article and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the City’s financial results, condition,
or prospects or hereby undertake to update any information provided in accordance with
this Article or otherwise, except as expressly provided herein. The City does not make
any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.

UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER


OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.

(c) No default by the City in observing or performing its obligations under


this Article shall comprise a breach of or default under the Ordinance for purposes of any
other provisions of this Ordinance.

(d) Nothing in this Article is intended or shall act to disclaim, waive, or


otherwise limit the duties of the City under federal and state securities laws.

(e) The provisions of this Article may be amended by the City from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the City,
but only if (i) the provisions of this Article, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance

44
711492v.2 IRV450/71026
Section 14.04 Amendment to Article XII in Certain Events.

If the Purchase Contract is entered into on or after December 1, 2010, the Pricing
Committee is authorized to amend this Article XII prior to the Closing Date in any manner
necessary in order to comply with the Rule as in effect on or after December 1, 2010. Any such
amendments shall be included in the Pricing Certificate.

ARTICLE XV

PAYMENT OF OBLIGATIONS; REDEMPTION OF BONDS; APPROVAL OF


ESCROW AGREEMENT; PURCHASE OF FEDERAL SECURITIES

Section 15.01 Payment of Paying Agency.

Prior to the Closing Date, the City shall ascertain from the paying agents for the
Refunded Bonds the amount of all future fees and expenses for its paying agency services with
respect to the Refunded Bonds. Concurrently with the sale and delivery of the Bonds, the City
shall cause an amount sufficient to pay such future fees and expenses to be paid to each such
paying agent.

Section 15.02 Escrow Agreement.

The discharge and defeasance of the Refunded Bonds shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement (the “Escrow Agreement”) to be entered into by
and between the City and the Escrow Agent, the terms and provisions of which, as delivered by
the Pricing Committee pursuant to the Pricing Certificate, are hereby approved, subject to such
insertions, additions and modifications as shall be necessary (a) to carry out the program
designed for the City and which shall be certified as to mathematical accuracy and sufficiency by
Grant Thornton LLP, certified public accountants, (b) to minimize the City’s costs of refunding,
(c) to comply with all applicable laws and regulations relating to the refunding of the Refunded
Obligations, (d) to carry out the other intents and purposes of this Ordinance and (e) to comply
with the terms set forth in the Pricing Certificate, and any member of the Pricing Committee,
acting singly, is hereby authorized to execute and deliver such Escrow Agreement on behalf of
the City in multiple counterparts and the City Secretary is hereby authorized to attest thereto and
affix the City’s seal.

45
711492v.2 IRV450/71026
Section 15.03 Purchase of Federal Securities.

To assure the purchase of the Federal Securities to be identified in the Escrow


Agreement, the Chief Financial Officer is hereby authorized to subscribe for, agree to purchase,
and purchase Federal Securities, in such amounts and maturities and bearing interest at such rates
as may be provided for in the Escrow Agreement, and to execute any and all subscriptions,
purchase agreements, commitments, letters of authorization and other documents necessary to
effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified
and approved.

Section 15.04 Redemption and Payment of Refunded Bonds.

The Refunded Bonds are hereby called for redemption or payment, as applicable, and
shall be paid on their payment date or redeemed prior to their stated maturities on the redemption
date and at the redemption price specified in the Pricing Certificate. Following the deposit to the
Escrow Fund as herein specified, the Refunded Bonds shall be payable solely from and secured
by the cash and securities on deposit in the Escrow Fund and shall cease to be payable from
Pledged Revenues.

Section 15.05 Notice of Deposit and Redemption.

The City Secretary 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. Each 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 ordinance pursuant to which the Refunded Bonds were issued.

ARTICLE XVI

AMENDMENTS

Section 16.01 Amendments.

This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Bond remains outstanding except as
permitted in this Section. The City may, without consent of or notice to any Owners, 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 formal defect or omission
herein. In addition, the City may, with the written consent of the Owners of the Bonds holding a
majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Owners of
outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times
of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the
redemption price, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over
any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by
Owners for consent to any such amendment, addition, or rescission.

46
711492v.2 IRV450/71026
47
711492v.2 IRV450/71026
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the ___th
day of February 2011, by a vote of ___ ayes and ____ nays at a regular meeting of the City
Council of the City of Irving, Texas.

____________________________________
Herbert Gears
Mayor, City of Irving, Texas

ATTEST:

____________________________________
Shanae Jennings, Acting City Secretary
City of Irving, Texas

APPROVED AS TO FORM:

____________________________________
Charles Anderson, City Attorney
City of Irving, Texas

Signature Page to Bond Ordinance


WATERWORKS AND SEWER SYSTEM NEW LIEN REVENUE
REFUNDING AND IMPROVEMENT BONDS
SERIES 2011
EXHIBIT A

DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION

The following information is referred to in Article XIV of this Ordinance.

Annual Financial Statements and Operating Data

The financial information and operating data with respect to the City to be provided
annually in accordance with such Article are as specified (and included in the Appendix or other
headings of the Official Statement referred to) below:

1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.

2. Statistical and financial data set forth in Tables numbered 1 through 12, inclusive.

Accounting Principles

The accounting principles referred to in such Article are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.

A-1
711492v.2 IRV450/71026
SCHEDULE I

SCHEDULE OF REFUNDED BOND CANDIDATES

Waterworks & Sewer System New Lien Revenue Refunding


and Improvement Bonds, Series 2001

Maturities
Original Original to be
Dated Date Principal Amount Refunded

03/15/2001 $31,520,000 08/15/2011


08/15/2012
08/15/2013
08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2021(1)
(1)
Represents a Term Bond with mandatory sinking fund payments on August 15, 2020 and a
final maturity on August 15, 2021.

The 2011 - 2019 and 2021 maturities may be redeemed prior to original maturity as set forth in
the Pricing Certificate.

S-2
711492v.2 IRV450/71026
Waterworks & Sewer System New Lien Revenue Improvement Bonds, Series 2002

Maturities
Original Original to be
Dated Date Principal Amount Refunded

04/01/2002 $25,000,000 08/15/2013


08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2020
08/15/2021
08/15/2022

The 2013 - 2022 maturities may be redeemed prior to original maturity as set forth in the Pricing
Certificate.

Waterworks & Sewer System New Lien Revenue Refunding


and Improvement Bonds, Series 2003

Maturities
Original Original to be
Dated Date Principal Amount Refunded

06/15/2003 $58,095,000 08/15/2013


08/15/2014
08/15/2015
08/15/2016
08/15/2017
08/15/2018
08/15/2019
08/15/2021(1)
08/15/2022
08/15/2023

The 2013 – 2019, 2021 and 2022 – 2023 maturities may be redeemed prior to original maturity
as set forth in the Pricing Certificate.
(1)
Represents a Term Bond with mandatory sinking fund payments on August 15, 2020 and a
final maturity on August 15, 2021.

S-2
711492v.2 IRV450/71026
PRELIMINARY OFFICIAL STATEMENT
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. The securities referenced herein may not be sold nor may offers to buy be accepted prior to the
time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of

Dated ____________, 2010


Ratings:
Moody’s: "Aa1"
S&P: "AA"
NEW ISSUE: BOOK-ENTRY-ONLY See ("Other Information – Ratings” herein)

In the opinion of Bond Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes under existing
law, and the Bonds are not private activity bonds. See "Tax Matters" herein for a discussion of the opinion of Bond Counsel,
including a description of alternative minimum tax consequences for corporations.
these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS"


FOR FINANCIAL INSTITUTIONS

$66,850,000*
CITY OF IRVING, TEXAS
(Dallas County)
WATERWORKS AND SEWER SYSTEMNEW LIEN REVENUE AND REFUNDING BONDS, SERIES 2010

Dated Date: December 15, 2010 Due: August 15, as shown on page 2

PAYMENT TERMS . . . Interest on the $66,850,000* City of Irving, Texas, Waterworks and Sewer System New Lien Revenue and
Refunding Bonds, Series 2010 (the "Bonds") will accrue from December 15, 2010 (the "Dated Date"), will be payable February 15
and August 15 of each year commencing February 15, 2011, and will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The
Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds
may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the
owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede &
Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the
beneficial owners of the Bonds. See "The Bonds - Book-Entry-Only System" herein. The initial Paying Agent/Registrar is The Bank
of New York Mellon Trust Company, National Association, Dallas, Texas (see "THE BONDS - Paying Agent/Registrar").

AUTHORITY FOR ISSUANCE . . . The Bonds are issued pursuant to the general laws of the State of Texas, particularly Texas
Government Code, Chapters 1207, 1371 and 1502, as amended, and an ordinance passed by the City Council authorizing the issuance
of the Bonds (the "Ordinance"), delegated to certain City officials authority to complete the sale of the Bonds through the execution
of a “Pricing Certificate”, herein referred to, together with the Ordinance, as the "Ordinance". The Bonds are special obligations of the
City of Irving (the "City"), payable, both as to principal and interest, together with the Previously Issued New Lien Bonds and any
Additional New Lien Bonds (each, as defined herein), solely from and secured by a lien on and pledge of the Pledged Revenues of the
City's Waterworks and Sewer System (the "System"). The City has not covenanted nor obligated itself to pay the Bonds from monies
raised or to be raised from taxation (see "THE BONDS - Authority for Issuance").

PURPOSE . . . Proceeds from the sale of the Bonds will be used to: (i) refund a portion of the City’s outstanding Waterworks and
Sewer System debt (the “Refunded Bonds”), in order to lower the overall debt service requirements of the City (see “Schedule I –
Schedule of Refunded Bonds”), (ii) provide funds to make certain improvements and extensions to the System and (iii) pay the costs
associated with the issuance of the Bonds.

CUSIP PREFIX: 463831


MATURITY SCHEDULE & 9 DIGIT CUSIP
See Schedule on Page 2

LEGALITY . . . The Bonds are offered for delivery when, as and if issued and received by the Underwriters and subject to the approving
opinion of the Attorney General of Texas and the opinion of Vinson & Elkins L.L.P., Dallas, Texas, Bond Counsel and Disclosure
Counsel, (see Appendix C, "Form of Bond Counsel's Opinion"). Certain legal matters will be passed upon for the Underwriters by Locke
Lord Bissell & Liddell LLP and West & Associates L.L.P., Dallas, Texas, co-counsel for the Underwriters.

DELIVERY . . . It is expected that the Bonds will be available for delivery through DTC on January 13, 2011.

ESTRADA HINOJOSA & COMPANY, INC. WELLS FARGO SECURITIES

*
Preliminary, subject to change.
MATURITY SCHEDULE* CUSIP Prefix: 463777 (1)

$66.850,000*
WATERWORKS AND SEWER SYSTEM NEW LIEN REVENUE AND REFUNDING BONDS, SERIES 2010

Maturity CUSIP Maturity CUSIP


(1) (1)
Amount* 8/15 Rate Yield Suffix Amount* 8/15 Rate Yield Suffix
$ 4,005,000 2011 $ 3,435,000 2021
3,205,000 2012 3,760,000 2022
4,655,000 2013 2,010,000 2023
4,950,000 2014 1,370,000 2024
5,715,000 2015 1,440,000 2025
6,145,000 2016 1,510,000 2026
5,165,000 2017 1,585,000 2027
4,570,000 2018 1,665,000 2028
4,810,000 2019 1,750,000 2029
3,270,000 2020 1,835,000 2030

(Interest accrues from the Dated Date)


_______________
(1)
CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by Standard and Poor's CUSIP
Service Bureau, A Division of the McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any
way as a substitute for the CUSIP Services. Neither the City, the Financial Advisor, nor the Underwriters shall be responsible for the
selection or correctiveness of the CUSIP numbers shown herein.

OPTIONAL REDEMPTION . . . The City reserves the right, at its option, to redeem the Bonds having stated maturities on and
after August 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on August 15,
2020, or any date thereafter, at a price of par value thereof plus accrued interest to the date of redemption (see "THE BONDS
- Redemption Provisions for the Bonds”).

*
Preliminary, subject to change.
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, as amended and in effect on the date hereof,
this document constitutes and Official Statement of the City with respect to the Bonds that has been “deemed final” by the City as of its
date except for the omission of no more than the information permitted by Rule 15c2-12.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH ACT. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH
APPLICABLE PROVISIONS OF SECURITIES LAW OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR
QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A
RECOMMENDATION THEREOF.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THIS
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION
TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official
Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of
the City or the other matters described herein since the date hereof. See “CONTINUING DISCLOSURE OF INFORMATION” for a
discussion of the City’s undertaking to provide certain information on a continuing basis.

This Official Statement includes descriptions and summaries of certain events, matters and documents. Such descriptions and summaries do
not purport to be complete, and all such descriptions, summaries and references thereto are qualified in their entirety by reference to this
Official Statement in its entirety and to each such document copies of which may be obtained from the City or from the Financial Advisor to the
City for this issuance. Any statements made in this Official Statement or the appendices hereto involving matters of opinion or estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of such
opinions or estimates will be realized.

This Official Statement is delivered in connection with the sale of securities referred to herein and may not be produced or used, in whole or in
part, for any other purpose.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the
information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or
completeness of such information.

This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any
jurisdiction in which it is unlawful to make such offer, solicitation or sale. No dealer, salesman or other person has been authorized by the City
to give any information or to make any representation other than those contained herein, and, if given or made, such other information or
representation must not be relied upon as having been authorized by the City or any other person. The information and expressions of opinion
herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, create the implication that there has been no change in the matters described herein since the date hereof.

The prices and other terms respecting the offering and sale of the Bonds may be changed from time to time by the Underwriters after the Bonds
are released for sale, and the Bonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may
sell the Bonds into investment accounts.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME

THIS OFFICIAL STATEMENT CONTAINS “FORWARD-LOOKING” STATEMENT WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO
BE DIFFERENT FROM THE FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.

Neither the City nor its financial advisor make any representation or warranty with respect to the information contained in this Official
Statement regarding the Depository Trust Company (“DTC”) or its book-entry-only system herein, as such information has been provided by
DTC.

3
TABLE OF CONTENTS

OFFICIAL STATEMENT SUMMARY ......................... 5 CONTINUING DISCLOSURE OF INFORMATION 41


CITY OFFICIALS, STAFF AND CONSULTANTS ..... 7 OTHER INFORMATION ............................................. 42
ELECTED OFFICIALS ................................................... 7 RATINGS .................................................................. 42
SELECTED ADMINISTRATIVE STAFF............................. 7 LITIGATION .............................................................. 42
CONSULTANTS, ADVISORS AND INDEPENDENT REGISTRATION AND QUALIFICATION OF BONDS FOR
AUDITORS ......................................................... 7 SALE .............................................................. 42
LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE
INTRODUCTION ............................................................ 8 PUBLIC FUNDS IN TEXAS................................. 43
PLAN OF FINANCING ................................................... 8 LEGAL MATTERS...................................................... 43
AUTHENTICITY OF FINANCIAL DATA AND OTHER
THE BONDS ................................................................... 10 INFORMATION ................................................. 44
THE SYSTEM ................................................................ 17 VERIFICATION OF ARITHMETICAL AND MATHEMATICAL
WATERWORKS SYSTEM ............................................ 17 COMPUTATIONS .............................................. 44
TABLE 1 - HISTORICAL WATER CONSUMPTION.......... 18 FINANCIAL ADVISOR ................................................ 44
TABLE 2 - TEN LARGEST WATER CUSTOMERS FOR UNDERWRITING ....................................................... 44
FISCAL YEAR 2008.......................................... 19 FORWARD-LOOKING STATEMENTS DISCLAIMER........ 45
TABLE 3 - MONTHLY WATER RATES ......................... 19 MISCELLANEOUS...................................................... 45
WASTEWATER SYSTEM ............................................. 20
TABLE 4 - WASTEWATER USAGE............................... 20 SCHEDULE OF REFUNDED
TABLE 5 - MONTHLY SEWER RATES .......................... 20 BONDS ............................................... SCHEDULE I

DEBT INFORMATION ................................................. 21 APPENDICES


TABLE 6 - WATERWORKS AND SEWER SYSTEM GENERAL INFORMATION REGARDING THE CITY ........ A
REVENUE DEBT SERVICE REQUIREMENTS ........ 21 EXCERPTS FROM THE ANNUAL FINANCIAL REPORT .. B
TABLE 7 - AUTHORIZED BUT UNISSUED REVENUE FORM OF BOND COUNSEL'S OPINION ........................ C
BONDS ............................................................ 22
FINANCIAL INFORMATION ..................................... 25
TABLE 8 - CONDENSED SCHEDULE OF OPERATIONS ... 25 The cover page hereof, this page, the appendices included
TABLE 9 - COVERAGE AND FUND BALANCES ............. 26 herein and any addenda, supplement or amendment hereto,
TABLE 10 – CONNECTIONS........................................ 26 are part of the Official Statement.
TABLE 11 - CITY’S EQUITY IN SYSTEM ...................... 27
CAPITAL IMPROVEMENT PROGRAM ........................... 27
DALLAS COUNTY UTILITY AND RECLAMATION
DISTRICT......................................................... 27
FINANCIAL POLICIES ................................................. 27
INVESTMENTS ........................................................... 28
TABLE 12 - CURRENT INVESTMENTS ......................... 30
SELECTED PROVISIONS OF THE ORDINANCE .. 31
TAX MATTERS ............................................................. 38
ADDITIONAL FEDERAL INCOME TAX
CONSIDERATIONS ........................................... 39

4
OFFICIAL STATEMENT SUMMARY

This summary is subject in all respects to the more complete information and definitions contained or incorporated
in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire
Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use
it without the entire Official Statement.

THE CITY ............................... The City of Irving is a political subdivision and municipal corporation of the State,
located in Dallas County, Texas. The City covers approximately 67.6 square miles
(see "INTRODUCTION - Description of the City").

THE BONDS............................. The Bonds are issued as $66,850,000* Waterworks and Sewer System New Lien
Revenue and Refunding Bonds, Series 2010. The Bonds are issued as serial bonds
maturing August 15, in each of the years set forth on page (2) herein. (see "THE
BONDS - Description of the Bonds").

PAYMENT OF INTEREST ........ Interest on the Bonds accrues from December 15, 2010, and is payable February 15,
2011, and each February 15 and August 15 thereafter until maturity or prior
redemption. (see "THE BONDS - Description of the Bonds," "THE BONDS –
Redemption of the Bonds").

AUTHORITY FOR ISSUANCE .. The Bonds are issued pursuant to the general laws of the State, including particularly
Texas Government Code, Chapters 1207, 1371 and 1502, as amended, and an
Ordinance passed by the City Council of the City (the “Ordinance”). (see "THE
BONDS - Authority for Issuance").

SECURITY FOR THE BONDS .... The Bonds constitute special obligations of the City, payable, both as to principal and
interest, together with the Previously Issued New Lien Bonds and any Additional New
Lien Bonds (each, as defined herein), solely from and secured by a lien on and pledge
of the Pledged Revenues of the City's Waterworks and Sewer System. The Bonds,
together with the Previously Issued New Lien Bonds and any Additional New Lien
Bonds, shall be equally and ratably secured by and payable from an irrevocable first
lien on and pledge of the Pledged Revenues. The City has not covenanted nor
obligated itself to pay the Bonds from monies raised or to be raised from taxation
(see "THE BONDS - Security and Source of Payment").
NOT QUALIFIED TAX-
EXEMPT OBLIGATIONS ......... The City will not designate the Bonds as "Qualified Tax-Exempt Obligations" for
financial institutions.

OPTIONAL REDEMPTION........ The City reserves the right, at its option, to redeem the Bonds having stated maturities
on and after August 15, 2021, in whole or in part in principal amounts of $5,000 or any
integral multiple thereof, on August 15, 2020, or any date thereafter, at par value
thereof plus accrued interest to the date of redemption (see "THE BONDS -
Redemption of the Bonds").

TAX EXEMPTION ..................... In the opinion of Bond Counsel, the interest on the Bonds will be excludable from
gross income for federal income tax purposes under existing law, and the Bonds are not
private activity bonds. See "TAX MATTERS" for a discussion of the opinion of Bond
Counsel, including a description of the alternative minimum tax consequences for
corporations.

USE OF PROCEEDS ................. Proceeds from the sale of the Bonds will be used to: (i) refund a portion of the City’s
outstanding Waterworks and Sewer System debt (the “Refunded Bonds”), in order to
lower the overall debt service requirements of the City (see “Schedule I – Schedule of
Refunded Bonds”), (ii) provide funds to make certain improvements and extensions to
the System and (iii) pay the costs associated with the issuance of the Bonds.

*
Preliminary, subject to change.
5
RATINGS .................................. The Bonds have been assigned ratings of “Aa1” by Moody’s Investors Service, Inc.
(“Moody’s”) and “AA” by Standard & Poor’s Ratings Service, A Division of The
McGraw-Hill Companies, Inc. (“S&P”) (see "Other Information - Ratings"). Moody
has recently recalibrated their long-term municipal ratings to their global rating scale.
Information regarding Moody’s recalibration may be found on Moody’s website at
http://v3.moodys.com/researchdocumentcontentpage.aspx?docid=PBM PBM123300
BOOK-ENTRY-ONLY
SYSTEM ................................. The definitive Bonds will be initially registered and delivered only to Cede & Co.,
the nominee of DTC pursuant to the Book-Entry-Only System described herein.
Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or
integral multiples thereof. No physical delivery of the Bonds will be made to the
beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds
will be payable by the Paying Agent/Registrar to Cede & Co., which will make
distribution of the amounts so paid to the participating members of DTC for
subsequent payment to the beneficial owners of the Bonds (see "The Bonds - Book-
Entry-Only System") .

PAYMENT RECORD ............... The City has never defaulted in payment of its bonds.

SELECTED FINANCIAL INFORMATION

Fiscal Water Usage (Thousands of Gallons) Net Revenues Average


Year Estimated Average Peak Available Annual Debt Coverage
Ended City Day Day Total For Service of
9/30 Population Usage Usage Usage Debt Service Requirements Debt
2006 201,927 40,965 73,680 16,157,300 $ 25,376,072 $ 12,601,209 2.01
2007 205,600 32,918 56,780 14,051,200 18,634,981 12,812,096 1.45
2008 210,150 35,370 65,642 14,892,200 24,361,690 12,960,601 1.88
2009 212,250 40,430 64,570 14,757,243 26,549,856 12,126,280 2.19
(1) (1) (1)
2010 213,700 37,376 63,040 13,642,428 24,197,530 13,565,906 1.78

Source: City of Irving

(1) Includes the Previously Issued New Lien Bonds and the Bonds, and excludes the Refunded Bonds. Preliminary, subject to
change.

For additional information regarding the City, please contact:

Max Duplant Chris Janning


Chief Financial Officer or Marti Shew
City of Irving First Southwest Company
825 W. Irving Blvd. 325 N. St. Paul Street, Suite 800
Irving, Texas 75060 Dallas, Texas 75201
(972) 721-4615 (214) 953-4000

6
CITY OFFICIALS, STAFF AND CONSULTANTS

ELECTED OFFICIALS
Length of Term
City Council Service Expires Occupation
Herbert A. Gears 5 years 2011 CFO - CMW Financial, Inc.
Mayor

Michael Gallaway 6 months 2013 Senior Inventory Planner


Councilmember - Place 1

Roy Santoscoy 6 months 2013 Business Owner


Councilmember - Place 2

Allan Meager 6 years 2011 Manager - Parcel Service Company


Councilmember - Place 3

Lewis Patrick 14 years 2012 Retired - City of Irving


Councilmember - Place 4

Rose Cannaday 3 years 2011 Owner - Mediation Services Company


Mayor Pro Tem
Councilmember - Place 5

Rick Stopfer 12 years 2012 Retired - Automotive Retail Consultant


Deputy Mayor Pro Tem
Councilmember - Place 6

Gerald Farris 6 months 2013 Regulatory Manager


Councilmember - Place 7

Joe Philipp 14 years 2012 Business Management Consultant


Councilmember - Place 8

SELECTED ADMINISTRATIVE STAFF


Length of Total
Service to Governmental
Name Position City Service
Tomas Gonzalez City M anager 5 Years 23 Years
Paul Gooch Community Services Team Director 16 Years 33 Years
Charles Anderson City Attorney 30 Years 34 Years
Shanae Jennings City Secretary 8 months 6 Years
Ramiro Lopez Intergovernmental Services Team Director 3 Years 35 Years
M ax Duplant Chief Financial Officer 3 Years 18 Years
Teresa Adrian M anagement Operations Team Director 12 Years 12 Years

CONSULTANTS, ADVISORS AND INDEPENDENT AUDITORS

Independent Auditors .................................................................................................................... Grant Thornton LLP


Dallas, Texas

Bond Counsel ............................................................................................................................ Vinson & Elkins L.L.P.


Dallas, Texas

Financial Advisor .................................................................................................................. First Southwest Company


Dallas, Texas
7
PRELIMINARY OFFICIAL STATEMENT

RELATING TO

$66,850,000*
CITY OF IRVING, TEXAS
WATERWORKS AND SEWER SYSTEM
NEW LIEN REVENUE AND REFUNDING BONDS, SERIES 2010

INTRODUCTION

This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance
of $66,850,000* City of Irving, Texas, Waterworks and Sewer System New Lien Revenue and Refunding Bonds,
Series 2010 (the "Bonds") Capitalized terms used in this Official Statement have the same meanings assigned to
such terms in the Ordinance to be adopted on November 10, 2010 and the Pricing Certificate authorized therein
(together, the “Ordinance”) which will authorize the issuance of the Bonds, except as otherwise indicated herein
(see "Selected Provisions of the Ordinance").

There follows in this Official Statement descriptions of the Bonds and certain information regarding the City and its
finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by
reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor,
First Southwest Company, Dallas, Texas.

All financial and other information presented in this Official Statement has been provided by the City from its
records, except for information expressly attributed to other sources. The presentation of information, including
tables of receipts from taxes and other sources, is intended to show recent historic information and is not intended to
indicate future or continuing trends in the financial position or other affairs of the City. No representation is made
that past experience, as is shown by that financial and other information, will necessarily continue or be repeated in
the future (see “OTHER INFORMATION – Forward Looking Statements Disclaimer”).

DESCRIPTION OF THE CITY . . . The City is a political subdivision and municipal corporation of the State, duly
organized and existing under the laws of the State, including the City's Home Rule Charter. The City was
incorporated in 1914, and first adopted its Home Rule Charter in 1952. The City operates under a Council/Manager
form of government with a City Council comprised of the Mayor and Eight Councilmembers. The term of office is
three years. The City Manager is the chief executive officer for the City. Some of the services that the City
provides are: public safety (police and fire protection), highways and streets, water and sanitary sewer utilities,
health and social services, culture-recreation, public transportation, public improvements, planning and zoning, and
general administrative services. The 2000 Census population for the City was 191,615, while the estimated 2010
population is 212,250. The City covers approximately 69.3 square miles

PLAN OF FINANCING

THE BONDS . . . Proceeds from the sale of the Bonds will be used to: (i) refund a portion of the City’s outstanding
Waterworks and Sewer System debt consisting of a portion of the Waterworks and Sewer System New Lien
Revenue Refunding and Improvement Bonds, Series 2001, the Waterworks and Sewer System New Lien Revenue
Bonds, Series 2002 and the Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds,
Series 2003 (collectively, the “Refunded Bonds”), in order to lower the overall debt service requirements of the
City (see “Schedule I – Schedule of Refunded Bonds”), (ii) provide funds to make certain improvements and
extensions to the System, and (iii) pay the costs associated with the issuance of the Bonds.

REFUNDED BONDS . . . The principal and interest due on the Refunded Bonds are to be paid on the scheduled interest
payment dates, maturity dates and the respective redemption dates of such Refunded Bonds, from funds to be deposited
pursuant to a certain Escrow Agreement (the "Escrow Agreement") between the City and The Bank of New York
Mellon Trust Company, National Association, Dallas, Texas (the "Escrow Agent"). The Ordinance provides that from
the proceeds of the sale of the Bonds received from the Underwriters, together with other available funds of the City,
the City will deposit with the Escrow Agent the amount necessary to accomplish the discharge and final payment of the

*
Preliminary, subject to change.
8
Refunded Bonds on their respective payment and/or redemption dates. Such funds will be held by the Escrow Agent in
a special escrow account (the "Escrow Fund") and used to purchase direct obligations of the United States of America
(the "Federal Securities"). Under the Escrow Agreement, the Escrow Fund is irrevocably pledged to the payment of the
principal of and interest on the Refunded Bonds.

Grant Thornton LLP, a nationally recognized accounting firm, will verify at the time of delivery of the Bonds to the
Underwriters thereof the mathematical accuracy of the schedules that demonstrate the Federal Securities will mature
and pay interest in such amounts which, together with uninvested funds, if any, in the Escrow Fund, will be sufficient to
pay, when due, the principal of and interest on the Refunded Bonds. Such maturing principal of and interest on the
Federal Securities will not be available to pay the Bonds (see "Other Information - Verification of Arithmetical and
Mathematical Computations").

By the deposit of the Federal Securities and cash, if necessary, with the Escrow Agent pursuant to the Escrow
Agreement, the City will have effected the defeasance of all of the Refunded Bonds in accordance with the law. It is
the opinion of Bond Counsel that as a result of such defeasance and in reliance upon the report of Grant Thornton LLP,
the Refunded Bonds will be outstanding only for the purpose of receiving payments from the Federal Securities, and
any cash held for such purpose by the Escrow Agent and such Refunded Bonds will not be deemed as being
outstanding obligations of the City payable from taxes nor for the purpose of applying any limitation on the issuance of
debt.

The City has covenanted in the Escrow Agreement to make timely deposits to the Escrow Fund, from lawfully available
funds, of any additional amounts required to pay the principal of and interest on the Refunded Bonds, if for any reason,
the cash balances on deposit or scheduled to be on deposit in the Escrow Fund be insufficient to make such payment.

SOURCES AND USES OF FUNDS . . . The proceeds from the sale of the Bonds will originate and be applied
approximately as follows:

Sources of Funds

Par Amount of Bonds


Net Reoffering Premium
Accrued Interest
Total Sources

Uses of Funds

Underwriters' Discount
Deposit to Project Construction Fund
Deposit to Escrow Fund
(1)
Deposit to Debt Service Fund
Cost of Issuance
Total Uses

(1) Includes the Rounding Amount.

[Remainder of this Page Intentionally Left Blank]

9
THE BONDS

DESCRIPTION OF THE BONDS . . . The Bonds are dated December 15, 2010 and mature on August 15 in each of the
years and in the amounts shown on page 2. Interest will be computed on the basis of a 360-day year of twelve 30-
day months, and will be payable on February 15 and August 15, commencing February 15, 2011. The definitive
Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will
be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC")
pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the
owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying
Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of
DTC for subsequent payment to the beneficial owners of the Bonds. See "Book-Entry-Only System" herein.
AUTHORITY FOR ISSUANCE . . . The Bonds are being issued pursuant to the Constitution and general laws of the
State of Texas, particularly Texas Government Code, Chapters 1207, 1371 and 1502, as amended, and the
Ordinance.
SECURITY AND SOURCE OF PAYMENT . . . The Bonds are special obligations of the City payable, both as to principal
and interest, together with the Previously Issued New Lien Bonds and any Additional New Lien Bonds (each, as
defined herein), solely from and secured by a lien on and pledge of the Pledged Revenues of the City’s Waterworks and
Sewer System (the “System”). The City has reserved the right to issue Additional Bonds on a parity with the Bonds
(the “Additional New Lien Bonds”), provided that any and all such Additional New Lien Bonds may be issued only in
accordance with and subject to the covenants, conditions, limitations and restrictions which are set forth in the
Ordinances. The Previously Issued New Lien Bonds and any Additional New Lien Bonds, shall be equally and ratably
secured by and payable from an irrevocable first lien on and pledge of the Pledged Revenues (see “Summary of Certain
Provisions of the Ordinances”).

The City currently has outstanding Previously Issued New Lien Bonds secured by and payable from a subordinate lien
on and pledge of the Pledged Revenues on a parity with the Bonds as follows:

Outstanding
Dated Debt
Date 9/30/2010 Issue Description
(1)
03/15/01 $ 10,255,000 WW & SS New Lien Revenue Rfdg & Improv Bonds, Series 2001
(1)
04/01/02 16,975,000 WW & SS New Lien Revenue Bonds, Series 2002
(1)
06/15/03 41,370,000 WW & SS New Lien Revenue Rfdg & Improv Bonds, Series 2003
03/01/04 21,520,000 WW & SS New Lien Revenue Rfdg & Improv Bonds, Series 2004
05/01/05 6,040,000 WW & SS New Lien Revenue Bonds, Series 2005
06/15/06 28,275,000 WW & SS New Lien Revenue Rfdg & Improv Bonds, Series 2006
06/01/07 14,660,000 WW & SS New Lien Revenue Improv Bonds, Series 2007
04/15/08 12,115,000 WW & SS New Lien Revenue & Improv Bonds, Series 2008
05/15/09 20,480,000 WW & SS New Lien Revenue Rfdg & Improv Bonds, Series 2009
Subtotal $ 171,690,000

(2)
$ 66,850,000 WW & SS New Lien Revenue and Refunding Bonds,Series 2010
Total $ 238,540,000

(1) Includes the Refunded Bonds.


(2) Preliminary, subject to change.

The Bonds are not a charge upon any other income or revenues of the City other than the Pledged Revenues and shall
never constitute an indebtedness or pledge of the general credit or taxing powers of the City. The Ordinances do
not create a lien or mortgage on the System, except on the Pledged Revenues, and any judgment against the City may
not be enforced by levy and execution against any property owned by the City.

As additional security, a New Lien Reserve Fund is required to be maintained in an amount at least equal to the greater
of (i) 0.50 multiplied by the average annual Debt Service on the New Lien Bonds or (ii) 0.333 multiplied by the

10
maximum annual Debt Service on the New Lien Bonds (the “New Lien Reserve Fund Requirement”). The City has
covenanted in the Ordinances to deposit to the New Lien Reserve Fund such amounts in equal monthly installments to
cause the New Lien Reserve Fund Obligations to equal the New Lien Reserve Fund Requirement within 60 months of
delivery of a series of New Lien Bonds. Any additional amount required to be accumulated in such Fund by reason of
the issuance of Additional New Lien Bonds will be funded over a 60 month period in accordance with the provisions of
the Ordinances (see "Selected Provisions of the Ordinances"). The City also reserves the right, in accordance with
applicable law, to substitute a credit facility for cash or investments in the New Lien Reserve Fund.

PLEDGED REVENUES . . . The Pledged Revenues consist of the Net Revenues of the System required to establish and
maintain the Previously Issued Senior Lien Bonds Interest and Sinking Fund, the Previously Issued Senior Lien Bonds
Reserve Fund, the Previously Issued Senior Lien Bonds Contingencies Fund, the New Lien Interest and Sinking Fund
and the New Lien Reserve Fund. The Bonds, the Previously Issued New Lien Bonds and any Additional New Lien
Bonds are equally and ratably secured by a lien on and pledge of the Pledged Revenues which is junior and subordinate
to the lien on and pledge of the Pledged Revenues made for the security and payment of the Previously Issued Senior
Lien Bonds.

RATES . . . The City has covenanted in the Ordinances that it will at all times charge and collect rates for services
rendered by the System sufficient to pay all operating, maintenance, replacement and improvement expenses and any
other costs deductible in determining Net Revenues and to pay interest on and the principal of the Bonds, and any
Additional New Lien Bonds, and to establish and maintain the funds provided for in the ordinances authorizing the
Previously Issued New Lien Bonds, and the Ordinances. The City has further covenanted that, if the System should
become legally liable for any other indebtedness, it will fix and maintain rates and collect charges for the services of the
System sufficient to discharge such indebtedness.

Optional Redemption of the Bonds . . . The City reserves the right, at its option, to redeem Bonds having stated
maturities on and after August 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple
thereof, on August 15, 2020, or any date thereafter, at par value thereof plus accrued interest to the date of
redemption. If less than all of the Bonds are to be redeemed, the City may select the maturities of Bonds to be
redeemed. If less than all the Bonds of any maturity are to be redeemed, the Paying Agent/Registrar (or DTC while
the Bonds are in Book-Entry-Only form) shall determine by lot the Bonds, or portions thereof, within such maturity
to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been called for redemption and
notice of such redemption shall have been given, such Bond (or the principal amount thereof to be redeemed) shall
become due and payable on such redemption date and interest thereon shall cease to accrue from and after the
redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by
the Paying Agent/Registrar on the redemption date.

NOTICE OF REDEMPTION . . . Not less than 30 days prior to a redemption date for the Bonds, the City shall cause a
notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the
Bonds to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books
of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing such
notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY
GIVEN, WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. NOTICE HAVING
BEEN SO GIVEN, THE BONDS CALLED FOR REDEMPTION SHALL BECOME DUE AND PAYABLE ON
THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY BOND OR PORTION
THEREOF HAS NOT BEEN SURRENDERED FOR PAYMENT, INTEREST ON SUCH BOND OR PORTION
THEREOF SHALL CEASE TO ACCRUE.

The City reserves the right, in the case of an optional redemption, 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 a default. Further, in the case of a
11
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 a default.

DEFEASANCE . . . The Ordinance provides that the City may discharge its obligations to the registered owners of
any or all of the Bonds to pay principal, interest and redemption price thereon in any manner permitted by law.
Under current Texas law, such discharge may be accomplished by either (i) depositing with the Comptroller of
Public Accounts of the State of Texas a sum of money equal to the principal of, premium, if any, and all interest to
accrue on the Bonds to maturity or prior redemption or (ii) by depositing with any place of payment (paying agent)
for bonds of the City payable from revenues or from ad valorem taxes or both, amounts sufficient to provide for the
payment and/or redemption of the Bonds provided that such deposits may be invested and reinvested only in (a)
direct, noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United State of America, (b) noncallable bonds of an agency or instrumentality of the United
States of America, including bonds that are unconditionally guaranteed or insured by the agency or instrumentality
and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (c) noncallable bonds of a state or an agency or a county, municipality, or other political subdivision
of a state that have been refunded and on the date the governing body of the City adopts or approves the proceeding
authorizing the issuance of refunding bonds to refund the Bonds that are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent. The foregoing obligations may be
in book-entry only form, and shall mature and/or bear interest in such amounts as will be sufficient to provide for
the scheduled payment and/or redemption of the Bonds. If any such Bonds are to be redeemed prior to their
respective dates of maturity, provision must have been made for giving notice of redemption as provided in the
Ordinance.

Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid.
Provided, however, the City has reserved the option, to be exercised at the time of the defeasance of the Bonds, to
call for redemption, at an earlier date, those Bonds which have been defeased to their maturity date, if the City: (i)
in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the
Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately
following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation
be included in any redemption notices that it authorizes.

There is no assurance that the current law will not be changed in a manner which would permit investments other
than those described above to be made with amounts deposited to defease the Bonds. Because the Ordinance does
not contractually limit such investments, registered owners may be deemed to have consented to defeasance with
such other investments, notwithstanding the fact that such investments may not be of the same investment quality as
those currently permitted under State law.

BOOK-ENTRY-ONLY SYSTEM . . . This section describes how ownership of the Bonds is to be transferred and how
the principal of, premium, if any, and interest on the Bonds are to be paid to and accredited by The Depository
Trust Company (“DTC”), New York, New York, while the Bonds are registered in its nominee name. The
information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in
disclosure documents such as this Official Statement. The City believes the source of such information to be
reliable, but takes no responsibility for the accuracy or completeness thereof.

The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the
Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt
service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other
notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the
manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and
Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on
file with DTC.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee). One fully registered certificate will be issued
for each maturity of the Bonds in the aggregate principal amount of each such maturity and will be deposited with
DTC.

12
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,
and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s
participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through electronic computerized book-
entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
and www.dtc.org.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial
Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership
interest in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative
of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners
of the Bonds; DTC’s records reflect only the identity of the Direct Participant to whose account such Bonds are
credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds unless authorized by a Direct
Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the
County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

Redemption proceeds and principal and interest payments on the Bonds will be made to DTC. DTC’s practice is to
credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the
City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC’s
records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as in the case with securities held for the accounts of customers in bearer form or registered in “street
name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying
Agent/Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to
13
time. Payment of redemption proceeds and principal and interest to DTC is the responsibility of the City or Paying
Agent/Registrar, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving
reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a
successor securities depository is not obtained, Bond certificates are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities
depository). In that event, Bonds will be printed and delivered.

Use of Certain Terms in Other Sections of this Official Statement . . . In reading this Official Statement it should
be understood that while the Bonds are in the Book-Entry-Only System, references in other sections of this Official
Statement to registered owners should be read to include the person for which the Participant acquires an interest in
the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii)
except as described above, notices that are to be given to registered owners under the Ordinance will be given only
to DTC.

Information concerning DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed
as to accuracy or completeness by, and is not to be construed as a representation by the City, the Financial Advisor
or the Underwriters.

Effect of Termination of Book-Entry-Only System In the event that the Book-Entry-Only System is
discontinued by DTC or the use of the Book-Entry-Only System is discontinued by the City, printed Bonds will be
issued to the holders and the Bonds will be subject to transfer, exchange and registration provisions as set forth in
the Ordinance and summarized under "The Bonds - Transfer, Exchange and Registration" below.

PAYING AGENT/REGISTRAR . . . The initial Paying Agent/Registrar is The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas. In the Ordinance, the City retains the right to replace the Paying
Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds
are duly paid, and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized
under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the
duties and services of Paying Agent/Registrar for the Bonds. Upon any change in the Paying Agent/Registrar for
the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the
Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.

Principal of the Bonds will be payable to the registered owner at maturity or prior redemption upon presentation at
the principal office of the Paying Agent/Registrar. Interest on the Bonds will be payable by check, dated as of the
interest payment date, and mailed by the Paying Agent/Registrar to registered owners as shown on the records of the
Paying Agent/Registrar on the Record Date (see "The Bonds - Record Date for Interest Payment" herein), or by
such other method acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. 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 Paying Agent/Registrar is located
are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are 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.

TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book-Entry-Only System should be discontinued,
the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon
presentation and surrender to the Paying Agent/Registrar, and such transfer or exchange shall be without expense or
service charge to the registered owner, except for any tax or other governmental charges required to be paid with
respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form
on the respective Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar.
New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or exchanged, at
the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the
new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds
14
will be delivered to the registered owner or assignee of the registered owner in not more than three business days
after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly
executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
New Bonds registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any
one maturity and for a like aggregate designated amount as the Bonds surrendered for exchange or transfer. See
"Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and
transferability of the Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the
uncalled balance of a Bond.

REPLACEMENT BONDS . . . If any Bond is mutilated, destroyed, stolen or lost, a new Bond in the same principal
amount as the Bond so mutilated, destroyed, stolen or lost will be issued. In the case of a mutilated Bond, such new
Bond will be delivered only upon surrender and cancellation of such mutilated Bond. In the case of any Bond issued
in lieu of an substitution for a Bond which has been destroyed, stolen or lost, such new Bond will be delivered only
(a) upon filing with the City and the Paying Agent/Registrar a certificate to the effect that such Bond has been
destroyed, stolen or lost and proof of the ownership thereof, and (b) upon furnishing the City and the Paying
Agent/Registrar with indemnity satisfactory to them. The person requesting the authentication and delivery of a new
Bond must pay such expenses as the Paying Agent/Registrar may incur in connection therewith.

RECORD DATE FOR INTEREST PAYMENT . . . The record date ("Record Date") for the interest payable on the Bonds
on any interest payment date means the close of business on the last business day of the preceding month.

In the event of a non-payment of interest on a scheduled 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 ("Special Payment Date", which shall be 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 Holder of a Bond appearing on the registration 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.

BONDHOLDERS’ REMEDIES . . . Except for the remedy of mandamus to enforce the City's covenants and obligations
under the Ordinance, the Ordinance does not establish other remedies or specifically enumerate the Events of
Default with respect to the Bonds. The Ordinance does not provide for a trustee to enforce the covenants and
obligations of the City. In no event will registered owners have the right to have the maturity of the Bonds
accelerated as a remedy. The enforcement of the remedy of mandamus may be difficult and time consuming. No
assurance can be given that a mandamus or other legal action to enforce a default under the Ordinance would be
successful. On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3rd 325 (Tex.
2006) ("Tooke") that a waiver of sovereign immunity must be provided for by statute in "clear and unambiguous"
language. In so ruling, the Court declared that statutory language such as "sue and be sued", in and of itself, did not
constitute a clear and unambiguous waiver of sovereign immunity. Because it is not clear that the Texas Legislature
has effectively waived the City’s immunity from suit for money damages, a Bondholder may not be able to bring
such a suit against the City for breach of the Bonds or the Ordinance. In Tooke, the Court noted the enactment in
2005 of sections 271.151-.160, Texas Local Government Code (the "Local Government Immunity Waiver Act"),
which, according to the Court, waives "immunity from suit for contract claims against most local governmental
entities in certain circumstances." The Local Government Immunity Waiver Act covers cities and relates to
contracts entered into by cities for providing goods or services to cities. The City is not aware of any Texas court
construing the Local Government Immunity Waiver Act in the context of whether contractual undertakings of local
governments that relate to their borrowing powers are contracts covered by the Local Government Immunity
Waiver Act. As noted above, the Ordinance provides that Bondholders may exercise the remedy of mandamus to
enforce the obligations of the City under the Ordinance. Neither the remedy of mandamus nor any other type of
injunctive relief was at issue in Tooke, and it is unclear whether Tooke will be construed to have any effect with
respect to the exercise of mandamus, as such remedy has been interpreted by Texas courts. In general, Texas courts
have held that a writ of mandamus may be issued to require public officials to perform ministerial acts that clearly
pertain to their duties. Texas courts have held that a ministerial act is defined as a legal duty that is prescribed and
defined with a precision and certainty that leaves nothing to the exercise of discretion or judgment, though
mandamus is not available to enforce purely contractual duties. However, mandamus may be used to require a
15
public officer to perform legally-imposed ministerial duties necessary for the performance of a valid contract to
which the State or a political subdivision of the State is a party (including the payment of monies due under a
contract).

Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code.
Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source
of revenues, such provision is subject to judicial construction. Chapter 9 also includes an automatic stay provision
that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or
bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of
Chapter 9 protection from creditors, the ability to enforce any remedies under the Ordinance would be subject to the
approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other
federal or state court), and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in
administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to
the enforceability of the Ordinance and the Bonds are qualified with respect to the customary rights of debtors
relative to their creditors. In addition, while the City has covenanted to secure the Bonds by a lien on the Pledged
Revenues, Bond Counsel will opine only that a valid and enforceable lien has been granted on the Pledged
Revenues. Bond Counsel has not been requested to, and has not, rendered any opinion as to the priority status of
the pledge of the Pledged Revenues.

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THE SYSTEM

WATERWORKS SYSTEM

Source of Water Supply

The City has historically purchased its water supply from the City of Dallas under a wholesale services contract, and the
City continues to purchase a small amount of water from the City of Dallas. The City now uses water from Lake
Chapman as its primary water supply. Other major entities that are currently authorized to divert or use water from
Lake Chapman, either as water rights holders or as parties to a contract with water rights holders include the North
Texas Municipal Water District, the Upper Trinity Regional Water District (which derives its water rights pursuant to
an agreement with the Sulphur River Municipal Water District) and the Sulphur River Municipal Water District. Lake
Chapman (formerly Cooper Lake) is located on the Sulphur River, 90 miles east of Irving. The total available
authorized diversion from the lake is 146,520 acre-ft /year, and the City has acquired the right to divert or use 54,000
acre-feet of such total authorized amount. In addition, pursuant to a grant by the Texas Water Commission
(predecessor to the Texas Commission on Environmental Quality), the North Texas Municipal Water District, which
serves Garland, Mesquite, Richardson and several other cities and towns north and east of Dallas County, acquired the
right to divert 57,214 acre-ft/year in Lake Chapman and the Sulphur River Municipal Water District secured the right to
divert 35,306 acre-feet/year.

The U.S. Corps of Engineers (the “Corps”) construction of Lake Chapman is complete and deliberate impoundment
occurred on September 28, 1991. The deliberate impoundment resulted in the start of initial use debt payments
($167,000 annually) and operation of maintenance payments (estimated at $100,000 annually) to the Corps. Effective
on the tenth anniversary, the City began paying debt service on the future-use portion of the contract. In 2006, the
Corps declared the final project costs and the annual debt service payments of $893,903.95 (consisting of $426,880.22
for present use and $467,023.73 for future use).

The City began accumulating funds from operations for the Lake Chapman project in 1970. The City entered into a
contract with North Texas Municipal Water District (“NTMWD”) for joint engineering and construction of Phase I of
the project. The City contributed $26,609,909, to a City/NTMWD joint construction fund for the design and
construction of an intake/pump station, a pipeline, and related right-of-way acquisition from Lake Chapman to Lake
Lavon and construction was completed in 1997. Phase II of the project involved the construction of a pump station,
and a pipeline to transport the City’s water from Lake Lavon to Lake Lewisville. The total costs of the Lake Chapman
Phase II project are approximately $94,000,000. In June 2003, the City realized substantial completion of the Lake
Chapman project and the delivery of the first water to the citizens of Irving.

The City entered into separate new agreements with the City of Dallas for treatment of Lake Chapman water
(Treatment Services Contract) and to continue as a wholesale customer (Water Treatment Contract), which became
effective on June 30, 2003. Under the agreements, the City continued its wholesale customer status with reduction in
the wholesale demand volume by an amount equal to the volume of water being supplied under the Treatment Services
Contract, which provides treatment services for the City’s Lake Chapman water supply.

For 2009-10, the cost of potable water under the Water Treatment Contract is based upon a two-part rate consisting of a
demand charge of $179,991 per million gallons per day (mgd) per annum or $5,670.94 per mgd per diem and a volume
rate of $0.3826 per thousand gallons. The rate of flow controller representing the daily demand is currently set on 6.7
mgd.

Under the Treatment Services Contract, the cost paid to the City of Dallas is also based upon a two-part rate structure.
For the fiscal year 2009-10, the demand charge is $49,890 per mgd per annum or $8,611.15 per mgd per diem and is
based upon 63 mgd. The volume charge is $0.2957 per thousand gallons. Additionally, the City will compensate the
City of Dallas for the use of storage in Lake Lewisville, the use of the Lake Lewisville outlet works for the release of its
water, the use of the existing Elm Fork River channel and associated Carrollton Dam, emergency water supply service
and readiness to serve by Dallas. The amount payable to the City of Dallas during the first year (July 1, 2003 to June
30, 2004) was $7,186,000. The amount payable to the City of Dallas during July 1, 2007 to June 30, 2008 was
$2,849,000. This amount reduces annually through 2010, and from 2011 through 2033 the amount payable to the City
of Dallas is fixed at $216,367.00 per annum.

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In May 1999, the City entered into a 30-year contract with the Upper Trinity Regional Water District (“UTRWD”) for
the transportation of UTRWD water from Lake Chapman to Lake Lewisville. Under the terms of the agreement,
UTRWD will reimburse the City for 22.94% of the operation and maintenance costs plus an amount equal to 22.94% of
the annual depreciation and a rate of return equal to the embedded interest rate plus 1.5% times the Net Book Value.
This generated approximately $2,886,070 during the 2009-10 fiscal year.

Daily Usage and Storage Capacity

2008 average daily demand 35,369,548 Gallons Per Day (G.P.D.)


2008 maximum daily demand 65,642,000 G.P.D.
2009 average daily demand 34,479,718 G.P.D.
2009 maximum daily demand 64,570,000 G.P.D.
Storage: Elevated 15,500,000 Gallons
Ground 57,000,000 Gallons

Future Water Supply

The City has created a fund for the purpose of accumulating funds to acquire additional sources of raw water in an
effort to obtain supplies sufficient to meet the total future needs of the City. The City transferred $400,000 to this fund
during fiscal year 2007-08 and expects to transfer $400,000 to this fund during fiscal year 2008-09. The City
completed an application with the Texas Commission on Environmental Quality for approval of a water re-use permit.
The application has passed stage one approval and is now in stage two. The City will be required to pay $175,000 per
year for re-use rights. In addition to this possible source, Irving remains involved with the area’s other major water
suppliers studying the potential development of additional reservoirs including Marvin Nichols and Ralph Hall. The
City, in pursuit of securing future water sources, has compensated the City of Paris for an exclusive 12-month
negotiation period regarding the sale of water supply from Pat Mayse Lake. Negotiations are ongoing while an
engineering study will be procured by the City regarding the feasibility of such an agreement with the City of Paris.

Water Quality

Treated water provided by the City is subject to extensive federal and state laws and regulations. The City currently
expects to meet or surpass all federal and state established water standards, and its water system has been designated as
“Superior” by the State of Texas. The 1996 amendments to the federal Safe Drinking Water Act redirected the
approach of the Environmental Protection Agency (the “EPA”) to regulation, and resulted in several new regulatory
initiatives. At this time, the City obtains all of its treated water from the City of Dallas.

TABLE 1 - HISTORICAL WATER CONSUMPTION (THOUSANDS OF GALLONS)

Fiscal Year Daily


Ended 9/30 Average Peak Day Peak Month Water Pumped Water Billed Water Revenue
2006 40,965 73,680 1,843,000 16,157,300 14,952,208 $ 43,227,395
2007 32,918 56,780 1,519,323 14,051,200 12,015,307 35,107,089
2008 35,370 65,642 1,971,620 14,892,200 12,909,885 42,947,265
2009 40,430 64,570 1,716,460 14,757,243 12,585,097 43,811,006
2010 37,376 63,040 1,759,538 13,642,428 12,278,807 44,208,152

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TABLE 2 - TEN LARGEST WATER CUSTOMERS FOR FISCAL YEAR 2009 (BASED ON GALLONS CONSUMED)

% of % of
Total Total
Water Usage Water Water Water
Customer Type of Industry (000's) Usage Revenue Revenue
Dr. Pepper Soft Drink Bottler 361,227 2.94% $ 1,115,761 2.55%
Irving ISD Public School District 146,235 1.19% 564,644 1.29%
American Beverage Soft Drink Bottler 134,987 1.10% 417,764 0.95%
Valley Ranch Master Association Homeowners Association 103,729 0.84% 400,181 0.91%
Four Seasons Resort Hotel/Resort 71,351 0.58% 266,735 0.61%
Las Colinas Association Homeowners Association 62,574 0.51% 253,731 0.58%
Frito-Lay Food Manufacturer 59,144 0.48% 218,779 0.50%
Teccor Electronic Electronics Manufacturer 54,623 0.44% 197,740 0.45%
Carrollton Farmers Branch ISD Public School District 47,425 0.39% 183,078 0.42%
Grand Venetian Apartments 45,786 0.37% 170,861 0.39%

Total 1,087,081 8.85% $ 3,789,273 8.65%

TABLE 3 - MONTHLY WATER RATES


Present Rates Present Rates
(Effective 7/22/2010) (Effective 10/01/2010)
(a) Monthly Service Charge
First 3,000 gallons of water, or less
5/8" and 3/4" Meter $8.39 $8.82
1" Meter $10.17 $10.69
1 1/2" Meter $14.27 $15.00
2" Meter $20.13 $21.16
3" Meter $32.41 $34.07
4" Meter $45.38 $47.70
6" Meter $79.38 $83.43
8" Meter $100.26 $105.38
10" Meter $145.73 $153.17
12" Meter $217.00 $228.07

(b) Residential water rates:


Next 7,000 gallons , per 1,000 gallons $3.44 $3.62
Next 10,000 gallons, per 1,000 gallons $3.62 $3.81
All over 20,000 gallons:
October-May consumption, per 1,000 gallons $3.77 $3.97
June -September consumption, per 1,000 gallons $4.10 $4.31

(c) Apartment water rates:


Next 7,000 gallons, per 1,000 gallons $3.44 $3.62
Next 10,000 gallons, per 1,000 gallons $3.62 $3.81
All over 20,000 gallons:
October-May consumption, per 1,000 gallons $3.77 $3.97
June -September consumption, per 1,000 gallons $3.99 $4.20

(d) Commercial water rates:


Next 7,000 gallons, per 1,000 gallons $3.44 $3.62
Next 10,000 gallons, per 1,000 gallons $3.62 $3.81
All over 20,000 gallons:
October-May consumption, per 1,000 gallons $3.77 $3.97
June -September consumption, per 1,000 gallons $3.99 $4.20

(e) Large Industrial water rates:


All over 3,000 gallons, per 1,000 gallons $3.23 $3.40

19
Any customer receiving water service at one location or complex through more than one meter will receive only one
20,000 gallon allowance during the summer period (June through September) consumption before the conservation rate
is applied.

If the City does not have a single meter of sufficient size to meter the water volume of an apartment, commercial or
industrial customer and more than one meter must be used to meter the water quantity, the minimum water rate will be
applied to one of said multiple meters only.

WASTEWATER SYSTEM

The City wastewater system consists of 601.98 miles of collection lines ranging in size from 6 inches to 18 inches in
diameter and 61.25 miles of interceptor lines ranging from 12 inches to 54 inches in diameter. The City is divided
into 12 collection basins. The City’s wastewater is delivered to the Trinity River Authority (“TRA”) for treatment
through 19 points of entry into the TRA system. The City is the second largest Customer City served by the TRA
Central Regional Wastewater Treatment Plant located just south of the City of Grand Prairie.

TABLE 4 - WASTEWATER USAGE (THOUSANDS OF GALLONS)

Fiscal Year Daily Monthly Total


Ended 9/30 Average Average Total Usage Revenues
2006 23,371 710,864 8,530,364 $ 20,740,102
2007 23,704 721,006 8,652,070 20,929,091
2008 22,662 689,300 8,271,601 20,703,801
2009 22,839 681,914 8,182,971 24,416,158
(1)
2010 22,489 681,603 8,179,240 23,533,446

(1) Data through September 30, 2010 usage

TABLE 5 - MONTHLY SEWER RATES

Current Rates Current Rates


(Effective 7/22/2010) (Effective 10/01/2010)
per 1,000 gallons per 1,000 gallons

Residential: First 2,000 gallons $4.88 $5.13


Over 2,000 gallons $2.67 $2.81

Commercial: First 10,000 gallons $25.35 $26.65


Over 10,000 gallons $2.78 $2.93

Industrial: First 15,000 gallons $38.04 $39.99


Over 15,000 gallons $2.78 $2.93

Residential and Commercial rates are based on the average monthly metered water sales for January, February and
March.

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DEBT INFORMATION

TABLE 6 - WATERWORKS AND SEWER SYSTEM REVENUE DEBT SERVICE REQUIREMENTS

Fiscal Less: Total


Year Refunded Outstanding % of
Ended Previously Issued New Lien Bonds Bonds The Bonds (2) Debt Principal
9/30 Principal Interest Total Debt Service (1) Principal Interest Total Service Retired
2011 $ 10,320,000 $ 8,094,566 $ 18,414,566 $ 4,573,926 $ 4,005,000 $ 2,228,333 $ 6,233,333 $ 20,073,973
2012 10,825,000 7,605,866 18,430,866 4,686,926 3,205,000 3,142,250 6,347,250 20,091,190
2013 11,345,000 7,073,910 18,418,910 5,978,789 4,655,000 2,985,000 7,640,000 20,080,121
2014 11,975,000 6,536,491 18,511,491 6,041,858 4,950,000 2,749,250 7,699,250 20,168,884
2015 12,525,000 5,983,660 18,508,660 6,557,051 5,715,000 2,501,750 8,216,750 20,168,359 33.34%
2016 12,735,000 5,387,635 18,122,635 6,705,689 6,145,000 2,216,000 8,361,000 19,777,946
2017 12,975,000 4,781,604 17,756,604 5,416,670 5,165,000 1,908,750 7,073,750 19,413,684
2018 13,150,000 4,135,804 17,285,804 4,567,208 4,570,000 1,650,500 6,220,500 18,939,096
2019 12,670,000 3,528,059 16,198,059 4,573,463 4,810,000 1,422,000 6,232,000 17,856,596
2020 12,080,000 2,932,915 15,012,915 2,794,500 3,270,000 1,181,500 4,451,500 16,669,915 70.05%
2021 11,110,000 2,376,898 13,486,898 2,794,438 3,435,000 1,018,000 4,453,000 15,145,460
2022 9,315,000 1,866,268 11,181,268 2,948,275 3,760,000 846,250 4,606,250 12,839,243
2023 7,795,000 1,425,228 9,220,228 1,008,000 2,010,000 658,250 2,668,250 10,880,478
2024 6,600,000 1,055,310 7,655,310 1,370,000 557,750 1,927,750 9,583,060
2025 4,970,000 756,721 5,726,721 1,440,000 489,250 1,929,250 7,655,971 91.76%
2026 4,620,000 527,225 5,147,225 1,510,000 417,250 1,927,250 7,074,475
2027 3,385,000 310,200 3,695,200 1,585,000 341,750 1,926,750 5,621,950
2028 2,300,000 151,950 2,451,950 1,665,000 262,500 1,927,500 4,379,450
2029 995,000 47,263 1,042,263 1,750,000 179,250 1,929,250 2,971,513
2030 - - - 1,835,000 91,750 1,926,750 1,926,750 100.00%
Totals $ 171,690,000 $ 64,577,571 $ 236,267,571 $ 58,646,791 $ 66,850,000 $ 26,847,333 $ 93,697,333 $ 271,318,113

(1) Preliminary, subject to change.


(2) Average life of the Bonds – 7.953 years. Interest on the Bonds has been calculated at the rate of 3.15% for illustrational purposes only. Preliminary, subject to change.

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TABLE 7 - AUTHORIZED BUT UNISSUED REVENUE BONDS

The City has no voted but unissued revenue bonds, and pursuant to State law, the City is not required to approve its
revenue bonds through an election.

ANTICIPATED ISSUANCE OF REVENUE BONDS . . . The City does not expect to issue additional New Lien Bonds in
the next twelve months. See “SELECTED PROVISIONS OF THE ORDINANCE – Additional New Lien Bonds.”

PENSION FUND . . . The City participates in three retirement plans. The Fireman's Relief and Retirement Fund
(“FRRF”) is a defined benefit plan covering the City's firefighters. The Board of Trustees of the Irving FRRF is the
administrator of the FRRF. FRRF is not a part of the City’s reporting entity because the City does not have
fiduciary responsibility over the FRRF assets, is not able to impose its will on the FRRF, nor is the FRRF fiscally
dependent on the City and the board is not appointed by the City Council. The Supplemental Benefit Plan (“SBP”)
is a contributory defined benefit plan covering all full-time City employees (excluding Fire Civil Service employees
and nonresident aliens). The SBP has an annual actuarial evaluation to determine whether or not the current
contribution rate is sufficient to support the benefits of SBP. Beginning January 1995, the City ceased all employer
contributions to the plan. The City is also a member of the Texas Municipal Retirement System ("TMRS"). TMRS
is a statewide agent multi-employer, joint contributory, hybrid-defined benefit plan. (For more detailed information
concerning the retirement plans, see Appendix B, "Excerpts from the City's Annual Financial Report" - Note 10).

VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION . . . Effective August 31, 2000, the City established the City
of Irving Voluntary Employee Beneficiary Association (VEBA). The purpose of the plan was to provide a
temporary monthly benefit to certain eligible retirees of the City to help cover a portion of the eligible retiree’s cost
of medical coverage from the City. The benefit was initially established at a level that represented 75% of the
“retiree-only” premium for the lowest cost medical plan offered by the City.

The VEBA Plan was significantly amended in September 2004 to include eligible active employees as well as
eligible retirees. An eligible retiree means an individual who has retired or was eligible to retire from active service
with the City before January 1, 2005 and has at least 25 years of service with the City before January 1, 2005 and
has attained either (i) 55 years of age and at least 30 years of service with the City or (ii) 60 years of age and at least
25 years of service with the City. The period of coverage commences with the enrollment of an eligible employee
and ends on the later of (a) the date the eligible employee retires or (b) the last day of the month in which the
eligible employee attains age 65. The monthly subsidy for eligible retirees is fixed at $168.75. Annual VEBA
subsidy payments totaled $133,312 in fiscal year 2010.

Existing funds were allocated to establish a reserve sufficient to meet the full funding requirements for the current
retirees and future eligible employees. The City has not made contributions during the fiscal year to the Trust.

There are currently 71retirees enrolled in the plan:

Quality Connect 20
Choice POS II 49
Quality Plus 2

Because the amounts in the Trust are for the benefit of both retirees and current employees and because the City has
used funds from the Trust to subsidize current employee premiums to the healthcare plan, the Trust does not qualify
to be considered an Other Post-Employment Benefit Plan subject to GASB Statement 43.

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VEBA does not issue separate audited GAAP financial reports. Its financial statements are presented below:

Schedule of Plan Net Assets for Fiscal Year Ended September 30, 2010

Assets
Cash and cash equivalents $ 908,345
Interest receivable on investmen 177
Total assets $ 908,522

Net Assets
Held in trust for pension benefits
and other purposes $ 908,522

Schedule of Changes in Plan Net Assets for Fiscal Year Ended September 30, 2010

Additions
Interest $ 1,916
Total additions 1,916
Deductions
Benefits and refunds paid 133,312
Total deductions 133,312
Net change in plan net assets (131,396)
Plan net assets, beginning of year 1,039,918
Plan net assets, end of year $ 908,522

OTHER POST-EMPLOYMENT BENEFITS . . .Plan Description: In addition to the pension benefits described in Note
10, as required by state law and defined by City Policy, the City makes available health care benefits to all
employees who retire from the City and who are receiving benefits from the City’s sponsored retirement program
(Texas Municipal Retirement System) through a single-employer defined benefit healthcare plan. This healthcare
plan provides lifetime insurance of eligible retirees, their spouses and dependents through the City’s group health
insurance plan, which covers both active and retired members. Benefit provisions are established by management.

Effective January 1, 2006, employees may retire after attaining age 60 and at least five years of service or with 20
years of service regardless of age to remain on the group health and life insurance plan for life. Effective August 3,
2006, the group health benefit plan was revised a) to define “Retiree” as any former employee who has met the
specified requirements for service or disability retirement under any one of the retirement plans sponsored by the
City and b) to revise eligibility for medical benefits for retirees and dependents and clarified continuity of coverage
for both the retiree and dependents. The retired employees are required to pay 100% of the premium. The plan
does not issue a separate report. For financial reporting purposes, the retiree health plan is accounted for in the Self
Insurance Fund. As of September 30, 2010, 230 participants were receiving benefits.

Funding Policy: Current retirees contribute to the retiree health plan the total blended premium for active
participants and the City’s contribution for actives. The City’s contribution consists of pay-as-you-go claims in
excess of the retiree contributions. Retiree contributions rates for fiscal year 2010 ranged from $110.13 to
$1,454.66 per month depending on age and coverage levels selected. In fiscal year 2010, total member
contributions were $4,040,562.43. The City contribution to the plan of retiree claims net of retiree contributions for
fiscal year 2010 was $2,813,258.44.

Annual OPEB Cost and Net OPEB Obligation: The City’s annual other postemployment benefit (OPEB) cost
(expense) for the retiree health plan is calculated based on the annual required contribution of the employer (ARC),
an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a
level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any
unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty years.

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The following table shows the components of the City’s annual OPEB cost for the year, the amount actually
contributed to the plan, and changes in the City’s net OPEB obligation.

Annual required contribution $ 1,841,549


Contributions made (2,813,258)
Change in OPEB obligation (971,709)
Net OPEB obligation – beginning of year 5,113,422
Net OPEB obligation – end of year $ 4,141,713

The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB
obligation for 2010 and the two preceding years were as follows:

Percentage of Net
Fiscal Annual Annual OPEB OPEB
Year OPEB Costs Cost Contributed Obligation
2008 $4,092,290 39.3% $2,483,303
2009 4,063,995 35.3% $5,113,422
2010 1,884,549 151.6% $4,141,713

Funded Status and Funding Progress: As of December 31, 2009, the most recent actuarial valuation date, the
actuarial accrued liability for benefits was $26,375,713, all of which was unfunded. The covered payroll (annual
payroll of active employees covered by the plan) was $75,385,907, and the ratio of the unfunded actuarial accrued
liability to the covered payroll was 69.4%.

Actuarial valuation of the plan involves estimates of the value of reported amounts and assumptions of the
probability of occurrence of events far into the future. Examples include assumptions about future employment,
mortality, and the healthcare costs trend. Amounts determined regarding the funded status of the program and the
annual required contributions of the employer are subject to continual revision as actual results are compared with
past expectations and new estimates are made about the future. The schedule of funding progress, presented as
required supplementary information following the notes to the financial statement, presents multiyear trend
information (only one year presented in this year of implementation) that shows whether the actuarial value of plan
assets held in an irrevocable trust is increasing or decreasing over time relative to the actuarial accrued liabilities for
benefits

Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the
substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits
provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer
and plan members at that point. The actuarial methods and assumptions used include techniques that are designed
to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets,
consistent with the long-term perspective of the calculations.

In the December 31, 2009 actuarial valuation, the projected unit credit actuarial cost method was used. Using the
plan benefits, the present health premiums and a set of actuarial assumptions, the anticipated future payments are
projected. The projected unit credit method then provides for a systematic funding for these anticipated payments.
The yearly ARC is computed to cover the cost of benefits being earned by covered members as well as to amortize a
portion of the unfunded accrued liability. If experience is in accordance with the assumptions used, the ARC will
increase at approximately the same rate as active member payroll, and the ARC as a percentage of payroll will
remain basically level on a year-to-year basis. The actuarial assumptions include a 4.5% investment rate of return
(compounded annually net after investment expenses) and an annual healthcare cost trend rate of 10% initially,
reduced by decrements to an ultimate rate of 4.5% after 11 years. Both rates include a 3% inflation
assumption. The City’s unfunded actuarial accrued liability is being amortized as a level percent of active member
payroll over a closed period. The remaining amortization period at December 31, 2009, was 28 years.

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FINANCIAL INFORMATION

TABLE 8 - CONDENSED SCHEDULE OF OPERATIONS

Estimate Fiscal Year Ended September 30


2010 2009 2008 2007 2006
Operating Revenues:
Charges for Services $ 74,826,341 $ 75,900,831 $ 71,658,774 $ 62,085,043 $ 69,908,890
Total Operating Revenues $ 74,826,341 $ 75,900,831 $ 71,658,774 $ 62,085,043 $ 69,908,890

Operating Expenses:
Water Purchases $ 11,890,064 $ 10,015,350 $ 11,559,385 $ 12,497,247 $ 12,005,499
Sewer Treatment Costs 12,882,276 13,903,746 12,659,184 12,085,752 10,125,032
Personnel Services 10,043,518 9,893,608 9,650,308 9,573,327 9,595,576
Supplies 2,500,580 3,066,574 2,627,084 1,064,527 964,951
M aintenance 1,654,259 1,969,512 1,960,938 1,902,093 1,704,875
Light and Power 3,767,615 4,031,565 3,680,462 3,115,968 5,349,227
Depreciation 12,500,000 12,319,400 11,572,922 11,235,473 10,506,882
Sundry Charges 413,308 589,617 706,048 3,550,127 2,419,431
Administrative Charges 4,804,298 4,166,024 4,018,809 - -
Other 3,277,002 2,668,208 3,227,384 3,627,027 5,605,831
Total Operating Expenses $ 63,732,920 $ 62,623,604 $ 61,662,524 $ 58,651,541 $ 58,277,304

Non-Operating Revenues (Expenses):


Interest Income $ 604,109 $ 953,229 $ 2,792,518 $ 3,966,006 $ 3,237,604
Interest Expense (8,854,385) (7,661,197) (8,380,086) (8,321,854) (7,180,525)
Loss on Disposal of Fixed Assets - - - (42,408) (45,839)
Transfers Out - (4,812,653) - - -
Total Non-Operating Revenues $ (8,250,276) $ (11,520,621) $ (5,587,568) $ (4,398,256) $ (3,988,760)

Net Income $ 2,843,145 $ 1,756,606 $ 4,408,682 $ (964,754) $ 7,642,826


Add:
Depreciation 12,500,000 12,319,400 11,572,922 11,235,473 10,506,882
Interest Expense 8,854,385 7,661,197 8,380,086 8,321,854 7,180,525
Transfers Out (2) - 4,812,653 - - -
(Gain) Loss on Disposal of Fixed Assets - 42,408 45,839
Net Revenue Available for Debt Service $ 24,197,530 $ 26,549,856 $ 24,361,690 $ 18,634,981 $ 25,376,072

(1)
Average Annual Debt Service Requirement $ 13,565,906 $ 12,033,340 $ 12,960,601 $ 12,812,096 $ 12,601,209
Coverage Ratio 1.78 2.21 1.88 1.45 2.01

(1)
M aximum Annual Debt Service Requirement $ 20,168,884 $ 18,384,304 $ 18,511,491 $ 17,536,229 $ 17,016,892
Coverage Ratio 1.20 1.44 1.32 1.06 1.49

(1) Includes the Previously Issued New Lien Bonds and the Bonds. Excludes the Refunded Bonds. Preliminary, subject to change.
(2) During the years ended September 30, 2006, 2007 and 2008, the City did not charge the Water and Sanitary Sewer Fund for
reimbursement of services. In prior years, the reimbursement amount has ranged from $3,689,613 to $3,896,861.

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TABLE 9 - COVERAGE AND FUND BALANCES

(1)
Average Annual Principal and Interest Requirements, 2011 - 2030 $ 13,565,906
(1)
Coverage of Average Requirements by 2009 Net Revenue Available for Debt Service 1.78
(1)(2)
Maximum Principal and Interest Requirements, 2016 $ 20,168,884
(1)
Coverage of Maximum Requirements by 2009 Net Revenue Available for Debt Service 1.20

Waterworks and Sewer System Revenue Bonds Outstanding, September 30, 2010 $ 171,690,000

New Lien Bond Interest and Sinking Fund, 9/30/10 $ 2,047,517


New Lien Bond Reserve Fund, 9/30/10 $ 6,246,526

(1) Includes the Previously Issued New Lien Bonds, and the Bonds being offered herein. Excludes the Refunded Bonds.
Preliminary, subject to change.
(2) Any shortfall in the amount required for the New Lien Bond Reserve Fund will be funded in 60 equal monthly installments
as provided for in the Ordinance.

TABLE 10 – CONNECTIONS*
Fiscal Year Ended September 30,
(1) (2) (3) (4) (5) (6)
2010 2009 2008 2007 2006 2005

Water Customers 43,585 43,096 42,886 42,101 41,441 43,351

Sewer Customers 41,178 40,678 40,631 40,034 39,487 41,301

(1) Includes 1,037 master meters (excluding private fire) serving 50,544 apartments and other multiple units
(2) Includes 1,077 master meters serving 50,104 apartments and other multiple units
(3) Includes 1,080 master meters serving 51,247 apartments and other multiple units
(4) Includes 1,064 master meters serving 49,671 apartments and other multiple units
(5) Includes 1,074 master meters serving 49,965 apartments and other multiple units
(6) Includes 1,066 master meters serving 49,791 apartments and other multiple units

* In 2005, the City discovered an error in the method by which master meters have been historically counted. As
such, the master meter numbers have been revised from numbers previously reported by the City for the years
2003 and 2004.

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TABLE 11 - CITY’S EQUITY IN SYSTEM

Estimate Fiscal Year Ended September 30


2010 2009 2008 2007 2006

Land $ 3,980,255 $ 3,486,280 $ 3,486,280 $ 3,486,280 $ 3,515,353


Water rights 20,939,506 20,939,506 20,939,506 20,939,506 20,939,506
Plant / infrastructure 522,446,373 519,763,632 494,635,633 466,733,419 444,669,876
Construction in progress 23,423,239 14,351,260 15,508,069 25,399,955 25,070,655
Less accumulated depreciation (189,115,318) (176,615,318) (164,295,919) (152,722,997) (141,487,443)
Total capital assets, net $ 381,674,055 $ 381,925,360 $ 370,273,569 $ 363,836,163 $ 352,707,947

Cash and Investments $ 72,910,508 $ 81,945,499 $ 81,136,645 $ 82,090,260 $ 81,566,523


Other Resources 15,407,104 14,404,863 15,973,953 13,982,609 15,080,152

Total Resources $ 469,991,667 $ 478,275,722 $ 467,384,167 $ 459,909,032 $ 449,354,622

Obligations
(1)
Revenue Bond Payable $ 175,269,701 $ 186,067,808 $ 181,539,344 $ 178,647,683 $ 170,698,194
Other Obligations 30,167,560 30,496,653 29,364,975 31,496,396 30,702,417

Total Obligations $ 205,437,261 $ 216,564,461 $ 210,904,319 $ 210,144,079 $ 201,400,611

City's Equity in System $ 264,554,406 $ 261,711,261 $ 256,479,848 $ 249,764,953 $ 247,954,011

Percentage City Equity in System 56.29% 54.72% 54.88% 54.31% 55.18%

(1) Includes $3,365,883 of unamortized bond premium associated with prior refunding transactions.

CAPITAL IMPROVEMENT PROGRAM

The City has established a long-term Capital Improvement Program. The City's capital forecast for the water and
sewer system entails a five-year forecast and is updated annually.

The City intends to issue approximately $69 million in System revenue bonds between Fiscal Year 2012-2013 for
improvements to the System. In addition, the City will evaluate surplus operating revenues based on target reserves,
debt service requirements and other considerations and will dedicate a portion of the surplus to capital
improvements on an annual basis.

DALLAS COUNTY UTILITY AND RECLAMATION DISTRICT

In 1998, the City designated an area of land generally coterminous with the boundaries of the Dallas County Utility
and Reclamation District (the "District") as a Tax Increment Reinvestment Zone. The District is a conservation,
utility and reclamation district operating under article XVI, section 59, Texas Commission with road powers under
article III, section 52, Texas Constitution, currently operating under Chapter 49, Texas Water Code and a series of
special laws adopted by the Texas legislature. Pursuant to legislation passed in the 78th Regular Session of the
Texas Legislature in 2003, the District is no longer presented as a component unit of the City. The City is not
legally obligated for the obligations of the District.

FINANCIAL POLICIES

Government-wide and Fund Financial Statements . . . The governmental-wide financial statements (i.e., the
statement of net assets and the statement of activities) report information on all of the nonfiduciary activities of the
primary government and its component units. For the most part, the effect of interfund activity has been removed
from these statements. Government activities, which normally are supported by taxes and intergovernmental
revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges
for support.

The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are
offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or
segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit
27
from goods, services, or privileges provided by a given function or segment; and 2) grants and contributions that are
restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other
items not properly included among program revenues are reported as general revenues.

Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even
though the latter are excluded from the government-wide financial statements. Major individual governmental
funds and major individual enterprise funds are reported as separate columns in the fund financial statements.

Measurement Focus, Basis of Accounting and Basis of Presentation . . . The government-wide financial statements
are reported using the economic resources measurement focus and the accrual basis of accounting, as are the
proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned, and expenses are
recorded when a liability is incurred, regardless of the timing of the related cash flows. Property taxes are
recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as
soon as all eligibility requirements have been met.

Governmental fund financial statements are reported using the current financial resources measurement focus and
the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and
available. Revenues are considered to be available when they are collectible within the current period or soon
enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be
available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are
recorded when a liability is incurred. However, debt service expenditures, as well as expenditures related to
compensated absences, claims and judgments, landfill closure/post closure costs, and sales tax overpayments are
recorded only when the liability has matured.

Property taxes, sales taxes, hotel/motel taxes, franchise fees and licenses, intergovernmental revenues, certain
charges for services, and interest associated with the current fiscal period are all considered to be susceptible to
accrual and so have been recognized as revenues of the current fiscal period. All other revenue items are considered
to be measurable and available only when the City receives the cash.

INVESTMENTS

The City invests its investable funds in investments authorized by Texas law in accordance with investment policies
approved by the City Council of the City. Both state law and the City’s investment policies are subject to change.

LEGAL INVESTMENTS . . . Under Texas law, the City is authorized to invest in (1) obligations of the United States
or its agencies and instrumentalities, including letters of credit; (2) direct obligations of the State of Texas or its
agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or
instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality
of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed
by the full faith and credit of, the State of Texas or the United States or their respective agencies and
instrumentalities; (5) obligations of states, agencies, counties, cities and other political subdivisions of any state
rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6)
bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit (i) issued by a depository
institution that has its main office or a branch office in the State of Texas, that are guaranteed or insured by the
Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to
principal by Bonds described in clauses (1) through (6) or in any other manner and amount provided by law for City
deposits, or (ii) where (a) the funds are invested by the City through a depository institution that has a main office or
branch office in this state and that I selected by the City; (b) the depository institution selected by the City arranges
for the deposit of funds in one or more federally insured depository institutions, wherever located; (c) the
certificates of deposit are insured by the United States or an instrumentality of the united States; (d) the depository
institution acts as a custodian for the City with respect to the certificates of deposit; and (e) at the same time that the
certificates of deposit are issued, the depository institution selected by the City receives deposits from customers of
other federally insured depository institutions, wherever located, that is equal to or greater than the funds invested
by the City through the depository institution selected under clause (ii)(a) above; (8) fully collateralized repurchase
agreements that have a defined termination date, are fully secured by obligations described in clause (1), and are
placed through a primary government securities dealer or a financial institution doing business in the State of Texas,
(9) securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made
under the program allows for termination at any time and a loan made under the program is either secured by (a)
28
obligations that are described in clauses (1) through (6) above, (b) irrevocable letters of credit issued by a state or
national bank that is continuously rated by a nationally recognized investment rating firm at not less than “A” or its
equivalent or (c) cash invested in obligations described in clauses (1) through (6) above, clauses (11) through (13)
below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held
in the City’s name and deposited at the time the investment is made with the City or a third party designated by the
City; (iii) a loan made under the program is placed through either a primary government securities dealer or a
financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one
year or less, (10) certain bankers’ acceptances with the remaining term of 270 days or less, if the short-term
obligations of the accepting bank or its parent are rated at least “A-1” or “P-1” or the equivalent by at least one
nationally recognized credit rating agency, (11) commercial paper with a stated maturity of 270 days or less that is
rated at least “A-1” or “P-1” or the equivalent by either (a) two nationally recognized credit rating agencies or (b)
one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued
by a U.S. or state bank, (12) no-loan money market mutual funds registered with and regulated by the Securities and
Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their
investment objectives the maintenance of a stable net asset value of $1 for each share and (13) no-loan mutual funds
registered with the Securities and Exchange Commission that have an average weighted maturity of less than two
years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment
quality by at least one nationally recognized investment rating firm of not less than “AAA” or its equivalent. In
addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date
and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities
in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited
obligations described in the next succeeding paragraph.

The City may invest in such obligations directly or through government investment pools that invest solely in such
obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally
recognized rating service. The City is specifically prohibited from investing in: (1) obligations whose payment
represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security
collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the
underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated
final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is
determined by an index that adjusts opposite to the changes in a market index.

There is no assurance that the current law will not be changed in a manner which would permit investments other than
those described above to be made with amounts deposited to defease the Bonds. Because the Ordinance does not
contractually limit such investments, registered owners may be deemed to have consented to defeasance with such other
investments, notwithstanding the fact that such investments may not be of the same investment quality as those
currently permitted under State law.

INVESTMENT POLICIES . . . Under Texas law, the City is required to invest its funds under written investment policies
that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and
the quality and capability of investment management; and that includes a list of authorized investments for City funds,
maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity
allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment
Strategy Statement" that specifically addresses each funds’ investment. Each Investment Strategy Statement will describe
its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4)
marketability of each investment, (5) diversification of the portfolio, and (6) yield.

Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a
person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for
speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At
least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment
position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market
value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value
and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of
each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was
acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements
and (b) state law. No person may invest City funds without express written authority from the City Council.

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ADDITIONAL PROVISIONS . . . Under Texas law the City is additionally required to: (1) annually review its adopted
policies and strategies; (2) require any investment officers’ with personal business relationships or relatives with firms
seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission
and the City Council; (3) require the registered principal of firms seeking to sell securities to the City to: (a) receive and
review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented
to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (4)
perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (5)
provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (6) restrict
reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement
funds to no greater than the term of the reverse repurchase agreement; (7) restrict its investment in mutual funds in the
aggregate to no more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and
other funds held for debt service, and to invest no portion of bond proceeds, reserves and funds held for debt service, in
mutual funds; (8) require local government investment pools to conform to the new disclosure, rating, net asset value,
yield calculation, and advisory board requirements; (9) adopt an ordinance or resolution stating that it has reviewed its
investment policy and investment strategies and records any changes made to either its investment policy or investment
strategy in the said ordinance or resolution, and (10) at least annually review, revise and adopt a list of qualified brokers
that are authorized to engage in investment transactions with the City.

TABLE 12 - CURRENT INVESTMENTS

As of September 30, 2010, the City's investable funds were invested in the following categories:

Carrying
Value Market Value
Pooled investments
Stadium Bonds Trust 185,500 185,500
Federal Home Loan Bank 33,812,638 33,861,300
Federal Home Loan Mortgage Association (Freddie Mac) 28,347,984 28,378,660
Federal National Mortgage Association (Fannie Mae) 58,275,036 58,341,260
Texpool Investment Pool 64,550,154 64,550,154
TexStar Investment Pool 68,446,338 68,446,338
Wells Fargo Advantage Government Money Market Fund 18,187,063 18,187,063
Columbia Government Reserves Money Market Fund 18,178,679 18,178,679
Subtotal $ 289,983,392 $ $290,128,954

Supplemental Benefit Plan (SBP)


Federal National Mortgage Association (Fannie Mae) $ 41,830 $ 41,830
United States Treasury Notes 12,456,370 12,456,370
United States Treasury Bonds 1,850,083 1,850,083
Common Stocks 20,382,483 20,382,483
Mortgage & Asset Backed Securities 2,895,636 2,895,636
Alternative Investment/Hedge Fund 941,448 941,448
Subtotal 38,567,850 38,567,850
Total $ 328,551,242 $ 328,696,804

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SELECTED PROVISIONS OF THE ORDINANCE

The City Council will adopt an ordinance (the "Ordinance") authorizing the Bonds selected provisions of which are
shown below:

“Additional New Lien Bonds” means the additional junior lien parity revenue bonds permitted to be issued by the
Ordinance.

“Bond” or “Series 2010 Bond” means any of the Bonds authorized to be issued pursuant to the Ordinance.

“Bondholder” or “Holder” or “Owner” means the person who is the registered owner of a Bond or Bonds.

“Bonds” or “Series 2010 Bonds” means the City of Irving, Texas, Waterworks and Sewer System New Lien
Revenue Refunding and Improvement Bonds, Series 2010.

“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.

“Closing Date” means the date of the initial delivery of and payment for the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, including the regulations and published rulings
thereunder.

“Credit Facility” means (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance
insuring the timely payment of debt service on governmental obligations, provided that a rating agency having an
outstanding rating on such obligations would rate such obligations which are fully insured by a standard policy
issued by the issuer in its two highest generic rating categories for such obligations; and (ii) a letter or line of credit
issued by any financial institution, provided that a rating agency having an outstanding rating on the Bonds would
rate the Bonds in its two highest generic rating categories for such obligations if the letter or line of credit proposed
to be issued by such financial institution secured the timely payment of the entire principal amount of the Bonds and
the interest thereon.

“Debt Service” means, as of any particular date of computation, with respect to any obligations and with respect to
any period, the aggregate of the amounts required to be paid or set aside by the City as of such date or in such
period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such
obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear, or would
have borne, interest at a rate equal to the greater of: (i) the actual rate in effect on the date of calculation, (ii) the
average variable rate for the 12 months preceding the date of calculation if the outstanding obligations were subject
to a variable rate during such 12 month period or (iii) (1) if interest on the indebtedness is excludable from gross
income under the Code, the most recently reported Bond Buyer Revenue Bond Index rate as of the date of
computation (or a comparable index if this index does not exist on such date), plus 50 basis points, or (2) if interest
is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities, plus 50 basis
points; and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to
maturity, the principal amounts thereof will be redeemed prior to maturity in accordance with the mandatory
redemption provisions applicable thereto.

“Designated Payment/Transfer Office” means (i) with respect to the initial Paying Agent/Registrar named herein, its
office in Dallas, Texas, 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.

“EMMA” means the Electronic Municipal Market Access System.

“Gross Revenues” means all of the revenues of every nature received through the operation of the System.

“MSRB” means the Municipal Securities Rulemaking Board.

“New Lien Bonds” means collectively, the Bonds, and any Additional New Lien Bonds issued pursuant to the
Ordinance.
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“New Lien Interest and Sinking Fund” means the City of Irving, Texas, Waterworks and Sewer System New Lien
Revenue Bond Interest and Sinking Fund described in the Ordinance.

“New Lien Reserve Fund” means the City of Irving, Texas, Waterworks and Sewer System New Lien Revenue
Bond Reserve Fund described in the Ordinance.

“New Lien Reserve Fund Obligations” means cash or investment securities of any of the type or types permitted
under the Ordinance.

“New Lien Reserve Fund Requirement” means the amount which is equal to the greater of (i) .50 multiplied by the
average annual Debt Service on the New Lien Bonds plus any Additional New Lien Bonds or (ii) .333 multiplied by
the maximum annual Debt Service on the New Lien Bonds plus any Additional Junior Lien Bonds.

“Net Revenues” means the Gross Revenues less the Operation and Maintenance Expenses.

“Operation and Maintenance Expenses” means the expenses of operation and maintenance of the System, including
all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that
only such repairs and extensions as, in the judgment of the City Council, reasonably and fairly exercised, are
necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or
might be necessary to meet some physical accident or condition that would otherwise impair the Bonds, and any
Additional New Lien Bonds shall be included as Operation and Maintenance Expenses.

“Pledged Revenues” means the Net Revenues less the Surplus Revenues, if any; provided that at such times as there
are no Previously Issued Senior Lien Bonds outstanding, Pledged Revenues shall mean Net Revenues.

“Previously Issued New Lien Bonds” means the bonds of the following issues of the City to be outstanding upon
the issuance of the Bonds authorized:

(a) Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2001 authorized
by Ordinance duly passed and adopted March 22, 2001;

(b) Waterworks and Sewer System New Lien Revenue Bonds, Series 2002 authorized by Ordinance duly passed
and adopted April 14, 2002; and

(c) Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2003 authorized
by Ordinance duly passed and adopted June 19, 2003.

(d) Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2004 authorized
by Ordinance duly passed and adopted March 4, 2004.

(e) Waterworks and Sewer System New Lien Revenue Improvement Bonds, Series 2005 authorized by Ordinance
duly passed and adopted May 26, 2005.

(f) Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2006 authorized
by Ordinance duly passed and adopted July 6, 2006.

(g) Waterworks and Sewer System New Lien Revenue Improvement Bonds, Series 2007 authorized by Ordinance
duly passed and adopted June 14, 2007.

(h) Waterworks and Sewer System New Lien Revenue Improvement Bonds, Series 2008 authorized by Ordinance
duly passed and adopted April 17, 2008.

(i) Waterworks and Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2009 authorized
by Ordinance duly passed and adopted May 28, 2009.

(j) Waterworks and Sewer System New Lien Revenue and Refunding Bonds, Series 2010 authorized by Ordinance
duly passed and adopted November 10, 2010.

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“Surplus Revenues” means those Net Revenues that are in excess of the amounts required to establish and maintain
the funds as provided in the Ordinance.

“System” means the City’s Waterworks and Sanitary Sewer System, including all present and future extensions,
additions, replacements and improvements thereto.

“System Fund” means the City of Irving, Texas, Waterworks and Sewer System Revenue Fund as confirmed in the
Ordinance.

Security for the Bonds.

The Bonds and any Additional New Lien Bonds are and shall be equally and ratably secured by and payable from
an irrevocable lien on and pledge of the Pledged Revenues.

Limited Obligations.

The Bonds, together with any Additional New Lien Bonds, are special obligations of the City, payable solely from
the Pledged Revenues, and do not constitute a prohibited indebtedness of the City. Neither the Bonds, nor any
Additional New Lien Bonds shall ever be payable out of funds raised or to be raised by taxation.

Creation of Funds.

The following special funds shall be reaffirmed and maintained at the City’s depository bank so long as the Bonds,
Previously Issued New Lien Bonds or Additional New Lien Bonds are outstanding and unpaid; to wit:

(a) “City of Irving, Texas, Waterworks and Sewer System New Lien Revenue Bonds Interest and Sinking Fund,”
herein called the “New Lien Interest and Sinking Fund;” and

(b) “City of Irving, Texas, Waterworks and Sewer System New Lien Revenue Bonds Reserve Fund,” herein called
the “New Lien Reserve Fund.”

System Fund.

(a) All Gross Revenues, from day to day as collected, shall be deposited to the System Fund. The Operation and
Maintenance Expenses shall be paid from the System Fund, upon approval of such payment by the City Council.

(b) The City shall transfer the Pledged Revenues from the System Fund to the New Lien Bonds Interest and Sinking
Fund and the New Lien Bonds Reserve Fund at the times and in the amounts provided by the Ordinance.

Priority of Transfers to Funds.

(a) All Gross Revenues, from day to day collected, shall be deposited to the “System Fund.” Moneys on deposit in
the System Fund shall first be used to pay all Operation and Maintenance Expenses, upon approval of such payment
by the City Council. Pledged Revenues shall be transferred from the System Fund to the other Funds, in the order
of priority, in the manner, and in the amounts set forth below:

(i) First: In satisfaction of the requirements of the New Lien Interest and Sinking Fund in accordance with the terms
and conditions of the Ordinance;

(ii) Second: In satisfaction of the requirements of the New Lien Reserve Fund in accordance with the terms and
conditions of the Ordinance.

New Lien Interest and Sinking Fund.

(a) The New Lien Interest and Sinking Fund shall be used to pay principal of, premium, if any, and interest on the
Bonds, the Previously Issued New Lien Bonds and Additional New Lien Bonds as such become due and payable.

(b) The City shall make the following monthly deposits of Pledged Revenues to the credit of the Interest and
Sinking Fund:
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(i) such amounts in equal monthly installments, commencing on the 10th day of the month immediately succeeding a
Closing Date, and on the 10th day of each month thereafter, as will be sufficient to pay that portion of the Debt
Service constituting interest to come due on the Bonds on the next interest payment date, less any amounts already
on deposit therein for such purpose derived from the proceeds of the Bonds or from any other lawfully available
sources; and

(ii) such amounts, in equal monthly installments, commencing on the 10th day of the month immediately succeeding
a Closing Date, and on the 10th day of each month thereafter, as will be sufficient to pay the next maturing principal
of the Bonds.

(c) In addition to the foregoing requirements, the City shall make additional deposits into the New Lien Interest and
Sinking Fund at the times and in the amounts specified in any ordinance authorizing the issuance of any Additional
Bonds.

New Lien Reserve Fund.

(a) The City covenants and agrees that commencing on the 10th day of the month immediately succeeding the
Closing Date, and on the 10th day of each month thereafter, it will deposit to the New Lien Reserve Fund such
amounts in equal monthly installments to cause the New Lien Reserve Fund Obligations in the New Lien Reserve
Fund to equal the New Lien Reserve Fund Requirement within 60 months of the Closing Date. Upon issuance of
Additional New Lien Bonds, it will increase, if necessary, and accumulate the amount to be deposited in the New
Lien Reserve Fund in accordance with the requirements set forth in the Ordinance. For so long as the funds on
deposit in the New Lien Reserve Fund are equal to amounts then required to be on deposit therein, no additional
deposit need be made therein. In the event the New Lien Reserve Fund at any time contains less than the amount
then required to be on deposit therein, then, subject and subordinate to making the required deposits to the credit of
the New Lien Interest and Sinking Fund, the City shall deposit to the New Lien Reserve Fund from the first
available Net Revenues amounts equal to such deficiency; provided, however, the City shall cause any such
deficiency to be cured by making monthly installments of at least 1/24th of any such deficiency on or before the
10th day of each month following a deficiency. The money on deposit in the New Lien Reserve Fund shall be used
solely for the purpose of paying the principal of and interest on the Bonds and any Additional New Lien Bonds at
any time there are not sufficient moneys on deposit in the New Lien Interest and Sinking Fund.

(b) The City may, at its option, withdraw all surplus in the New Lien Reserve Fund over the New Lien Reserve
Fund Requirement and deposit the same in the System Fund; provided, however, that to the extent such surplus
monies constitute bond proceeds, including interest and income derived therefrom, such amounts shall not be
deposited to the System Fund and shall only be used for the purposes for which bond proceeds may be used.

(c) For the purpose of determining compliance with the requirements of subsection (a) of this Section, New Lien
Reserve Fund Obligations shall be valued each year as of the last day of the City's fiscal year at their cost or market
value, whichever is lower, except that any direct obligations of the United States (State and Local Government
Series) held for the benefit of the New Lien Reserve Fund in book-entry form shall be continuously valued at their
par value or face principal amount.

(d) To the extent permitted by, and in accordance with applicable law, the City may substitute a Credit Facility for
cash or investment securities on deposit in the New Lien Reserve Fund or in substitution or replacement of any
existing Credit Facility. Upon such replacement or substitution, cash or investment securities of any of the types
permitted by the Ordinance, on deposit in the New Lien Reserve Fund which, taken together with the face amount
of any existing Credit Facilities, are in excess of the New Lien Reserve Fund Requirement may be withdrawn by the
City, at its option, and transferred to the System Fund; provided that the face amount of any Credit Facility may be
reduced at the option of the City in lieu of such transfer. However, to the extent such surplus monies constitute
bond proceeds, including interest and income derived therefrom, such amounts shall not be deposited to the System
Fund and shall only be used for the purposes for which bond proceeds may be used. Any interest due on any
reimbursement obligation under the Credit Facility shall not exceed the highest lawful rate of interest which may be
paid by the City.

(e) If the City is required to make a withdrawal from the New Lien Reserve Fund for any of the purposes described
in this Section, the City shall promptly notify the issuer of such Credit Facility of the necessity for a withdrawal
from the New Lien Reserve Fund for any such purposes, and shall make such withdrawal first from available
moneys or investment securities then on deposit in the New Lien Reserve Fund, and next from a drawing under any
34
Credit Facility to the extent of such deficiency. In the event that on the date of termination or expiration of any
Credit Facility there is not on deposit in the New Lien Reserve Fund sufficient New Lien Reserve Fund Obligations,
equal to the New Lien Reserve Fund Requirement, then, after making required deposits to the New Lien Interest
and Sinking Fund, the City shall deposit to the New Lien Reserve Fund from the first available Net Revenues
amounts necessary to satisfy the New Lien Reserve Fund Requirement; provided, however, the City shall cause any
such deficiency to be cured by making monthly installments of at least 1/24th of the New Lien Reserve Fund
Requirement on or before the 10th day of each month following such deficiency.

(f) In the event of the redemption or defeasance of any of the outstanding Bonds, the Previously Issued New Lien Bonds, or
Additional New Lien Bonds, any New Lien Reserve Fund Obligations on deposit in the New Lien Reserve Fund in
excess of the New Lien Reserve Fund Requirement may be withdrawn and transferred, at the option of the City, to
the System Fund, as a result of (i) the redemption of the outstanding Bonds or Additional New Lien Bonds, or (ii)
funds for the payment of the outstanding Bonds or Additional New Lien Bonds having been deposited irrevocably
with the paying agent or place of payment therefor in the manner described in the Ordinance, the result of such
deposit being that such outstanding Bonds or Additional New Lien Bonds no longer are deemed to be outstanding
under the terms of the Ordinance. However, to the extent such surplus monies constitute bond proceeds, including
interest and income derived therefrom, such amounts shall not be deposited to the System Fund and shall only be
used for the purposes for which bond proceeds may be used.

(g) In the event there is a draw upon the Credit Facility, the City shall reimburse the issuer of such Credit Facility
for such draw in accordance with the terms of any agreement pursuant to which the Credit Facility is issued from
Pledged Revenues; however, such reimbursement from Pledged Revenues shall be subject to the provisions of
subparagraph (f) hereof, and shall be subordinate and junior in right of payment to the payment of principal of and
premium, if any, and interest on the Bonds.

Deficiencies in Funds.

If in any month the City shall, for any reason, fail to deposit into any Fund hereinabove created or reaffirmed the
full amounts required to be deposited therein, amounts equivalent to such deficiencies shall be set apart and
deposited to those funds from the first available and unallocated revenues of the following month or months, and
such deposits shall be in addition to the deposits otherwise required to be made to those funds during such month or
months.

Surplus Revenues.

Surplus Revenues may be used for the prior redemption of the Bonds, the Previously Issued New Lien Bonds or any
Additional New Lien Bonds, or for any lawful purpose.

Security of Funds.

All funds created or reaffirmed by the Ordinance shall be secured in the manner and to the fullest extent permitted
by the laws of the State of Texas for the security of public funds, and such funds shall be used only for the purposes
permitted in this Ordinance.

Construction Fund.

(a) Moneys on deposit in the Construction Fund shall be used for the purposes of making permanent public
improvements for which the Bonds were issued and paying the costs and expenses incurred in connection with the
delivery of the Bonds.

(b) Moneys on deposit in the Construction Fund, at the option of the City, may be invested in any securities or
obligations permitted under applicable law. Income derived from the investment of the money on deposit in the
Construction Fund shall be retained therein, subject to limitations contained in the Ordinance.

Excess Bond Proceeds.

Upon completion of the improvements financed with the Bonds, any amount (exclusive of that amount retained for
the payment of costs of such improvements not then due and payable) that remains in the Construction Fund shall
be, at the option of the City, (i) transferred to the New Lien Interest and Sinking Fund, segregated in a special
35
escrow account and invested pursuant to the Ordinance, and used to redeem Bonds at the earliest date that the City
has the option to redeem Bonds without premium or penalty; or (ii) used for the purpose of making permanent
public improvements to the System for which additional bonds could be issued.

Additional New Lien Bonds.

(a) The City reserves the right at any time and from time to time, and in one or more series or issues, to issue
additional revenue bonds (“Additional New Lien Bonds”) payable from the Pledged Revenues in the manner
provided by law. Additional New Lien Bonds, when issued, shall be payable from and equally secured by a lien on
and pledge of the Pledged Revenues in the same manner and to the same extent as the Bonds, the Previously Issued
New Lien Bonds and any Additional New Lien Bonds and shall in all respects be of equal dignity.

The City may issue Additional New Lien Bonds, if the following conditions have been met:

(i) the City is not then in default as to any covenant, condition or obligation prescribed by an ordinance authorizing
the issuance of any bonds payable from and secured by a lien on and pledge of the Net Revenues;

(ii) either:

(A) the Net Revenues of the System for any consecutive period of 12 months of the 15 months next preceding the
month of the date of the Additional New Lien Bonds then to be issued, or for the City’s completed fiscal year next
preceding the date of such Additional New Lien Bonds, are equal to at least the greater of (x) 1.25 times the average
annual principal and interest requirements of all bonds to be outstanding after issuance of the Additional New Lien
Bonds or (y) 1.10 times the maximum annual principal and interest requirement of all bonds to be outstanding after
issuance of the Additional New Lien Bonds, in either case taking into account any scheduled mandatory sinking
fund requirements, as certified by a certified public accountant; or

(B)(1) the Net Revenues of the System for any consecutive period of 12 months of the 15 months next preceding the
month of the date of the Additional New Lien Bonds then to be issued, or for the City’s completed fiscal year next
preceding the date of such Additional New Lien Bonds, substituting water and sewer rates to be in effect after the
issuance of the Additional New Lien Bonds for the actual rates in effect during such preceding 12 month period, are
equal to at least the greater of (x) 1.25 times the average annual principal and interest requirements of all bonds to
be outstanding after issuance of the Additional New Lien Bonds or (y) 1.10 times the maximum annual principal
and interest requirement of all bonds to be outstanding after issuance of the Additional New Lien Bonds, in either
case taking into account any scheduled mandatory sinking fund requirements, as certified by a certified public
accountant; and

(2) certification by consulting engineer or independent rate consultant that, based on rates to be in effect after the
Additional Bonds are issued, the Net Revenues of the system for the 5-year period immediately following the
delivery of such Additional Bonds, and taking into account any capitalized interest amounts, will be equal at least
to the greater of (x) 1.25 times the average annual principal and interest requirements of all bonds to be outstanding
after issuance of the Additional New Lien Bonds or (y) 1.10 times the maximum annual principal and interest
requirement of all bonds to be outstanding after issuance of the Additional New Lien Bonds, in either case taking
into account any scheduled mandatory sinking fund requirements.

Additional New Lien Bonds Reserve Fund Requirement.

Whenever Additional New Lien Bonds are issued, the amount to be accumulated and maintained in the New Lien
Reserve Fund shall be increased to an amount equal to the New Lien Reserve Fund Requirement for all New Lien
Bonds to be outstanding after the issuance of the Additional New Lien Bonds. Such additional amount shall be so
accumulated in equal monthly installments during a period not to exceed five years from the date of the Additional
New Lien Bonds.

New Lien Bonds.

The City reserves the right to issue, as authorized by law, bonds of inferior lien that are junior and subordinate in
right and lien to the Bonds and any Additional New Lien Bonds.

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Making and Collecting Rates and Charges.

The City covenants, reaffirms and agrees with the holders of the Bonds, the Previously Issued New Lien Bonds and
any Additional New Lien Bonds that:

(i) the City at all times will charge and collect for services rendered by the System rates sufficient:

(A) to pay all operating, maintenance, depreciation, replacement and betterment expenses, and any other costs
deductible in determining Net Revenues;

(B) to pay the interest on and the principal of the Bonds and the Previously Issued New Lien Bonds; and

(C) to establish and maintain the Funds required by the Ordinance; and

(ii) if any Additional New Lien Bonds are issued, or if the System becomes legally liable for any other
indebtedness, the City will fix and maintain rates and collect charges for the services of the System sufficient to
discharge such indebtedness.

Maintenance and Operation of System; Insurance.

The City covenants, reaffirms and agrees to maintain the System in good condition and to operate the System in an
efficient manner and at a reasonable cost.

(a) So long as any of the Bonds or any Additional New Lien Bonds are outstanding, the City agrees to maintain, for
the benefit of the holder or holders of such bonds, insurance on the System of a kind and in an amount that usually
would be carried by private companies engaged in a similar type of business.

(b) Nothing in the Ordinance shall be construed as requiring the City to expend any funds that are derived from
sources other than the operation of the System, but nothing therein shall be construed as preventing the City from
doing so.

Records and Accounts.

The City hereby covenants, reaffirms and agrees that it has installed and that, so long as any of the Bonds or any
interest thereon remain outstanding and unpaid, it will keep proper books of records and accounts (separate from all
other records and accounts of the City) in which complete and correct entries shall be made of all transactions
relating to the System.

System Fiscal Year.

The System shall be operated on the basis of a fiscal year commencing October 1 in each year, continuing through
and ending September 30 of the following year.

Other Representations and Covenants.

The Ordinance confirms the following covenants and representations.

(a) The City has the lawful power to pledge the Pledged Revenues and has lawfully exercised said power under the
Constitution and laws of the State of Texas, including said power existing under Chapter 1502, Texas Government
Code.

(b) The City covenants that the Bonds, and any Additional New Lien Bonds, shall be ratably secured under the
pledge of the Pledged Revenues in such manner that no one bond shall have preference over any other bond;
provided however that such pledge of the Pledged Revenues is in all things junior and subordinate to the pledge of
the Pledged Revenues made for the security and payment of the Previously Issued Senior Lien Bonds.

(c) The City covenants and represents that, other than for payment of the Bonds, the Previously Issued New Lien
Bonds, the rents, revenues, and income of the System have not in any manner been pledged to the payment of any
debts or obligation of the City or of the System.
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(d) The City covenants that so long as any of the Bonds or the Previously Issued New Lien Bonds remain
outstanding, the City will not sell or encumber the System or any substantial part thereof, and that, with the
exception of any Additional New Lien Bonds, it will not encumber any revenue thereof unless such encumbrance is
made junior and subordinate to the provisions of the Ordinance.

(e) The City covenants that no free service of the System will be allowed and that, should the City or any of its
agencies or instrumentalities make use of the services and facilities of the System, payment of the reasonable value
thereof shall be made by the City from sources other than the revenues and income of the System.

(f) To the extent that it legally may do so, the City covenants, reaffirms and agrees that, so long as any of the Bonds
or any Additional New Lien Bonds or any interest thereon are outstanding, no franchise shall be granted for the
installation or operation of any competing waterworks or sewer systems and that the City will prohibit the operation
of any water or sewer system other than the System. The operation of any such system by anyone other than this
City is hereby prohibited.

(g) The City covenants that any water customers delinquent for more that 90 days in payment of water charges shall
be disconnected from the System until such delinquent charges and penalties have been paid.

(h) To the extent that it legally may do so, the City covenants, reaffirms and agrees that, so long as any of the Bonds
or any Additional New Lien Bonds or any interest thereon are outstanding, the City will not impose any tax or
excise on the purchasers of water or any tax or excise measured by the amounts of water so used or by the amounts
of the bills payable for water so used.

Provisions Concerning Federal Income Tax Exclusion. The City intends that the interest on the Bonds shall be
excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150
of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations promulgated
thereunder the (“Regulations”). The City covenants and agrees not to take any action, or knowingly omit to take
any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be
includable in the gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal
income taxation. In particular, the City covenants and agrees to comply with each requirement set forth in the
Ordinance relating to the tax-exempt status of the Bonds; provided, however, that the City shall not be required to
comply with any particular requirement of the Ordinance, inclusive, if the City has received an opinion of nationally
recognized bond counsel (“Counsel’s Opinion”) that such noncompliance will not adversely affect the exclusion
from gross income for federal income tax purposes of interest on the Bonds or if the City has received a Counsel’s
Opinion to the effect that compliance with some other requirement set forth in the Ordinance, inclusive, will satisfy
the applicable requirements of the Code, in which case compliance with such other requirement specified in such
Counsel’s Opinion shall constitute compliance with the corresponding requirement specified in the Ordinance.

Default and Remedies.

In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees
that, in the event the City (i) defaults in the timely payment of principal of or interest on any of the Bonds, (ii) fails
to make any deposit required by the Ordinance to be made to the New Lien Interest and Sinking Fund or the New
Lien Reserve Fund or (iii) defaults in the observance or performance of any other covenant, condition or obligation
set forth in the Ordinance, any Bondholder shall be entitled to a writ of mandamus issued by a court of proper
jurisdiction compelling and requiring the City Council and all other officers of the City to observe and perform such
covenant, condition or obligation. No delay or omission to exercise any right or power accruing upon any default
under the Ordinance shall impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as often as may be
deemed expedient.

TAX MATTERS

TAX EXEMPTION . . . In the opinion of Vinson & Elkins L.L.P., Bond Counsel, (i) interest on the Bonds is
excludable from gross income for federal income tax purposes under existing law and (ii) the Bonds are not “private
activity bonds” under the Code and interest on the Bonds is not subject to the alternative minimum tax on
individuals and corporations, except as described below in the discussion regarding the adjusted current earnings
adjustment for corporations.

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The Code imposes a number of requirements that must be satisfied for interest on state or local obligations, such as
the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include
limitations on the use of bond proceeds and the source of repayment of bonds, limitations on the investment of bond
proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of bond proceeds be
paid periodically to the United States and a requirement that the issuer file an information report with the Internal
Revenue Service (the “Service”). The Issuer has covenanted in the Ordinance that it will comply with these
requirements.

Bond Counsel’s opinion will assume continuing compliance with the covenants of the Ordinance pertaining to those
sections of the Code that affect the exclusion from gross income of interest on the Bonds for federal income tax
purposes and, in addition, will rely on representations by the Issuer, the Issuer’s Financial Advisor and the
Underwriters with respect to matters solely within the knowledge of the Issuer, the Issuer’s Financial Advisor and
the Underwriters, respectively, which Bond Counsel has not independently verified. Bond Counsel will further rely
on the report of Grant Thornton LLP, certified public accountants, regarding the mathematical accuracy of certain
computations. If the Issuer should fail to comply with the covenants in the Ordinance or if the foregoing
representations or report should be determined to be inaccurate or incomplete, interest on the Bonds could become
includable in gross income from the date of delivery of the Bonds, regardless of the date on which the event causing
such includability occurs.

The Code also imposes a 20% alternative minimum tax on the “alternative minimum taxable income” of a
corporation if the amount of such alternative minimum tax is greater than the amount of the corporation’s regular
income tax. Generally, the “alternative minimum taxable income” of a corporation (other than any S corporation,
regulated investment company, REIT, REMIC or FASIT), includes 75% of the amount by which its “adjusted
current earnings” exceeds its other “alternative minimum taxable income.” Because interest on certain tax-exempt
obligations is included in a corporation’s “adjusted current earnings,” ownership of the Bonds could subject a
corporation to alternative minimum tax consequences.

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences
resulting from the receipt or accrual of interest on, or acquisition, ownership or disposition of, the Bonds.

Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on
Bond Counsel’s knowledge of facts as of the date thereof. Bond Counsel assumes no duty to update or supplement
its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention or to reflect
any changes in any law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not
a guarantee of result and are not binding on the Service; rather, such opinions represent Bond Counsel’s legal
judgment based upon its review of existing law and in reliance upon the representations and covenants referenced
above that it deems relevant to such opinions. The Service has an ongoing audit program to determine compliance
with rules that relate to whether interest on state or local obligations is includable in gross income for federal
income tax purposes. No assurance can be given as to whether or not the Service will commence an audit of the
Bonds. If an audit is commenced, in accordance with its current published procedures, the Service is likely to treat
the Issuer as the taxpayer and the Owners may not have a right to participate in such audit. Public awareness of any
future audit of the Bonds could adversely affect the value and liquidity of the Bonds regardless of the ultimate
outcome of the audit.

ADDITIONAL FEDERAL INCOME TAX CONSIDERATIONS

COLLATERAL TAX CONSEQUENCES . . . Prospective purchasers of the Bonds should be aware that the ownership of
tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, life
insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and
profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to
have incurred or continued indebtedness to purchase or carry tax-exempt obligations, taxpayers owning an interest
in a FASIT that holds tax-exempt obligations and individuals otherwise qualifying for the earned income credit. In
addition, certain foreign corporations doing business in the United States may be subject to the “branch profits tax”
on their effectively connected earnings and profits, including tax-exempt interest such as interest on the Bonds.
These categories of prospective purchasers should consult their own tax advisors as to the applicability of these
consequences. Prospective purchasers of the Bonds should also be aware that, under the Code, taxpayers are
required to report on their returns the amount of tax-exempt interest, such as interest on the Bonds, received or
accrued during the year.
39
TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE PREMIUM . . . The issue price of all or a portion of the Bonds
may exceed the stated redemption price payable at maturity of such Bonds. Such Bonds (the "Premium Bonds") are
considered for federal income tax purposes to have "bond premium" equal to the amount of such excess. The basis
of a Premium Bond in the hands of an initial owner is reduced by the amount of such excess that is amortized during
the period such initial owner holds such Premium Bond in determining gain or loss for federal income tax purposes.
This reduction in basis will increase the amount of any gain or decrease the amount of any loss recognized for
federal income tax purposes on the sale or other taxable disposition of a Premium Bond by the initial owner. No
corresponding deduction is allowed for federal income tax purposes for the reduction in basis resulting from
amortizable bond premium. The amount of bond premium on a Premium Bond that is amortizable each year (or
shorter period in the event of a sale or disposition of a Premium Bond) is determined using the yield to maturity on
the Premium Bond based on the initial offering price of such Bond.

The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of
Premium Bonds that are not purchased in the initial offering at the initial offering price may be determined
according to rules that differ from those described above. All owners of Premium Bonds should consult their own
tax advisors with respect to the determination for federal, state, and local income tax purposes of amortized bond
premium upon the redemption, sale or other disposition of a Premium Bond and with respect to the federal, state,
local, and foreign tax consequences of the purchase, ownership, and sale, redemption or other disposition of such
Premium Bonds.

TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT BONDS . . . The issue price of all or a portion of
the Bonds may be less than the stated redemption price payable at maturity of such Bonds (the "Original Issue
Discount Bonds"). In such case, the difference between (i) the amount payable at the maturity of each Original
Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond
constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who
has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. Generally, such initial
owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with
respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount
allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. Because
original issue discount is treated as interest for federal income tax purposes, the discussion regarding interest on the
Bonds under the captions “Tax Exemption” and “Additional Federal Income Tax Considerations - Collateral Tax
Consequences” generally applies, and should be considered in connection with the discussion in this portion of the
Official Statement.

In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated
maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond
in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for
which such Original Issue Discount Bond was held by such initial owner) is includable in gross income.

The foregoing discussion assumes that (i) the Underwriters have purchased the Bonds for contemporaneous sale to
the public and (ii) all of the Original Issue Discount Bonds have been initially offered, and a substantial amount of
each maturity thereof has been sold, to the general public in arm's-length transactions for a price (and with no other
consideration being included) not more than the initial offering prices thereof stated on the inside cover page of this
Official Statement. Neither the Issuer nor Bond Counsel has made any investigation or offers any comfort that the
Original Issue Discount Bonds will be offered and sold in accordance with such assumptions.

Under existing law, the original issue discount on each Original Issue Discount Bond accrues daily to the stated
maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the
semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the
accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of
determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition
thereof. The amount to be added to basis for each accrual period is equal to (i) the sum of the issue price and the
amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on
the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual
period) less (ii) the amounts payable as current interest during such accrual period on such Bond.

The federal income tax consequences of the purchase, ownership, and redemption, sale or other disposition of
Original Issue Discount Bonds that are not purchased in the initial offering at the initial offering price may be
40
determined according to rules that differ from those described above. All owners of Original Issue Discount Bonds
should consult their own tax advisors with respect to the determination for federal, state, and local income tax
purposes of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and
with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or
other disposition of such Original Issue Discount Bonds.

CONTINUING DISCLOSURE OF INFORMATION

In the Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of
the Bonds. The City is required to observe the agreement for so long as it remains obligated to advance funds to
pay the Bonds. Under the agreement, the City will be obligated to provide certain updated financial information and
operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking
Board (the “MSRB”). The information will be available free of charge from the MSRB via the Electronic
Municipal Market Access System (“EMMA”) at www.emma.msrb.org. This information will be available to
securities brokers and others who subscribe to receive the information from the vendors.

ANNUAL REPORTS . . . The City will provide certain updated financial information and operating data to certain
information vendors annually. The information to be updated includes all quantitative financial information and
operating data with respect to the City of the general type included in this Official Statement under Tables
numbered 1 through 12 and in Appendix B. The City will update and provide this information within six months
after the end of each fiscal year ending in or after 2011.

The financial information and operating data to be provided may be set forth in one or more documents or may be
included by specific reference to any document available to the public on the MSRB’s internet web site or filed with
the United States Securities and Exchange Commission (the “SEC”), as permitted by SEC Rule 15c2-12 (the
“Rule”). The updated information will include audited financial statements, if the City commissions an audit and it
is completed by the required time. If audited financial statements are not available by the required time, the City
will provide unaudited financial information and operating data which is customarily prepared by the City by the
required time, and audited financial statements when and if such audited financial statements become available.
Any such financial statements will be prepared in accordance with the accounting principles described in Appendix
B or such other accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation.

The City’s current fiscal year end is September 30. Accordingly, it must provide updated information by March 31
in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of
the change.

MATERIAL EVENT NOTICES . . . The City will also provide timely notices of certain events to the MSRB. The City
will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3)
unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to
perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights
of holders of the Bonds; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing
repayment of the Bonds; and (11) rating changes. In addition, the City will provide timely notice of any failure by
the City to provide information, data, or financial statements in accordance with its agreement described above
under "Annual Reports." The City will provide each notice described in this paragraph to the MSRB.

AVAILABILITY OF INFORMATION . . . The City has agreed to provide the foregoing information only as described
above. Investors will be able to access continuing disclosure information filed with the MSRB at
www.emma.msrb.org.

LIMITATIONS AND AMENDMENTS . . . The City has agreed to update information and to provide notices of material
events only as described above. The City has not agreed to provide other information that may be relevant or
material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update
any information that is provided, except as described above. The City makes no representation or warranty
concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date.
The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its
41
continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Bonds
may seek a writ of mandamus to compel the City to comply with its agreement.

The City may amend its continuing disclosure agreement from time to time to adapt to changed circumstances that
arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell
Bonds in the offering described herein in compliance with the Rule, taking into account any amendments or
interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a)
the holders of a majority in aggregate principal amount of the outstanding Bonds consent to the amendment or (b)
any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment
will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provisions of the SEC Rule 15c2-12 or a court of final jurisdiction enters judgment that such provisions of the SEC
Rule 15c2-12 are invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the City so amends
the agreement, it has agreed to include with the next financial information and operating data provided in
accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the
reasons for the amendment and of the impact of any change in the type of financial information and operating data
so provided.

COMPLIANCE WITH PRIOR UNDERTAKINGS . . . During the last five years, the City has complied in all material
respects with all continuing disclosure agreements made by it with respect to its general obligation debt in
accordance with SEC Rule 15c2-12. With respect to the City's water and sewer system debt, the City's audited
financial statements for the fiscal year ended September 30, 2008 were timely filed; however, due to an
administrative oversight, the required financial information with respect to the City's water and sewer system debt
for such fiscal year was not timely filed. Such information, together with a notice of failure to make such filing,
was subsequently filed. The City has implemented procedures to ensure timely filing of all future information.

Except as described above, during the last five years, the City has complied in all material respects with all
continuing disclosure agreements made by it in accordance with the Rule.

OTHER INFORMATION

RATINGS

The Bonds have been assigned ratings of “Aa1” by Moody’s Investors Service, Inc. (“Moody’s”) and “AA” by
Standard & Poor’s Ratings Service, A Division of The McGraw-Hill Companies, Inc. (“S&P”). An explanation of
the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only
the respective views of such organizations and the City makes no representation as to the appropriateness of the
ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be
revised downward or withdrawn entirely by either of such rating companies, if in the judgment of either company,
circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have
an adverse effect on the market price of the Bonds.

LITIGATION

It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would
have a material adverse financial impact upon the City or its operations. In addition, the City is not a party to any
litigation or other proceeding pending or to its knowledge threatened in any court, agency, or other administrative
body relating to or potentially affecting the issuance of, or security for, the Bonds.

REGISTRATION AND QUALIFICATION OF BONDS FOR SALE

The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance
upon the exemption provided thereunder by Section 3(a)(2). The Bonds have not been approved or disapproved by
the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the
accurancy or adequacy of the Official Statement. The Bonds have not been qualified under the Securities Act of
Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities
42
acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws
of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This
disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an
interpretation of any kind with regard to the availability of any exemption from securities registration provisions.

LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS

Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the
Bonds are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and
authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of
municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in
the Bonds by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds
Investment Act, Chapter 2256, Texas Government Code, requires that the Bonds be assigned a rating of not less
than "A" or its equivalent as to investment quality by a national rating agency. See "Other Information - Ratings"
herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor
standard, the Bonds are legal investments for state banks, savings banks, trust companies with capital of one million
dollars or more, and savings and loan associations. The Bonds are eligible to secure deposits of any public funds of
the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their
market value. No review by the City has been made of the laws in other states to determine whether the Bonds are
legal investments for various institutions in those states.

LEGAL MATTERS

The City will furnish a complete transcript of proceedings incident to the authorization and issuance of the Bonds,
including the approving legal opinion of the Attorney General of the State of Texas to the effect that the Initial
Bond is a valid and binding obligation of the City, and based upon examination of such transcript of proceedings,
the approving legal opinion of Bond Counsel to the effect that the Bonds issued in compliance with the provisions
of the Ordinance are valid and legally binding special obligations of the City and the interest on such Bonds is
excludable from gross income for federal income tax purposes under existing law and the Bonds are not private
activity bonds, subject to the matters described under "Tax Matters" herein. A form of such opinion is attached
hereto as Appendix C. Bond Counsel was engaged by, and only represents, the City. Except as noted below, Bond
Counsel did not take part in the preparation of the Official Statement, and such firm has not assumed any
responsibility with respect thereto or undertaken independently to verify any of the information contained therein,
except that, in its capacity as Bond Counsel, such firm has reviewed the information appearing under the captions
and subcaptions "PLAN OF FINANCING" (except for the subcaption “Sources and Uses of Funds”), "THE
BONDS" (except for the subcaption "Book-Entry-Only System" and “Bondholders Remedies”), “SELECTED
PROVISIONS OF THE BOND ORDINANCE”, "TAX MATTERS", and "CONTINUING DISCLOSURE OF
INFORMATION" (except for the subcaption “Compliance with Prior Undertakings”) and the subcaptions
“Registration and Qualification of Bonds for Sale”, "Legal Investments and Eligibility to Secure Public Fund in
Texas", and "Legal Matters" under the caption "OTHER INFORMATION" and is of the opinion that the
information relating to the Bonds and the Ordinance contained therein fairly and accurately describe the laws and
legal issues addressed therein and, with respect to the Bonds, such information conforms to the Ordinance. The
legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds are contingent
on the sale and delivery of the Bonds. The legal opinion will accompany the Bonds deposited with DTC or will be
printed on the Bonds in the event of the discontinuance of the Book-Entry-Only System. Certain legal matters will
be passed upon for the Underwriters by Locke Lord Bissell & Liddell LLP and West & Associates L.L.P., Dallas, Texas, co-
counsel to the Underwriters. The legal fee of such firm is contingent upon the sale and delivery of the Bonds.

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional
judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a
legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, or
the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of
an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

43
AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION

The financial data and other information contained herein have been obtained from City records, audited financial
statements and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or
estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions
contained in this Official Statement are made subject to all of the provisions of such statutes, documents and
resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to
such documents for further information. Reference is made to original documents in all respects.

VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS

The arithmetical accuracy of certain computations included in the schedules provided by First Southwest Company
on behalf of the City relating to (a) computation of forecasted receipts of principal and interest on the Federal
Securities and the forecasted payments of principal and interest to redeem the Refunded Bonds, and (b) computation
of the yields of the Refunding Bonds and the Federal Securities will be verified by Grant Thornton, LLP, certified
public accountants. Such computations will be based solely on assumptions and information supplied by First
Southwest Company on behalf of the City. Grant Thornton, LLP has restricted its procedures to verifying the
arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and
information on which the computations are based and, accordingly, will not expressed an opinion on the data used,
the reasonableness of the assumptions, or the achievability of the forecasted outcome.

FINANCIAL ADVISOR

First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the
Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the
issuance and delivery of the Bonds. First Southwest Company may submit a bid for the Bonds, either independently
or as a member of a syndicate organized to submit a bid for the Bonds. First Southwest Company, in its capacity as
Financial Advisor, does not assume any responsibility for the information, covenants and representations contained
in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of
any present, pending or future actions taken by any legislative or judicial bodies.

The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The
Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts
and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of
such information.

UNDERWRITING

The Underwriters have agreed, subject to certain conditions, to purchase the Bonds from the City, at a price equal to the
initial public offering prices, as shown on page 2 of this Official Statement, less an underwriting discount of
$________. The Underwriters will be obligated to purchase all of the Bonds if any Bonds are purchased. The Bonds to
be offered to the public may be offered and sold to certain dealers (including the Underwriters and other dealers
depositing Bonds into investment trusts) at prices lower than the public offering prices of such Bonds, and such public
offering prices may be changed, from time to time, by the Underwriters.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters
have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to
the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of
this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo
& Company and its subsidiaries, including Wells Fargo Bank, National Association.

Wells Fargo Bank, National Association ("WFBNA"), one of the underwriters of the Bonds, has entered into an
agreement (the "Distribution Agreement") with Wells Fargo Advisors, LLC ("WFA") for the retail distribution of
certain municipal securities offerings, including the Bonds. Pursuant to the Distribution Agreement, WFBNA will

44
share a portion of its underwriting compensation with respect to the Bonds with WFA. WFBNA and WFA are both
subsidiaries of Wells Fargo & Company.

FORWARD-LOOKING STATEMENTS DISCLAIMER

The statements contained in this Official Statement, and in any other information provided by the City, that are not
purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes,
intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking
statements. All forward-looking statements included in this Official Statement are based on information available to
the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The
City's actual results could differ materially from those discussed in such forward-looking statements.

The forward-looking statements included herein are necessarily based on various assumptions and estimates and are
inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible
invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic,
business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be
taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial,
and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with
respect to, among other things, future economic, competitive, and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City.
Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Official Statement will prove to be accurate.

MISCELLANEOUS

The financial data and other information contained herein have been obtained from the City's records, audited financial
statements and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or
estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions contained
in this Official Statement are made subject to all of the provisions of such statutes, documents and resolutions. These
summaries do not purport to be complete statements of such provisions and reference is made to such documents for
further information. Reference is made to original documents in all respects.

The Ordinance authorizing the issuance of the Bonds approves the form and content of this Official Statement, and
any addenda, supplement or amendment thereto, and authorizes its further use in the reoffering of the Bonds by the
Underwriters.

Mayor
City of Irving, Texas
ATTEST:

City Secretary

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SCHEDULE I

SCHEDULE OF REFUNDED BONDS*

Waterworks & Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2001
Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
3/15/01 8/15/11 5.000% $ 2,340,000 $ 2,340,000 $ -
8/15/12 5.375% 2,570,000 2,570,000 -
8/15/13 5.375% 515,000 515,000 -
8/15/14 5.375% 415,000 415,000 -
8/15/15 5.375% 430,000 430,000 -
8/15/16 4.875% 585,000 585,000 -
8/15/17 5.000% 615,000 615,000 -
8/15/18 5.000% 645,000 645,000 -
8/15/19 5.000% 680,000 680,000 -
8/15/21 (1) 5.000% 2,170,000 1,460,000 710,000
$ 10,965,000 $ 10,255,000 $ 710,000

The 2011-2019 and 2021 maturities will be redeemed prior to original maturity on November 7, 2010 at 100%
(1) Represents a Term Bond with mandatory sinking fund payments on August 15, 2020 and a final maturity
on August 15, 2021.

Waterworks & Sewer System New Lien Revenue Bonds, Series 2002
Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
4/1/02 8/15/13 5.000% $ 1,185,000 $ 1,185,000 $ -
8/15/14 5.000% 1,240,000 1,240,000 -
8/15/15 5.000% 1,295,000 1,295,000 -
8/15/16 5.000% 1,360,000 1,360,000 -
8/15/17 5.050% 1,425,000 1,425,000 -
8/15/18 5.100% 1,495,000 1,495,000 -
8/15/19 5.125% 1,570,000 1,570,000 -
8/15/20 5.125% 1,650,000 1,650,000 -
8/15/21 5.125% 1,730,000 1,730,000 -
8/15/22 5.125% 1,820,000 1,820,000 -
$ 14,770,000 $ 14,770,000 $ -

The 2013-2022 maturities will be redeemed prior to original maturity on August 15, 2012 at 100% of par.

Waterworks & Sewer System New Lien Revenue Refunding and Improvement Bonds, Series 2003
Original Original Principal
Original M aturity Interest Principal Amount Amount
Dated Date Date Rates Amount Refunded Outstanding
6/15/03 8/15/13 5.000% $ 3,550,000 $ 2,300,000 $ 1,250,000
8/15/14 5.000% 4,025,000 2,610,000 1,415,000
8/15/15 5.000% 5,045,000 3,270,000 1,775,000
8/15/16 5.000% 5,325,000 3,450,000 1,875,000
8/15/17 5.000% 3,600,000 2,335,000 1,265,000
8/15/18 5.000% 2,480,000 1,605,000 875,000
8/15/19 5.000% 2,605,000 1,690,000 915,000
8/15/22 (1) 5.000% 1,450,000 940,000 510,000
8/15/23 5.000% 1,485,000 960,000 525,000
$ 29,565,000 $ 19,160,000 $ 10,405,000

The 2013 - 2019, 2020 and 2023 maturities will be redeemed prior to original maturity on August 15, 2012 at
100% of par.
(1) Represents a Term Bond with mandatory sinking fund payments on August 15, 2020 and a final maturity
on August 15, 2022.

*
Preliminary, subject to change.
APPENDIX A

GENERAL INFORMATION REGARDING THE CITY


THE CITY

Largest Employers in Irving Fourth Quarter 2010 (by number of employees)

1000 and over

Citigroup
Associates First Capital Corp.
Verizon Communications Inc
Citicorp Credit Services Inc
Allstate Insurance Co
Central Freight Lines Inc
YRC Worldwide Inc.
Microsoft Corporation – Las Colinas
Baylor Medical Center at Irving
Archon Group LP
NEC America Inc
* City of Irving

500 – 999

North Lake College


Abbott Laboratories
TXU Electric Delivery (TXU Mining Co.)
TXU
Nokia Siemens Networks
Computer Science Corp.
Aegis Communications Group Inc
AAA Texas LLC
VHA Inc
NCH Corp (Parent Company of Certified Laboratories Inc)
EMC Mortgage Corp
Brinks Home Security, Inc
Medco Health Solutions of Irving
Nissan Motor Acceptance Corp
Liberty Mutual
Frito-Lay Inc
Roadway Express, Inc.
Dr. Pepper/Seven –Up Bottling
Fedex Freight
Oracle Corp
Banctec
Adea Solutions Inc
Quest Diagnostics Incorporated
Mothers Against Drunk Driving
Michael’s Stores
First Horizon Home Loans
HOLT CAT
AT&T (formerly Southwestern Bell)
First Horizon Home Loans
Bearing Point, Inc.
TXU Energy –HQ
Christus Health (Corporate Office)

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Housing

ANNUAL HOUSING TOTALS-NCTCOG* & Census


1990- 2000-
Census Census 2002* 2003* 2004* 2005* 2006* 2007* 2008* 2009* 2010*
Single Family 29,140 32,783 33,557 33,849 34,212 34,572 34,955 35,377 35,810 36,168 36,465
Multifamily 40,027 46,333 47,234 48,308 48,308 48,308 49,224 50,116 51,467 51,938 52,225
Other 1,892 1,177 1,193 1,193 1,193 1,186 1,186 1,186 1,186 1,186 1,194
Total 71,059 80,293 81,984 83,350 83,713 84,066 85,365 86,679 88,463 89,292 89,884

*These totals based on yearly estimates from the North Central Texas Council of Governments (NCTCOG) for January 1st of the stated
year.

Housing types included in each category:


Single Family-one family detached and duplexes
Multifamily-three or more separate units in structures, such as apartments, townhouses, and condominiums
Other-mobile home, trailer, houseboat, etc

The City maintains strict zoning practices that comply with generally accepted standards of health, safety and
general welfare. The City requires construction to conform with the most recent standards of electrical, heating, air-
conditioning, plumbing, masonry, framing and cement work. All private construction must pass City building
inspections.

Economic Indices

Calendar Various Data


Year Building Permits
(1)
2010 $311,321,970
2009 334,468,965
2008 662,498,788
2007 531,433,546
2006 597,492,701
2005 305,223,425
2004 422,270,981

(1) Data as of October 26, 2010

City of Irving Land Area Statistics

City of Irving Land Area Statistics


Acreage Sq
Total 43,446 67.9
Airport 6,046 9.4

Total Area Less Net of Airport 37,400 58.4


Developed Area (less Airport) 31,165 46.5
Total Undeveloped Area (less Airport, includes floodplain) 6,234 10.2

Percentage Area Developed Less Net of Airport 83%


Percentage Area Undeveloped Less Net of Airport 17%

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In keeping with its character as a modern, well-planned City, Irving's government center, where most administrative
departments are located, is situated on a well landscaped tract that is easily accessible to the citizens it serves. The
nearby Irving Criminal Justice Center houses Police and a Dallas County Branch Courthouse.

The City is governed by a council-manager form of government. Candidates for election as councilperson and
mayor are independent and non-partisan. They receive token remuneration. The Mayor and Council set policy, but
the administration is directed by the City Manager.

An annual budget is prepared by the City staff and presented by the City Manager to the City Council for approval
and adoption after public hearings. Expenditures and Bonds of the City for the ensuring fiscal year are reflected in
said annual budget and amendments thereto from time to time.

More than one hundred churches are located in Irving, representing almost all faiths. There are more than one
hundred civic, service, professional and fraternal organizations. A partnership with Dallas County, Parkland
Hospital and the Baylor HealthCare System recently saw the opening of a Community-Oriented Primary Care Clinic
in south Irving, providing low to moderate income residents with a wide range of primary and preventive healthcare
services, easing the strain of area emergency rooms.

Civic Facilities

The City of Irving is dedicated to constructing high quality work and ensuring the contractors who perform the
work do so at the highest standards and efficiencies. To support this effort the city implemented the Construction
Manager at Risk policy that is a quality based selection process for selecting the best contractor for the job, rather
than settling for the lowest bidder. The contractor is brought on the project team early in the design phase so that he
can collaborate with the design team to come up with more cost effective means of constructing the project,
minimizing change orders and reducing the overall cost of the project. Another benefit of having the contractor
early in the design phase is that as soon as the design is complete for certain elements, the contractor can begin
construction while the design of remaining elements of the project are being completed, speeding up the completion
time of the overall project.

Animal Shelter

The construction of a new 23,800 square foot Animal Shelter to replace the existing facility, which includes
adoption & holding facilities for dogs and cats was completed in March 2010. The facility has a veterinarian clinic
to treat and vaccinate animals. The facility is shared with DFW Humane Society and will provide an opportunity to
increase the overall percentage of adopted animals. This project replaces the existing 6,000 square foot animal
shelter which is outdated and overcrowded. The City Council has adopted a policy to increase the number of
animals which are adopted and the new facility will be designed to provide a new user friendly shelter which will
increase opportunities for the residents to adopt animals.

Irving Public Library System

The Irving Public Library System consists of the 82,000 sq. ft. Central Library, located next to City Hall, and three
branch libraries: East, Northwest and Valley Ranch. A bookmobile provides library service to daycares, recreation
centers, apartments, and senior living facilities. Bond funds from the 1999 program funded a new 26,000 sq. ft.
Valley Ranch Library that opened in October 2007.

The City’s 2006 Bond Program included $18.2 million for land acquisition and construction of two new branch
libraries and finish-out of the Valley Ranch Library. The new 25,000 sq. ft. library will open in 2011.

The East Branch Library Literacy Program reported 13 students receiving 902 hours of instruction. The East
Branch staff brought together Literacy and ESL providers from churches, schools and other organization serving
Irving residents to share ideas and coordinate services.

The Irving Archives, housed in the Central Library since 1996, assisted 964 visitors using 2,445 items with 654
reference transactions. The Archives consists of 1232 linear ft. of documents, photographs, and artifacts.

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The Library offered special programs for all ages, including an active Summer Reading Club that attracts more than
6,000 participants each year. Special programs include monthly Chautauqua programs that explore all of the arts,
preschool hands-on science activities, computer classes, and Theater Camp.

The Central Library maintains an extensive business reference collection, including a large number of subscriptions
to online business services, business books and periodicals. Irving’s business community uses these materials and
services extensively. A Job Center and quarterly Job Fairs provided resources and opportunities for approximately
3500 job seekers.

The Friends of the Irving Public Library continued to provide support to the Library through used book sales
throughout the year. Library customers benefit from the fundraising efforts of the Friends through new materials,
equipment, and activities that support library programs and services.

The Central Library is open 64 hours each week; branch libraries are open an average of 42 hours a week; and the
bookmobile visits 12 locations weekly with 2-3 hours spent at each stop. Both the Central Library and Valley
Ranch Library are now open 7 days a week, including Sunday from 1-5 p.m. In the near future, the purpose of the
Central Library facility will change to be an historical museum and meeting area. A new southern library is
currently under design and will be a strong addition to the library system.

West Irving Library is a new 25,000 square foot state of the art library. This library located at 4444 West Rochelle,
near the corner of Rochelle and Esters Road, has a construction cost of $6.4 million and is scheduled to open in
March of 2011. The library will include areas for the adult collection; teen collection; and the children's collection.
There will be a 24 station computer lab, quiet reading room, group meeting room, 5 small conference rooms and a
children's story time room. There is also a large outdoor reading patio along the northwest end of the building. The
building includes a drive through book drop area, staff work space and offices. There is a special work space for
the bookmobile staff and the bookmobile will be stationed at this location, which is much more central to both the
north and south ends of Irving. The building will be a LEED certified building and also a net zero energy building.
The building includes geothermal energy for the heating and cooling of the entire structure.

Design work has started on the new South Irving Library. This latest library is expected to cost $12 million and will
replace the aging Central Library with a new 45,000 square foot library, which will be located at the corner of
Schulze Street and Sowers Roads along the Irving Boulevard Corridor. The new library will be adjacent to
Centennial Park and Millennium Fountain. The design of the new library will be completed in August of 2011 and
it is expected to be open in early 2013. The library is expected to include areas for the adult collection, teen
collection and children's collection. There will be computer lab, quiet reading room, children's story time, large
group meeting room and smaller conference rooms. The library will include the latest technology such as smart
boards, interactive Microsoft Surface Tables and be digitally advanced. The City archives and genealogy
department will remain in the existing Central Library, which is scheduled to be renovated to house a Heritage
Museum.

Higher Education

The University of Dallas, a private Roman Catholic institution offering bachelor and graduate degrees, is located on
a 1,000-acre campus in the City. It offers a strong liberal arts program of 20 undergraduate fields of study, 8 in
master level and 3 in the Ph.D. level and a large graduate school of management. Within the boundaries of the
campus are a Cistercian Preparatory School, Cistercian Monastery, Dominion Priory and the Holy Trinity Seminary.
The Braniff Graduate Building, with its Willmore Kendall Study, is a focal point of graduate research and study.
The school cooperates with cultural and civic groups in Irving in making its programs and facilities available to
them. The University has an enrollment of approximately 3,255 students. This higher education center has 30
permanent buildings with appropriate landscaping.

North Lake College of the Dallas County Community College District opened its $21,000,000 campus in Irving in
1977. The 276-acre campus adjoins the Las Colinas industrial/residential development and is east of the Dallas/Fort
Worth Airport. The multi-level campus has buildings that follow the contour of a hillside leading down to the lake.
The roof of each level serves as a terraced walkway for student entering the levels above. North Lake College has
an enrollment of approximately 6,000 students for credit courses. North Lake provides a university parallel

A-4
program and a broad range of one and two year technical/occupational programs that prepare a person for entry into
a chosen trade or career. A new South Irving campus celebrated its ribbon-cutting in April 2009.

Arts Center

In August 1980, the Irving City Council established the City of Irving Arts Board, which was charged with the
responsibility of encouraging and supporting local arts activities and governance oversight of the Irving Arts Center.
The work of the eleven-person Board is funded through a portion of the local hotel room occupancy tax. The Irving
Arts Center boasts two state-of-the-art theaters; four galleries; meeting, classroom, reception and rehearsal facilities;
and a beautiful sculpture garden on a ten-acre site. In April of 1986, the Arts Board opened the first phase of the
Irving Arts Center. The facility was completed in 1990.

The Arts Board also operates a grants program providing financial assistance to organizations offering arts activities
to Irving citizens and visitors. Funded activities include symphonic presentations, theatrical productions, art
exhibits, youth programming, special guest artists and cultural festivals.

The Arts Center has more than 91,500 square feet of performing and visual arts space, including a 707-seat concert
hall (Carpenter Performance Hall), and a 253-seat theater (Dupree Theater). The Arts Center’s four gallery spaces
offer more than 20 rotating exhibitions each year. The Main Gallery is a 3,800-square-foot art gallery space with
200 linear feet of wall space.

The Sculpture Garden was designed by Dallas-based landscape architect Mahlon Perry. It features permanent
installations by internationally renowned artists Jesús Moroles, Michael Manjarris and James Surls; the Irving
Centennial Mural, a monumental mosaic created by artist Francisco Mendoza with Irving youths and the recently
donated sculpture ’03 Democracy by John Brough Miller. The Sculpture Garden also features temporary exhibits of
sculptures by both regional and national artists, including the long-term loan of two sculptures by American artist
Reuben Nakian from the Hirshhorn Museum and Sculpture Garden in Washington, D.C.

The Arts Center’s year-round youth and family programming features story times, live performances, Saturday
School, afterschool art programs for middle and high school students, art and theatre camps in the summer, Family
Fundays and two free festivals, the Spring Art Adventure Fest and Holiday Open House. Over 15,000 children and
families are served by these programs annually.

The Arts Center is home to several arts organizations including Academy of Bangla Arts and Culture, Entertainment
Series of Irving, Irving Art Association, Irving Black Arts Council, Irving Chorale, Irving Symphonic Band, ICT
Main Stage, Irving Symphony Orchestra, Las Colinas Symphony Orchestra, Lyric Stage and the New Philharmonic
Orchestra of Irving. These organizations present events on a seasonal basis, in addition to periodic special events.

In 2007 the Irving Arts Center was named an affiliate of the Smithsonian Museum, becoming one of only 159
affiliates nationwide to earn the honor. This affiliation allows the Irving Arts Center opportunities to bring the
Smithsonian to our community with loans of artifacts, traveling exhibitions and special programs. In large part
because of this relationship, the Irving Arts Center will be one of a limited number of venues in the U.S. hosting the
blockbuster Genghis Khan: The Exhibition featuring treasures of 13th century Mongolia in late 2011. The exhibition
contains materials and artifacts from the Hmitage Museum in Russia and two historical Museums in Mongolia.

Transportation

The City is a growing and thriving residential, commercial, industrial, and entertainment area located approximately
six miles west of the Dallas Central Business District (CBD) and approximately 20 miles east of the Fort Worth
CBD. Several highways (SH 114, SH 161/President George Bush Turnpike (PGBT), SH 183, IH 635, and Loop
12) traverse the City and provide excellent access within the City and to the surrounding region. SH 183 is the
primary east/west corridor through Irving and links the City to the Dallas and Fort Worth CBD’s. Nearly ½ of
Dallas Fort Worth International Airport (DFWIA) is located within the western portion of Irving. This airport is a
key hub in the US system and provides rapid access to points in North America, Europe, and Asia. Access to the
airport is now provided by SH 183 (south entrance) and IH 635/SH 114 (north entrance). Dallas Area Rapid Transit
(DART) Light Rail Transit will connect the Dallas CBD with the DFWIA through the City with five rail stations

A-5
located within Irving. This final connection is planned to be complete in 2014. DART provides express bus, local
bus, commuter rail, park/ride, and para transit service to the City.

The Diamond Interchange project (Loop 12/SH 114/ SH 183/Spur 482 Interchange) is a key element of the future
transportation improvements in the City. This project will not only rebuild a key north-south facility, but will also
rebuild the entire interchange around the former site of Texas Stadium. This interchange is the first step to
rebuilding Loop 12, SH 114, and SH 183. This project is also unique in that it is one of seven projects nation-wide
designated by the American Association of State Highway and Transportation Officials (AASHTO) for
environmental streamlining. Phase I of this project is scheduled for completion in 2013. The design for Phase II is
currently 65 percent complete, with right-of-way acquisition in progress in anticipation of its ultimate construction.
Rebuilding SH 183 is an important component of the long-term viability of the City. This project is now at the
point of developing the preliminary engineering and environmental assessment with significant involvement from
the residential and business interests in the corridor. The Texas Department of Transportation (TxDOT) has
acquired nearly 70 percent of the required right-of-way and demolished over 50 percent of the buildings necessary
to prepare this corridor for highway expansion. The TxDOT has awarded a $7 million Sound Mitigation Wall
project in advance of the highway expansion to construct the necessary noise mitigation protection for the City’s
residents. The sound walls will have a pleasing aesthetic appeal while serving the functional role of protecting the
city’s residents and neighborhoods.

President George Bush Tollway/SH161 has now been completed through Irving. This project completed a key link
between the North Dallas region and IH 30/Southwest Dallas County with plans to continue to connect to SH20 to
the south. The facility is tolled on the northern and southern portions, but the main lanes between Belt Line Road
and SH 183 remain non-tolled. A continuous frontage road system, which provides property access to the corridor
and a non-tolled alternative for local traffic, has been the impetus for a significant level of development.

DART is currently building a light rail transit (LRT) line through Irving into DFWIA. The City is seizing a key
opportunity to link land planning and transportation planning in the selection of station locations and in the allowed
land uses near the alignment. The extension to DFWIA provides increased transit access for citizens, provides an
alternative to traffic congestion (particularly in the SH 114 corridor), and encourages future growth near the
alignment. Key opportunity areas include the Las Colinas Urban Center, the University of Dallas, and the former
site of Texas Stadium. The City is uniquely situated on this rail line between DFWIA in the west and Love Field
Airport in the east. This reinforces the City’s already favorable location for air service. In conjunction with the
LRT design, DART is also developing alternatives for improvement to SH 114 in close cooperation with TxDOT.
Service on this LRT to the north Urban Center is expected to begin on December 31, 2011. Service on this LRT to
Belt Line Road is expected to begin on December 31, 2012. Service into DFWIA expected in 2014.

The Trinity Railway Express (TRE, an operating entity of DART) connects the Dallas and Fort Worth CBD’s, and
the City is served by two stations (South Irving Transit Center and West Irving Rail Station). This line provides
ready access to the Dallas Medical and Market Centers and CBD in the east and the DFWIA, North Richland Hills,
and the Fort Worth CBD in the West. Access to DFWIA is provided via bus transfer at the Centerport Station. The
City now worked with DART to grade separate several crossings and “quiet zone” the City through enhanced
crossings. These improvements enhanced surface transportation operations, and improved the quality of life for
local residents. The City continues to work closely with the Regional Transportation Council (RTC) in the
development of future infrastructure improvement planning and financing. The current mobility plan (Mobility
2025) is being updated to reflect 2030 conditions.

Parks and Recreation Department

A-6
The City of Irving Parks and Recreation Department plays a vital role in the community by providing a variety of
activities and facilities in its 61 park sites which total over 1,802 acres. The Department is actively developing
master plans for many park areas including renovation of existing facilities and development of new or previously
undeveloped park properties. The 1994 bond program provided $22.4 million and the 1999 bond program provided
$38.6 million for the acquisition of park land and the construction of new park facilities. In November 2006, voters
approved $69 million for park and recreation purposes.

Over the past several years, many major projects have been completed, with others currently under construction or
funded with plans to initiate construction soon.

Opening this past summer, the ADA Playground and Miracle League Softball Field is a unique jewel in the crown
of Irving’s public amenities. Certainly a one-of-a-kind treehouse themed ADA accessible park is complimented by a
Miracle League Field created specifically for children with special needs. This project will begin to serve the play
and sports activities for Irving's special needs population. The playground will also be available to able bodied
children and allow both able bodied and special needs children to play together.

The Twin Wells Golf Course provides recreation activities for thousands of Irving residents. The golf course was
completed in the fall of 1988. Since its opening in September of 1988 the course has played over 1,024,076 rounds
of golf.

The Athletic Complex at Trinity View Park continues to receive new development and renovation leading to
completion of the approved master plan. A beautiful 4-field adult softball complex was opened in the summer of
1989. Five soccer fields have been improved, irrigated and lighted. Two (2) youth baseball fields were completed
in the spring of 1998 bringing the total to six (6) new youth baseball fields completed since 1990 along with the
renovation of the turf on three (3) existing fields, providing quality grass infields. In addition, four (4) new youth
football fields are complete providing top quality fields for the football program. The 1994 bond program funded a
new restroom for baseball which was the last item on the master plan.

Neighborhood Parks continue to receive upgrades as part of the 1994 Bond Program. Playgrounds were renovated
at Sunrise, Southwest, Cottonwood Creek, Victoria, Nichols, Hurwitz, Lee and Fritz Park since 1997. The
renovation of the playgrounds in the older parks has allowed Irving to meet the new and upgraded playground
requirements. The renovations included rubber surfacing to meet the ADA requirements and state of the art play
equipment to meet the new CPSC and ASTM guidelines. These upgrades enhance the neighborhood parks, which
are the cornerstone of the City's park system and raise the level of service being delivered on a neighborhood level.
The addition of Shady Grove Trails Park, Rose Meadows Park, North Lake Ranch Park, Running Bear Park, and
Mountain Creek Park continue to enhance the city’s park system.

Lee Park Recreation Center was built in 1965 and the 1991 master plan was developed to guide the renovation and
expansion. The 1994 bond program provided $2.6 million for the project and the expansion and renovation of the
facility began in 1998. The renovation was completed and the building was dedicated in November 2000. The
recreation center was expanded to 24,600 square feet and includes amenities such as a second volleyball gym,
racquetball courts and a new fitness center to serve the citizen's needs.

Mustang Park Recreation Center was funded in 1994 using a 2.5 million dollar bond program. This recreation
center is in the Hackberry Creek Area of North Irving. It is approximately 18,500 square feet and the center
features a gymnasium, teen center, preschool area, large classroom, kitchen restrooms, locker rooms and a state of
the art fitness center. The building opened in 2002.

Trinity View Park Group Picnic Pavilion was completed in 1992 and accommodates groups of 60-100 for events
such as company picnics, family reunions or special events. The facility is nestled into a wooded site, which
provides an outstanding setting for this passive activity. The reservations for the facility have continued to rise as
the reputation of the fine facility has spread.

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Fritz Park Erosion Control Project was funded under the 1994 Bond Program. The project was designed to turn the
Delaware Creek erosion problems through Fritz Park, into an asset in the park. The proposed solutions for the
project combine sound engineering principals with aesthetics to enhance the beautiful park setting. The
improvements cost $1.84 million and include decorative modular block retaining walls, natural stone retaining
walls, construction of an amphitheater, a small pond, two waterfalls and a new pedestrian bridge. Construction was
completed in the fall of 2000.

Cimarron Park is the first major park acquired in the North Irving community of Valley Ranch. The 12-acre park is
adjacent to Tom Landry Elementary School and the park improvements were completed in early 1996. The park
includes a pavilion, playground, 2 tennis courts, 2 basketball courts, a ¾ mile walking trail, and the addition of over
100 trees. The 19,000 square foot recreation center was opened in June of 1998 and provides the first indoor
recreation opportunities for the far northern communities.

The 1999 bond program funded the construction of Cimarron Park Aquatic Center in the southeast corner of the
site. The $3.5 million outdoor swimming center is the first outdoor pool built in Irving since 1979 and will be the
only city pool north of Hwy. 114. The project includes a 10,000 square foot main pool with a zero depth entry and
a water play unit. There is a separate toddler pool, double flume water slide, five lap lanes, numerous shade
structures, concession stand and bath houses. The facility opened May 24, 2008.

The Three Municipal Pools operated by Irving were renovated during the 1980's. These enhancements resulted in
an increase of attendance. During the steady rise in attendance, the department implemented a rigorous safety
program to protect each and every pool patron.

Shady Grove Trail Park is a 13-acre park, which was donated to the City by Bluebonnet Savings in 1994. The Park
was planned by the Park Planning Division and constructed by the City employees on the Park Construction Crew.
Park staff completed the installation of two play units, four picnic shelters, basketball court and an eight-foot wide,
½ mile concrete walking trail. The park also included a history plaza to document the history of Shady Grove Trail,
a pioneer trail that ran through the park site in the 1800's. The park was dedicated for public use in November of
1998. This is the first park entirely developed by the Park Construction Crew and resulted in estimated savings of
over $200,000 by not having to contract out the development. Both Texas Recreation and Parks Society and Dallas
County Historical Commission have recognized the park design as innovative.

A partnership with Irving Independent School District has resulted in the development of three neighborhood parks
on elementary school campuses. The three campuses are Lively Elementary, A.S. Johnston Elementary and Sally B
Elliott Elementary. These parks were developed in sections of the City, which are deficient in neighborhood park
acreage, but completely built-out. There was no vacant land for the Department to acquire for neighborhood parks
and therefore the partnership was formed to make better use of publicly owned property. The Parks naturally are
small; approximately 2 acres of development such as play equipment, picnic facilities, basketball courts and sandlot
ball fields. The parks are restricted to school usage during normal school hours for safety reasons. The parks are
available to the public after school, weekends and summers. The parks have proven to be very popular and well
received by the neighbors.

Campión Trails is a 22-mile greenbelt along the Elm and West Forks of the Trinity River from Valley Ranch south
to Running Bear Park. This trail system will provide unique recreational activities for the citizens of Irving.
Campión Trails will be a key link in a regional greenbelt along the Trinity River corridor called the Trinity Trail
System. This greenbelt will eventually include 22 miles of 12' wide concrete primary trails, over 20 miles of
secondary trails, and nine park nodes along the greenbelt. The greenbelt will eventually provide recreation trails for
bicycling, walking, bird watching and other eco-tourism activities, hiking and equestrian uses. There are areas of
native bottomland hardwoods, which will be preserved for benefit of future generations and the environment. This
area of the greenbelt provides a unique natural setting for Irving's citizens in the middle of an urban environment.
Since 1997 the Department has completed over seven (7) miles of concrete (5 miles of primary trial in the Las
Colinas area, and 2 miles in the southern section.) The completed trail runs through Bird's Fort Trail, California
Crossing Park, Spring Trial Park, Keenan's Crossing Park, TW Richardson Grove and currently terminates in Sam
Houston Trail Park with pedestrian access across the levee into Valley Ranch.

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Construction is completed on the 1.5 mile Twin Wells Park to Trinity View Park primary trail extension which
opened in October 2010. This extension of the primary trail is part of the southern section of Campión Trails. This
segment ties into the existing 2 mile primary trail at Mountain Creek Preserve and extends through Twin Wells Park
into Trinity View Park making the entire southern section 3.5 miles in length. This additional trail cost $1.1 million
and was funded with a $1.5 million Trail Grant from Dallas County Open Space Program. The remaining $400,000
from this grant will fund an extension of the trail northward from Trinity View Park into River Hills Park. This will
add another ½ mile of trail and make the southern section a total of 2 miles. This River Hills Park Extension will be
completed in the spring of 2011.

The City received another $1.3 million in a 2010 trail grant from Dallas County Open Space Program which is
funding the 1.5 mile Valley Ranch Extension of the primary trail on the northern segment of Campión Trails. The
Valley Ranch Segment will be the very northern end of Campión Trails and will include a second levee crossing
into the Valley Ranch Development in the area of Cimarron Trail. This northern most segment will include the 12
wide primary trail, a ½ mile turn around loop trail and the entire trail is located within Sam Houston Trail Park.
Construction started on this segment and the trail is expected to be completed by the spring of 2011.

City Staff is currently working on an implementation plan to finish the remaining primary trail of Campión Trail for
the entire 22 mile corridor within three years. City Staff is currently working on preliminary plans for the western
extension of the southern segment, which will run from Mountain Creek Preserve westward, under MacArthur
Boulevard, over to Running Bear Park. This western segment will tie into the existing trail constructed by Grand
Prairie and will be the next primary trail section to be constructed beginning in late 2010. The third and final
segment of Campión will be the center portion of the trail corridor, around Texas Stadium, which will connect the
northern and southern trail segments. Construction to the last segment is projected to start in 2011.

Mountain Creek Preserve is a 54-acre park leased from Dallas County in the southern portion of the City adjacent to
Twin Wells Park. Phase III of Campión Trails is complete in MCP and was funded through a $500,000 matching
development grant from Texas Parks and Wildlife Department. The total development budget for the project is
$1,000,000 and includes one mile of primary trail, picnic pavilion, two river overlooks, playground area, basketball
court, horseshoes, sandlot athletic fields, secondary nature trails, paved parking, canoe launch, fishing access and
equestrian activities. The park opened in the fall of 2000.

Northwest Park Recreation Center was originally built in 1968 and the $2.4 million redevelopment of the center was
included in the 1994 bond program. Due to structural problems the old 11,000 SF building had to be demolished.
The new building was dedicated in November 2002, expanding programming space to 16,000 square feet. The
building includes classrooms, gymnasium, fitness center, pre-school room, teen center, restrooms with locker rooms
and showers.

Irving Soccer Complex, located near the airport, has 13 soccer fields. The City acquired 22 acres to increase
Harrington Park to 47 acres and provide enough space for the Soccer Complex. The $3.050 million from the 1999
bond program provided tournament quality youth soccer fields for the Irving Soccer Association. There are fields
for all youth age groups and the complex includes a restroom building, concession building, group pavilion, large
pedestrian plaza, playground, concrete entry drive, park roads and parking for over 500 cars. The complex also
includes its own shop to house the dedicated maintenance staff. The fields are irrigated and soil was imported to
ensure top quality turf for the fields. The complex hosted league play for the first time in the fall of 2003.

The Heritage Senior Center was funded by $7.5 million included in the 1999 Bond Program. The Senior Center is
located in the Heritage District on a 6-acre park at Second and Jefferson Streets. The project included a 29,000
square foot senior center and a 10,000 square foot indoor natatorium. The “dry side” of the center features a fitness
center, 7,000 SF ballroom, billiards room, dining room for 122 people, large kitchen, computer lab with 21 stations,
three multi-purpose classrooms, craft room, multi-media living room and administrative spaces. There is an outdoor
plaza for activities and classes. The natatorium includes a 7,000 SF pool, double flume slide, and current channel,
hot tub for 12 people, dressing rooms and first-aid room. The entire site is landscaped and irrigated to provide a
first class facility for the seniors. The center provides a variety of recreational activities as well as services such as
transportation and daily lunch program.

Centennial Park is a $2.8 million dollar development at the entry into the Heritage District, commemorated Irving's
100th Birthday. The park, along Delaware Creek, provides a Centennial sculpture of the City's founding fathers, a
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history wall highlighting numerous significant events in Irving’s history, a magnificent pavilion for group outings,
and a replica of a pioneer cabin and winding trails through wildlife inhabited woodlands. The park was dedicated as
one of the major events in Irving’s Centennial Celebration on October 4, 2003. In December 2007, the city’s
holiday extravaganza was expanded to include a light display at Centennial Park.

Lively Pointe Youth Center and Lively Pointe Skate Park has become the hub for youth and teen activities. The
skate park is a 20,000 SF concrete skate park with a Flow Bowl and Street Skate Plaza. The skate park was funded
with $725,000 from the 1999 bond program and opened in May of 2007. The Lively Pointe Youth Center is a
$2,000,000 renovation and expansion funded in the 1999 bond program. The building was extensively renovated to
house the teen programs including spaces such as a game room, computer game room and lab, classrooms, craft
room, fitness center, television room and snack cantina. The project also included the addition of a gymnasium to
make the overall size of the building approximately 24,000 square feet. Construction began in the summer of 2007,
and the facility was dedicated September 9, 2008.

North Lake Ranch Park is a $600,000 park funded through the 1999 bond program, and was dedicated in May 2007.
The 12 acre park is the second largest park in Valley Ranch and includes a group picnic shelter, two play units, half-
court basketball court, ¼ mile walking trail, large open sand lot play field. The park is irrigated and landscaped.
The park is designed in a western ranch theme and includes a large ranch gateway entry and a 22 car parking lot.
The park also includes public art, which is a 9’ tall by 10’ wide plate steel silhouette of a cowboy walking his horse.

Tim Markwood Park is a 8.9 acre neighborhood park designated to accommodate the residents within a ½ mile
walking distance. The park is long and linear with more dense vegetation near the center of the park. The $800,000
project includes neighborhood park amenities such as small playground with shade structure, swings, small picnic
shelter, concrete walking trail, drinking fountain, shade and ornamental trees, turf landscaping with irrigation,
benches and security lighting. The park has two nodes of development, one on the east end adjacent to MacArthur
and one near the middle in a small meadow. The park will is linked from Rogers Road to MacArthur with a linear
concrete walking trail. The main development is located on the MacArthur end of the site and this development
includes the playground, picnic shelter and park signage linked with a small walking loop.

The Dog Park is a $275,000 park based on a design which includes off-leash enclosed play areas, including separate
areas for large and small dogs. Both enclosed play areas have been divided into two sections to provide an
opportunity to promote uniform turf. Dividing the play area into two areas will allow a rotation to keep the grass
from being worn down. Each play area includes additional shade structures, shade trees and a range of amenities
such as a dual-function drinking fountain for owners and dogs, seating areas, fire hydrants, trash receptacles and
large Millsap Boulders for the dogs to climb on. The double gated entry areas are aligned to allow for access to
both of the divided areas through one gate. Each play area also includes a walkway to the shade structure to allow
for disabled accessibility. The facility will be irrigated and bermuda sod will provide a resilient ground cover.

Veterans Memorial Park is a $3,000,000 project and a tribute to all the Irving residents who have served our
country in the armed forces. The entire project is designed to respectfully commemorate the ultimate sacrifices
made by Irving residents. The main focus of the project is a Memorial Wall which includes the names of Irving
residents whom have given their lives in the line of duty. There is a paved plaza located in front of the memorial
wall which includes a granite map of the world. The plaza will also be the location of history walls which document
the major conflicts since Irving was founded in 1903. The walls have granite story boards which tell stories of the
contributions of Irving residents in that particular conflict. In front of each wall is a bronze statue (5 total) depicting
a soldier from each of the five branches of the service. The plaza fronts on a large water basin which feeds a
fountain and a series of waterfalls down to the main plaza. The project includes a series of battalion walls which
will include the donor granite pieces.

ADA Playground is a $1,800,000 project that provides a fully accessible playground by incorporating access ramps
and using wider connector ramps between the various playground amenities. The theme of the playground will be
tree houses and there will be four separate tree houses designs. These are being designed to look like a traditional
tree house built on a large tree trunk. The playground includes over 50 play events and will accommodate
approximately 200 children. The playground includes many different play events such as slides, net climbers, game
and play panels. There are also 6 swings as part of the playground including four specialized handicapped swings
and two tot swings.

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The project also includes the development of a “Miracle League Field”, which is a fully accessible baseball field to
allow special needs children to participate in baseball. This field is a scaled down version of a regular baseball field
including backstop, dugouts and outfield fences. The field is short with the outfield fences being approximately 110
feet from home plate. The entire field is a poured in place rubber surfacing to protect the players if they should fall.

West Irving Aquatic Center is the latest family oriented water park to open in Irving. The $4.2 million aquatic
facility is located west of Belt Line Road at 3701 Conflans Road. This is Irving's second family water park. The
facility includes a zero entry splash pool with a water playground and a current channel, two water slides, a 7 lane
25 yard lap pool with handicapped ramps and a climbing wall. There is a water fall out of the lap pool onto a wet
deck that connects to the splash pool. There is a separate toddler pool with a small water playground. The toddler
pool is completely covered by a shade structure to keep the young kids cool. The pool has numerous shade
structures with shaded seating areas for the patrons. The bath house includes locker rooms, concession stand, first
aid room, guard room and staff offices. The pool opened in the middle of June and during the 11 week swim
season, the aquatic center hosted more than 95,000 visitors.

Design work is completed on the Northwest and Southwest Park Sprayground Projects. These two projects
represent a new aquatic amenity to the City of Irving Park System. These zero-depth splash pad developments will
be available for youth and adults whom enjoy playing in water jets and spray nozzles. The two sprayground
developments will include ground mounted spray jets, pole mounted spray nozzles and tall dump and spray poles.
These two facilities will be open for a longer season, beginning as soon as it warms up in March and operating until
it becomes too cold in October or November. These aquatic facilities will recapture the water, filter and treat the
water making these low water usage and low impact operations. Both sprayground projects will be ready for use in
the summer of 2011.

After School Program – The Irving Parks and Recreation Department provides an after school recreation program
from 3 to 6 p.m. at Cimarron Park Recreation Center, Lee Park Recreation Center, Mustang Park Recreation
Center, Northwest Park Recreation Center, Senter Park Recreation Center and Georgia Farrow Recreation Center at
West Park.

The citizens of Irving heavily use recreation facilities. The City is fortunate to have six full time recreation centers,
two part-time recreation centers, three outdoor swimming pools, one family aquatic center, two year-round pools -
one Natatorium (jointly used with North Lake College), and one located adjacent to the senior activity center, one
senior activity center, one youth center, seven racquetball courts, 38 lighted tennis courts, 24 softball and baseball
fields, 28 soccer fields and three football fields to meet the broad spectrum of activity demands. In 2008, over
160,000 participated in recreational activities/programs, and over 99,600 participated in aquatic activities.

These facilities provide the infrastructure for year-round programming, including, volleyball, basketball,
gymnastics, track and field, synchronized swimming, scuba diving, spring board diving, canoeing and many other
fine athletic events. A Summer Sensation day camp is also provided each summer.

Therapeutic services are provided for citizens requiring specialized programs at Lively Pointe Youth Center.
Special events play a major role in family oriented activities for Irving Citizens. The largest event is the annual July
4th Celebration, which is an old fashioned traditional parade allowing citizens and groups the opportunity to enter
their own float. Thousands of citizens come out and enjoy the parade, food and activities at Heritage Park.

The spring and summer seasons are highlighted by the Annual Kid's Fair held at the Georgia Farrow Recreation
Center; the Cinco de Mayo held in May at Senter Park Recreation Center; the One Act Play Competition held at
Carpenter Performance Hall in July, which in 2008 celebrated its forty-fourth year. The Irving Summer Games
concludes the Summer Special Events by providing athletic competition for youth and teens ages 11-18 years old. In
2008, 355 young people participated in the weeklong competition held the first week of August. The winter season
features the annual Irving Special Christmas Program that kicks off the holiday season for the City of Irving.
Special guests include the Mayor, City Council, and the arrival of Santa Claus. A number of fun activities for the
entire family are also available. The youth services area provides special events geared towards youth and teens.
Four programs, the Underwater Easter Egg Hunt, Friday Nite Live, Bioblitz and Corporate Spelling Bee have
received statewide recognition.

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A Tribute to Martin Luther King, another winter favorite, is held annually at the Irving Arts Center. The event
includes performances by various musical or theatrical talents in recognizing the contributions of Martin Luther
King to our country. This event received state and national recognition. Fall Festivals are also offered in October
by the recreation centers, providing a safe and wholesome Halloween experience for the entire family.

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APPENDIX B

EXCERPTS FROM THE

CITY OF IRVING, TEXAS

ANNUAL FINANCIAL REPORT

For the Year Ended September 30, 2009

The information contained in this Appendix consists of excerpts from the City of
Irving, Texas Comprehensive Annual Financial Report for the Year Ended
September 30, 2009, and is not intended to be a complete statement of the City's
financial condition. Reference is made to the complete Report for further
information.
APPENDIX C

FORM OF BOND COUNSEL'S OPINION


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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3759


Recommending Department: City Secretary’s Office LSR No:

Ordinance -- Repealing Chapter 16D of the Code of Civil and Criminal


Ordinances of the City of Irving, Texas, Dissolving the Preservation and
Redevelopment Board
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: The Preservation & Redevelopment Board was established by the City
Council in 1990 to advise the City Council and staff in all matters pertaining to
preservation and redevelopment, including the Irving Downtown Development
Program.
3. Upon reviewing the functions of several boards that focus on downtown
redevelopment, a discussion was held regarding the possible duplication of efforts
among several Council-appointed boards.
4. Council discussed the dissolution of the Preservation & Redevelopment Board at
the December 8, 2010 Work Session and asked staff to bring the ordinance
forward.
Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: No • Review Completed By: Kuruvilla Oommen
• Previous Action: Dec. 8, 2010 • Council Action: Council discussed
dissolution
• .
• Upon the creation of the TIF No. 2 district, Council suggested including current
Preservation & Redevelopment Board members in the appointment process of the TIF No.
2 Board.

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 12/27/2010 11:21 AM by Jennifer Phillips
Last Updated: 1/28/2011 10:10 AM by Jennifer Phillips

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ORDINANCE NO. (ID # 3759)

AN ORDINANCE AMENDING THE CODE OF CIVIL AND CRIMINAL ORDINANCES OF THE


CITY OF IRVING, TEXAS, BY REPEALING CHAPTER 16D ENTITLED "IRVING
PRESERVATION AND REDEVELOPMENT BOARD"; AND PROVIDING A SEVERABILITY.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:

SECTION 1. That The Code of Civil and Criminal Ordinances of the City of Irving, Texas, is
hereby amended by repealing Chapter 16D entitled "Irving Preservation and Redevelopment Board" in
its entirety.

SECTION 2. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the validity of any section, subsection, sentence, clause, or phrase of this ordinance should be
declared to be invalid, the same shall not affect the validity of any other section, subsection, sentence,
clause, or phrase of this ordinance.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3583


Recommending Department: Intergovernmental Services LSR No:

Ordinance -- Second Reading – Renewal of a Non-Exclusive License to


Sprint Communications Company L.P., for a Fiber Optic Transmission
System in the City of Irving
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: This agreement allows Sprint to use city rights-of way for the continuation
of service via their fiber optic transmission system and for the city to receive
compensation for this usage of rights-of-way.
3. The agreement renews a previous 10-year agreement with Sprint for access to city
rights-of-way.
4. Sprint has approximately 2000 feet of line in Irving.
5. The fiber optic network supports Sprint’s wireless network and future technology
initiatives.
6. The City has enhanced the agreement to account and protect against changes in
law and technology.
Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: No. • Review Completed By: Carrie Morris
• Previous Action: • Council Action: Approved.
• .

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 9/10/2010 03:07 PM by Kathryn Guerra
Last Updated: 1/24/2011 12:30 PM by Kathryn Guerra

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ORDINANCE NO. ORD-2011-9232

AN ORDINANCE AUTHORIZING AN AGREEMENT WITH SPRINT COMMUNICATIONS


COMPANY L.P., FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING AND OPERATING
A FIBER OPTIC TRANSMISSION SYSTEM IN, UNDER, OVER AND ACROSS THE STREETS
AND PUBLIC WAYS IN THE CITY OF IRVING; REGULATING THE CONSTRUCTION WORK
IN THE CITY IN THIS REGARD, PRESCRIBING THE RELATIONSHIP AND RELATIVE
RIGHTS BETWEEN SPRINT COMMUNICATIONS COMPANY L.P., AND OTHERS WITH
RESPECT TO CONSTRUCTION IN THE CITY AND LOCATION OF FACILITIES; REQUIRING
CERTAIN RECORDS AND REPORTS; PROVIDING FOR INSPECTIONS; PROVIDING THE
RIGHTS AND RESPONSIBILITIES OF THE CITY COUNCIL; PROVIDING FOR
ENFORCEMENT OF THE AGREEMENT; PRESCRIBING THE COMPENSATION TO THE CITY
FROM SPRINT COMMUNICATIONS COMPANY L.P., UNDER THE AGREEMENT;
PROVIDING INDEMNITY OF THE CITY AND ITS EMPLOYEES; SETTING FORTH THE TERM
OF THE AGREEMENT AND PRESCRIBING MISCELLANEOUS REQUIREMENTS FOR
ADMINISTRATION OF THE AGREEMENT; PROVIDING FOR TERMINATION OF THE
AGREEMENT, PROVIDING FOR A PENALTY; REQUIRING CONFORMITY WITH
CONSTITUTION, STATUTES, CHARTER AND CITY CODE; LENGTH OF AGREEMENT
TERMS; PROVIDING AN EFFECTIVE DATE; PROVIDING VENUE AND PROVIDING FOR A
SEVERABILITY CLAUSE.

WHEREAS, Sprint Communications Company L.P., hereinafter "Licensee," desires the use of
certain public rights-of-way within the City of Irving for the purposes set forth below pursuant to the
provisions of the laws of the State of Texas; and

WHEREAS, it is the position of the City of Irving that Licensee must obtain a license in order
to use the public rights-of-way; and

WHEREAS, the City Council has determined that it is appropriate to enter into the following
agreement with Licensee;

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION 1. PURPOSE; RIGHTS GRANTED TO LICENSEE; RIGHTS SPECIFICALLY


PRESERVED; AND TERM

(a) Purpose and Rights Granted: The City and Licensee enter into this nonexclusive license
agreement allowing Licensee to use City of Irving right-of-way for a fiber optic transmission system in
across, over or under the streets, highways, alleys and public ways of the City (hereinafter the “Right-
of-Way”), including all necessary of desirable under underground conduits, manholes and other
structures and appurtenances (hereinafter the “Facility” or “Facilities”) in connection with such
transmission system (hereinafter the “System”) for the purpose of providing any telecommunications
services authorized by law, regulation, or certification, subject to this Agreement and in conformance
with the City’s Right-of-Way Ordinance. Notwithstanding the foregoing nothing herein shall preclude
Licensee from entering into a contract for the use of any portion of its System with any person or other
entity for any services, whether specified herein or not, provided that said person or other entity is
another franchisee, licensee or permittee of the City.
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(b) Rights Specifically Preserved: Nothing in this License shall reduce or excuse the payment
of any and all access line fees Licensee is required to pay pursuant to Texas Local Government Code
chapter 283 “Management of Public Rights-of-Way Used by Telecommunications Provider in
Municipality” or any successor section or sections. Nothing in this License shall be construed to allow
Licensee to install of operate a cable television system or provide cable service unless Licensee follows
all requirements of chapter 66 of the Texas Utilities Code “State Issued Cable and Video Franchise” or
its successor section or sections.

(c) Term: This agreement is for ten years, Commencing on the date of acceptance by Licensee
of this license ordinance and terminating on October 1, 2020.

SECTION 2. AGREEMENT AREA

That this license agreement shall extend to all Rights-of-Way located in the City of Irving.

• SECTION 3. CONSTRUCTION WORK-REGULATION BY CITY, UNDER-


GROUND CONDUIT USE BY CITY, JOINT USE OF TRENCH SPACE

(a) The work done by Licensee in connection with the construction, reconstruction, maintenance
or repair of said System shall be subject to and governed by all pertinent laws, rules, regulations of the
City and the State of Texas that are applicable to insuring the work done does not unduly inconvenience
the public in the use of the surface of the Right-of-Way.

(b) All excavations and other construction in the Right-of-Way shall be so carried on as to
interfere as little as practicable with the use of the Right-of-Way and with the use of private property, in
accordance with any lawful and reasonable direction given by or under the authority of the governing
body of the City under the policy and regulatory powers of the City necessary to provide for public
safety or convenience.

SECTION 4. CONSTRUCTION AND MAINTENANCE, EXCAVATION

(a) The City shall have the power at any time to order and require Licensee to remove and abate
any pole, wire, cable or other Facility that is dangerous to life or property, or which interferes with the
primary use of the right-of-way for transportation, water or sewer uses, and in case Licensee, after
written notice, fails or refuses to comply, the City shall have the power to remove the same at the
expense of Licensee. In the case of any such removal by the City, there shall be no compensation paid
to Licensee, but Licensee shall reimburse City all expenses. City shall have no liability for any
damages to Licensee. Licensee shall promptly restore all Rights-of-Way excavated by Licensee to
substantially the same condition as before such excavation to the reasonable satisfaction of the City.

(b) Prior to construction, Licensee shall submit engineering plans to the City for review and
approval when such plans are for projects which involve significant amounts of both new buried cable
and underground systems in public Rights-of-Way. Approval of such plans shall not be unreasonably
delayed, withheld or conditioned by the City.

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(c) Except in an emergency, Licensee shall not excavate any pavement in any Right-of-Way or
significant amounts of any unpaved public Right-of-Way without first securing permission of the City,
but such permission shall not be unreasonably delayed, withheld or conditioned if the proposed
excavation is in accordance with the terms of this agreement. The City shall be notified as soon as
practicable regarding work performed under emergency conditions.

SECTION 5. WORK BY OTHERS, CONSTRUCTION BY ABUTTING OWNERS,


ALTERATION TO CONFORM WITH PUBLIC IMPROVEMENTS

(a) The City reserves the right to lay, and permit to be laid, sewer, gas, water and other pipe
lines or cables and conduits, as well as drainage pipes and channels and streets and to do and permit to
be done, any underground and overhead installation or improvement that may be deemed necessary or
proper by the governing body of the City of Irving, in, across, along, over or under any Right-of-Way
occupied by Licensee, and to change any curb or sidewalk or the grade of any street and to maintain all
City of Irving facilities provided that such work is for the municipal purposes of the City. In permitting
such work to be done, the City shall not be liable to Licensee for any damage so caused, nor shall the
City be liable to Licensee for any damages arising out of the performance by the City or its contractors
or subcontractors, not willfully and unnecessarily occasioned; provided, however, nothing herein shall
relieve any other person or corporation from liability for damage to Facilities or System of Licensee.
City shall not be liable for any damage to Licensee’s property or for any direct or consequential damage
to Licensee or its customers that may arise if City, its agents, employees or contractors for any reason
causes the flow of data or light impulses through said Facilities to be interrupted or stopped and
Licensee shall hold City harmless and indemnify City for said damages including damages arising from
City’s own negligence. Nothing herein shall relieve any person, other than the City, of liability,
including without limitation the City’s contractors or subcontractors from liability for damage to
Facilities or System of Company.

(b) Whenever by reason of changes in the grade or widening of a street or in the location or
manner of constructing a water pipe, gas pipe, drainage channel, sewer, or other City-owned
underground or aboveground Facilities, it is deemed necessary by the City to move, alter, change,
adapt, or conform the underground or aboveground facilities of Licensee, Licensee shall make the
alterations or changes, on alternative Right-of-Way provided by the City, if necessary, as soon as
practicable when ordered in writing by the City without claim for reimbursement or damages against
the City.

(c) If the City requires Licensee to adapt or conform its Facilities, or in any way or manner to
alter, relocate or change its property to enable any other corporation or person, except the City, to use,
or to use with greater convenience, any right-of-way, street, alley, highway or public place, Licensee
shall not be required to make any such changes until such other corporation or person shall have
undertaken, with solvent bond, to reimburse Licensee for any loss and expense which will be caused
by, or arise out of such removal, change, adaptation, alteration, conformance or relocation of Licensee’s
Facilities; provided, however, that the City shall never be liable for such reimbursement.

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SECTION 6. INDEMNITY AND INSURANCE

A. Indemnity

As a condition hereof, Licensee agrees and is bound to defend, indemnify and hold the City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damage is sought, suffered by any person or persons, that may arise out of or be occasioned by
Licensee’s use, occupancy and maintenance of the Right-of-Way or Licensee’s System within the
Right-of-Way, from any act or omission of any representative, agent, customer and/or employee of
Licensee, or by Licensee’s breach of any of the terms or provisions of this license agreement, or by any
negligent or strictly liable act of omission of Licensee, its officers, agents, employees or subcontractors
in the use, occupancy and maintenance of the Right-of-Way or Licensee’s installations and
improvements within the licensed premises; except that the indemnity provided for in this paragraph
shall not apply to any liability resulting from the negligence or fault of the City, its officers, agents,
representatives, employees or separate contractors, and in the event of joint and concurring negligence
or fault of both the Licensee and the City, responsibility and indemnity, if any, shall be apportioned
comparatively in accordance with the laws of the State of Texas, without, however, waiving any
governmental immunity available to the City under Texas law and without waiving any defenses of the
parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto
and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
This obligation to indemnify and defend shall also include any claim for damage that any utility or
communication company, whether publicly or privately owned, may sustain or receive by reason of
Licensee’s use of the Right-of-Way or Licensee’s Facilities located thereon. Notwithstanding the
foregoing, Licensee shall not be responsible in any way for any claim or damages incurred or alleged to
be incurred by any utility or communications company arising as a result of the City’s grant of this
license to Licensee. In addition to the foregoing, Licensee covenants and agrees never to make a claim
of any kind or character whatsoever against the City for damage of any kind that it may suffer by
reason of the installation, construction, re-construction, operation or maintenance of any public
improvement, utility or communication facility, whether presently in place or which may in the future
be constructed or installed, including but not limited to, any water or wastewater mains or storm sewer
facilities, regardless of whether such damage is due to flooding, infiltration, back flow or seepage
caused from the failure of any installation, natural causes or City negligence. It is the intention of this
indemnity agreement on the part of Licensee, and as a condition of this license, that except as otherwise
provided herein, it shall be full and total indemnity against any kind or character of claim whatsoever
that may be asserted against the City, by reason of or as a consequence of having granted permission to
Licensee to use and maintain the Right-of-Way.

City should give Licensee written notice of the making of any claim or the commencement of
any action, suit or other proceeding for which Licensee could be liable for indemnification under this
license. In all instances in which Licensee is required under this license to indemnify City, such
indemnification obligations shall be expressly conditioned upon Licensee having the right to
investigate, compromise and defend against such claims. City shall cooperate with Licensee in the
defense of any litigation by furnishing such information and Licensee may request assistance in the
disposition of such matter.

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B. Insurance

It is understood and agreed, and a condition hereof, that Licensee shall procure and keep in full
force and effect commercial general liability insurance coverage issued by an insurance company
authorized and approved by the State of Texas, with a financial strength rating at all times during
coverage of no less than an “A-“and in a financial size category of no less than “VII”, in the latest
edition of “Best’s Rating Guide” published by A.M. Best Company. The insured provisions of this
policy must name the City, its officers and employees as additional insured protecting the City against
claims for damages to persons or property as a result of or arising out of the use, operation, and
maintenance by Licensee of the Right-of-Way and Licensee’s Facilities in connection therewith and
located therein. The commercial general liability coverage must provide combined single limits of
liability for bodily injury and property damage of not less than $1,000,000 for each occurrence. The
coverage must be on an "occurrence" basis and must include coverage for premises operations,
independent contractors, products/completed operations, personal injury, contractual liability, and
medical payments. This insurance shall also include coverage for underground, explosion, and collapse
hazards.

1. Each policy must include a cancellation provision in which the insurance company is required
to notify Licensee and the City in writing not fewer than 30 days before canceling or failing to renew
the policy. In addition, Sprint will provide the City with 30 days notice in the event that any changes in
coverage are made.

2. Licensee shall carry said insurance at its expense and shall furnish the City proof of such
insurance. In the event said insurance should terminate during the license term hereof, or Licensee fails
to furnish proof of insurance coverage in accordance with the specifications as required by this section,
City may in its sole discretion terminate this license agreement.

SECTION 7. ADMINISTRATION OF LICENSE

(a) The City Manager or his designee is the principal City officer responsible for the
administration of this agreement and shall review the operations of Licensee in the Right-of-Way under
this agreement.

(b) It shall be the right of the governing body of the City of Irving at all times to keep fully
informed as to all matters in connection with or affecting the construction, reconstruction, maintenance,
operation and repair of Licensee’s Facilities in the Right-of-Way and the recording and reporting by
Licensee of all material changes to such Facilities.

SECTION 8. RECORDS

(a) Licensee shall keep complete and accurate maps and records of its Facilities under this
ordinance. The City may require the keeping of additional records or maps, which are reasonably
necessary for purposes of identifying, accounting for, and reporting changes in the System.

(b) The City may, at reasonable times and for reasonable purposes under this ordinance,
examine, verify or review the documents, maps, plans and other records of Licensee directly related to
this agreement, Licensee shall make the above records available to City for review at the Civic Center
Complex, 825 West Irving Boulevard, Irving, Texas, within a reasonable time after demand by City

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Manager or designee. Subject to the Texas Public Information Act, the City agrees to keep any
information provided to it by Licensee under this agreement as confidential and shall treat such
confidential information as the City treats its own confidential and proprietary information; however,
this shall not include records or maps which are reasonably necessary for purposes of identifying,
accounting for, and reporting changes in the System for the reason many others use the Rights-of-Way.

(c) The City shall have the power to require that the Licensee report to the City such
information relating to the Licensee as the City may consider useful in the identifying, accounting for,
and reporting of System changes for the purposes of this ordinance. The City shall have the right to
establish forms for all reports, determine the time for reports and the frequency with which any reports
are to be made, and require that any reports be made under oath.

(d) The City may, at any time, make inquiries pertaining to this license relating to the
Licensee’s operation of the System within the City of Irving. The Licensee shall respond to such
inquiries on a timely basis.

(e) At the time of completion and any time Facilities have been changed, or upon request of the
City, Licensee shall file with the Director of Public Works, or City Manager or designee, a corrected
list of Facilities located in the public right-of-way, and an up-to-date map of the System, showing all
Facilities newly installed, expended and removed during previous year, as well as those which are
currently in use.

(f) Copies of all petitions, applications, communications and reports submitted by the Licensee
to the Federal Communications Commission or any other regulatory agency, in respect to any matters
directly affecting the System located in whole or in part within the City pursuant to this license, shall be
provided to the City upon request.

SECTION 9. VIOLATIONS

Upon evidence being received by the City Manager that violations of this license agreement are
occurring, or has occurred, he shall at once cause an investigation to be made. If the City Manager
finds that such a violation exists or has occurred, he shall take appropriate steps to secure compliance
with the terms of this license agreement. Such steps shall include the provision of a written notice to
Licensee detailing the alleged violation and permitting Licensee a reasonable opportunity (no less than
thirty days) to cure the violation.

SECTION 10. PAYMENT OF STREET RENTAL FEE

(a) For street rental, Licensee shall pay to City an annual fee equal to One Dollar ($1.00) per
linear foot.

(b) The street rental payment shall be exclusive of and in addition to all general municipal taxes
of whatever nature, including but not limited to ad valorem taxes and special taxes and assessments for
public improvements except as hereinafter provided.

(c) The foregoing street rental fee shall be delivered to the City Manager or designee, along with
a fee statement showing in a form reasonable prescribed or approved by the City, the calculations of the
amount of such annual payment. This statement shall be verified by an employee of Licensee who is
responsible for the accuracy of this statement. A copy of this statement shall also be delivered to the
City Manager or designee.
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SECTION 11. ASSIGNMENT OF AGREEMENT

The rights granted by this ordinance inure to the benefit of Licensee. Licensee shall notify the
City of Irving of any proposed transfer or assignment of these rights. The City of Irving shall have 180
days to act upon or deny said assignment or transfer. If the City of Irving fails to render a final decision
in 180 days, said assignment or transfer shall be deemed approved. Any successor shall be required to
fulfill all the obligations of this licensee.

(a) For purposes of this ordinance, an assignment or transfer means any transaction in which (i)
any ownership or other right, title, or interest of more than two (2) percent in a licensee, a parent, of the
system is transferred, sold, assigned, leased, sublet, or mortgaged, directly or indirectly, in whole or in
part; or (ii) there is any change, acquisition, or transfer of control of the licensee or a parent; or (iii) the
license, or the rights and/or obligations held by the licensee or a parent under the license, are
transferred, directly or indirectly, to another party; or (iv) any change or substitution occurs in the
managing general partners, if any, of the licensee or parent.

SECTION 12. ACCEPTANCE OF AGREEMENT

(a) Licensee shall, within thirty (30) days of the third and final reading of this ordinance, file in
the Office of City Secretary, a written instrument signed and acknowledged by a duly authorized officer
in substantially the following form:

To The City Council of the City of Irving

Licensee, acting by its undersigned official hereunto duly authorized, hereby accepts
Ordinance No. _______ authorizing an agreement with Licensee.

By:___________________________

Attest:

________________________
Secretary

Executed this, the _____ day of ____________, 2010.

(b) Upon filing of the acceptance, this agreement shall become effective. In the event such
acceptance is not filed within thirty (30) days after the third and final reading of this ordinance, this
ordinance shall terminate and become null and void.

(c) As a further condition precedent to this agreement becoming effective, Licensee shall send
to the City Manager or designee of the City of Irving, Texas, the name and address of the person
Licensee designates to receive official notices from the City of Irving.

(d) If Licensee fails to return a signed Acceptance of Agreement, as set out above, Licensee
shall remove its facilities within sixty (60) days after the time period for returning the Acceptance has
ended.

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SECTION 13. TERMINATION OF AGREEMENT AND REMOVAL OF FACILITIES

(a) If Licensee fails to make payment as provided by this ordinance, the City shall send two
written notices to Licensee. Thirty (30) days after the second written notice of breach or default from
the City, the City may order that this ordinance shall become null and void and send a written notice of
termination from the City of Irving and City may order the removal of any of Licensee’s Facilities
which are above the surface of the rights-of-way and if Licensee should refuse, City may remove such
Facilities at Licensee’s expense.

(b) It is further agreed that upon Licensee’s failure to cure a default as set forth in subparagraph
(a) above, the City shall reserve and have the absolute right to terminate this license agreement. The
City shall upon such determination become immediately entitled to possession of the Right-of-Way
without giving any notice and without the necessity of legal proceedings to obtain possession thereof,
that any rentals paid in advance shall be returned to Licensee in proportion to the unexpired rental
period; and in any event upon termination or cancellation by City or Licensee, Licensee shall, unless
otherwise agreed to by the City, remove any Facilities from the Right-of-Way at Licensee’s expense.
All work shall be done to the satisfaction of City.

SECTION 14. CONFORMITY TO CONSTITUTION, STATUTES, CHARTER AND CITY


CODE

This ordinance is passed subject to the provisions of the Constitution and the laws of the United
States of America, the State of Texas and the charter provisions of the City of Irving and applicable
sections of the Irving City Code.

SECTION 15. USE OF PREMISES

Licensee is prohibited from using the Rights-of-Way in any manner which violates any
applicable Federal, State or local laws, regulations, rules and orders, regardless of when they become or
became effective, including without limitation, those relating to health, safety, noise, environmental
protection, waste disposal and water and air quality, and shall provide satisfactory evidence of
compliance upon the request of the City. Should any discharge, leakage, spillage, emission or pollution
of any type occur upon or from the Rights-of-Way due to Licensee’s use and occupancy thereof, and
not due to any pre-existing condition, Licensee, at its expense, shall be obligated to clean up the
affected Rights-of-Way to the satisfaction of the City and any other governmental body having
jurisdiction there over. The City may, at its option, clean the affected Rights-of-Way. If the City elects
to do so, Licensee shall promptly pay to the City the reasonable cost of such cleanup upon receipt of
bills therefor. Licensee agrees that the indemnity provisions contained in Section 6.A. herein shall be
fully applicable to the requirements of this paragraph, in the event of Licensee’s breach of this
paragraph or as a result of any such discharge, leakage, spillage, emission or pollution arising out of the
Licensee’s use of the licensed premises. Licensee must also obtain any and all necessary governmental
licenses and permits necessary in order to use the Rights-of-Way and Facilities for Licensee’s intended
purpose.

SECTION 16. EFFECTIVE DATE

This ordinance shall take effect immediately from and after its third and final reading,
acceptance and filing in accordance with the provisions of Section 12 of this ordinance.

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SECTION 17. EXTENT OF AGREEMENT

This license agreement embodies the complete agreement of the parties, superseding all oral or
written previous and contemporary agreements between the parties and relating to matters in this
license agreement, and except as otherwise provided in this license agreement cannot be modified
without written agreement of City and Licensee to be attached to and made a part of this license
agreement.

SECTION 18. SEVERABILITY

That the terms and provisions of this ordinance shall be deemed to be severable and that if the
validity of any section, subsection, sentence, clause or phrase of this ordinance should be declared by a
court of competent jurisdiction to be invalid, the same shall not affect the validity of any other section,
subsection, sentence, clause or phrase of this ordinance. If any material term or provision of this
ordinance is so declared invalid, the parties shall promptly begin negotiations for a replacement.

SECTION 19. VENUE

This agreement is performable in the State of Texas and exclusive legal venue for any litigation
arising under this license shall lie in Dallas County, Texas, and shall be governed by the laws of the
State of Texas.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on first
reading on January 13, 2011.

________________________________
HERBERT A. GEARS
MAYOR

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on
second reading on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

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PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on
third and final reading on February 17, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

______________________________
Charles R. Anderson
City Attorney

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AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3787


Recommending Department: Real Estate & Development LSR No: 11886

Ordinance -- Authorizing the Abandonment of a Portion of Public Right-of-


Way Along South Hastings Street and a Portion of a Sight Easement Along
West Second Street, South Hastings Street and West Irving Boulevard
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This abandonment will allow for redevelopment of the vacant Arby’s
property within Heritage Crossing with a new Burger King. The new Burger King
will be built forward on the site in accordance with the Heritage Crossing Design
Guidelines.
3. The abandonment of the right-of-way will accommodate a drive thru lane along
Hastings Street. The abandonment of the sight easement will allow the placement
of the building closer to the property line to allow room for parking as well as
accommodating an outdoor seating area.
4. The requirements of the City of Irving have been satisfied and there are no
objections to the request.
5. The proposed Burger King was discussed at the Heritage Crossing
Communications Committee’s January 10th meeting.
6. A sidewalk easement and an underground utility easement will be retained in place
of the abandoned Hastings Street right-of-way.
Recommendation
The ordinance be adopted.

ADDITIONAL COMMENTS:
• Contract Required: N/A • Review Completed By: Carrie Morris
• Previous Action: N/A • Council Action: N/A

ATTACHMENTS:
• ORD - Aband ROW South Hastings Street Exhibit A (PDF)
• ORD - Aband Sight Ease Arby's Addition Exhibit B (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/18/2011 03:32 PM by Cynthia Castro
Last Updated: 1/19/2011 08:38 AM by Cynthia Castro

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26

ORDINANCE NO. (ID # 3787)

AN ORDINANCE ABANDONING AND VACATING A PORTION OF SOUTH HASTINGS


STREET, A PUBLIC RIGHT-OF-WAY, AND A PORTION OF A SIGHT EASEMENT ALONG
WEST SECOND STREET, SOUTH HASTINGS STREET AND WEST IRVING BOULEVARD IN
THE CITY OF IRVING AND RETAINING AN UNDERGROUND PUBLIC UTILITY EASEMENT
AND A SIDEWALK EASEMENT; AND PROVIDING FOR A SEVERABILITY CLAUSE.

WHEREAS, the owners of property abutting a portion of South Hastings Street in the City of
Irving, Dallas County, Texas, have requested that a portion of the right-of-way be abandoned and
vacated; and

WHEREAS, the owners of property abutting a portion of a sight easement in the City of Irving,
Dallas County, Texas, have requested that said portion of said easement as hereinafter described be
abandoned, and vacated; and

WHEREAS, the portion of the right-of-way is not now needed for street purposes and will not
be needed in the future for street purposes;

WHEREAS, said portion of said easement is not now and will not be needed for sight purposes
in the future;

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION 1. A portion of South Hastings Street, a public right-of-way in the City of Irving,
Texas, more particularly described as follows, to-wit:

All that certain portion of South Hastings Street, a public right-of-way lying and being
situated in the City of Irving, Dallas County, Texas, described in Exhibit "A" attached
hereto and made a part hereof for all purposes;

be, and the same is hereby abandoned and vacated for street or public right-of-way use, save and except
this action shall not affect the public right, title, and interest in and to an underground public utility
easement, but specifically allowing above ground appurtenances including transformers, switch gears,
pedestals and similar equipment related to the underground utility on the property described in Exhibit
“A”, and a sidewalk easement.

SECTION 2. A portion of a sight easement along West Second Street, South Hastings Street
and West Irving Boulevard in the City of Irving, Texas, more particularly described as follows, to-wit:

All that certain portion of a sight easement lying and being situated in the City of Irving,
Dallas County, Texas, described in Exhibit "B" attached hereto and made a part hereof
for all purposes to which reference is here made for a more particular description of said
property;

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SECTION 3. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the validity of any section, subsection, sentence, clause or phrase of this ordinance should be
declared to be invalid, the same shall not affect the validity of any other section, subsection, sentence,
clause or phrase of this ordinance.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on
February 3, 2011.

__________________________
HERBERT A. GEARS
MAYOR

ATTEST:
_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:
_______________________________
Charles R. Anderson
City Attorney

-2-
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26.a

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Attachment: ORD - Aband ROW South Hastings Street Exhibit A (3787 : 29 Aband - ROW & Sight Ease
26.a

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Attachment: ORD - Aband ROW South Hastings Street Exhibit A (3787 : 29 Aband - ROW & Sight Ease
26.a

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Attachment: ORD - Aband ROW South Hastings Street Exhibit A (3787 : 29 Aband - ROW & Sight Ease
26.b

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Attachment: ORD - Aband Sight Ease Arby's Addition Exhibit B (3787 : 29 Aband - ROW & Sight Ease
26.b

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Attachment: ORD - Aband Sight Ease Arby's Addition Exhibit B (3787 : 29 Aband - ROW & Sight Ease
26.b

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Attachment: ORD - Aband Sight Ease Arby's Addition Exhibit B (3787 : 29 Aband - ROW & Sight Ease
26.b

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Attachment: ORD - Aband Sight Ease Arby's Addition Exhibit B (3787 : 29 Aband - ROW & Sight Ease
27

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3743


Recommending Department: Planning & Inspections LSR No: N/A

Resolution -- Approving Final Plat - Navarro Addition Revised -


Approximately 0.59 Acres Located at 4509 and 4513 Windsor Ridge Drive -
Dennis Doiron, Surveyor - Marco Navarro, Owner
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: December
20, 2010 – Technical Denial, 9-0.
3. The property is platted as Lot 9R of Navarro Addition. The applicant is subdividing
the property into two lots for single family development.
4. The following variance to the Subdivision Ordinance requires this plat to be
forwarded to the City Council for approval:
Subdivision Ordinance Sec. 35-16 (a) requires all lots to front upon a dedicated
public street. Windsor Ridge Drive is a private street.

5. The plat complies with all other requirements of the Subdivision Ordinance.

6. Notices were sent to two (2) property owners with no responses received in favor or
in opposition.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A

ATTACHMENTS:
A: City Council Memo (PDF)
B: December 20, 2011 Planning and Zoning Minutes (PDF)
C: Plat Map (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 12/20/2010 12:36 PM by Sharon Brown
Last Updated: 1/27/2011 11:14 AM by Steven Reed

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27

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3743)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the Final Plat – Navarro Addition Revised – be and is hereby approved
with the following stipulation:

(1) That said Final Plat shall be filed of record with the Dallas County
Clerk and Recorder and evidence of said recorded plat shall be
furnished to the Director of Planning and Inspections, City of Irving.

SECTION II. THAT this resolution shall serve as a certificate under Section 212.0115,
Texas Local Government Code, that this plat has been reviewed and
approved by the City Council, the authority for approving this plat.

SECTION III. THAT this resolution shall take effect from and after its final date of passage,
and it is accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 225


27.a

City of Irving, Texas

City Council Agenda Item Summary

Navarro Addition Revised


Final Plat
Agenda Date: February 3, 2011

Case Manager: Stacy Day

Owner:
Marco Navarro

Surveyor:
Dennis Doiron
Location:
4509 and 4513 Windsor Ridge Drive

Attachment: A: City Council Memo (3743 : 11 - PL10-0031)


Size:
0.59 acres
Existing Zoning:
PUD (Planned Unit Development) for R-6 (Single Family) Uses
Case Number:
PL10-0031

Notices mailed: 2

Responses in favor : 0 Responses opposed: 0

Case Summary
The property is platted as Lot 9R of Navarro Addition. The applicant is subdividing the
property into two lots for single family development.

Staff Analysis

• The following variance to the Subdivision Ordinance requires this plat to be


forwarded to the City Council:

Subdivision Ordinance Sec. 35-16 (a) requires all subdivisions to abut upon a
dedicated public street. Windsor Ridge Drive is a private street.

• The plat complies with all other requirements of the City of Irving Subdivision
Ordinance.

Recommendation

Approval

Department of Planning and Inspections Page 1 of 1


Packet Pg. 226
27.b

The Recording Secretary administered the oath or affirmation to those persons wishing to speak. Each
individual responded affirmatively.

Chairman Zapanta opened the Public Hearing at 7:00 p.m. He then presented the new Commission
Board thanking former Chairman David Palmer. Newly elected members: SecretaryTom Tannehill, Vice­
Chairman: Michael Randall and Chairman: AI Zapanta. Chairman Zapanta then asked Secretary
Tannehill to read the agenda into the record.

ApPROVAL OF THE PLANNING AND ZONING COMMISSION PUBLIC HEARING MINUTES OF DECEMBER 6,2010

PL 10-0031 - NAVARRO ADDITION, REVISED, FINAL PLAT- TWO (2) LOTS FOR SINGLE FAMILY USES LOCATED AT
4509 AND 4513 WINDSOR RIDGE DRIVE - (TECHNICAL DENIAL)

Attachment: B: December 20, 2011 Planning and Zoning Minutes (3743 : 11 - PL10-0031)
Secretary Tannehill read the consent agenda into the record.

Chairman Zapanta called for individuals wishing to have any item on the consent agenda removed to be
considered as an individual item.

There was no one wishing to have any item on the consent agenda removed to be considered as an
individual item.

Secretary Tannehill moved to approve the consent agenda as presented . Commissioner Gregory and
Vice-Chairman Randall seconded the motion.

Chairman Zapanta recognized the motion on the floor. There was no discussion of the motion. The
motion carried unanimously.

Ayes: AI Zapanta, Michael Randall, Tom Tannehill, Chris Allen , John Fischer, Douglas Gregory,
Robert LaRose, Dennis Webb, David Palmer

Discussion time: 3 minutes

Planning and Zoning Commission Minutes December 20,2010 Page 2


Packet Pg. 227
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Packet Pg. 228


28

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3778


Recommending Department: Planning & Inspections LSR No: N/A

Resolution -- Approving Street Name Change #ZC10-0039 - Renaming the


Portion of the Street Called Brangus Drive Extending South from Hidden
Ridge and Ending at the Entrance to the Mandalay Place Subdivision to
Ladera Drive - Mandalay Place Homeowners Association, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development
2. Impact: This request will change the name of a portion of Brangus Drive to Ladera
Drive. The impacted street segment extends south from Hidden Ridge to the
entrance of the Mandalay Place subdivision and comprises the 1400 block of
Brangus Drive.
3. This is a companion item to ZC10-0057, the request to change the name of the
existing Ladera Drive (a private drive) to Cabernet Place (a private drive)
4. This street name change is being requested in response to the permanent
separation of Brangus Drive that has taken place as part of the construction of the
DART LRT Orange Line.
5. The applicant states that renaming this segment of Brangus Drive will alleviate
confusion between this street segment and the remaining portion of the street and
will reduce the number of drivers who accidentally enter the Mandalay Place
subdivision while trying to drive through to Walnut Hill.
6. The applicant states that the Mandalay Place subdivision is referred to as Ladera
Place in many property records.
7. There are no properties addressed from this segment of Brangus Drive.
8. Public notice was sent to the owners of the four (4) properties adjacent to this street
segment. No letters have been received either in support or opposition.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A

ATTACHMENTS:
A: Application (PDF)
B: Vicinity Map (PDF)
C: Surrounding Zoning Map (PDF)

Packet Pg. 229


28

D: Property Owner Notification Map and List (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/17/2011 10:31 AM by Sharon Brown
Last Updated: 1/27/2011 11:18 AM by Steven Reed

Packet Pg. 230


28

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3778)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the portion of the street called Brangus Drive extending south from
Hidden Ridge and ending at the entrance to the Mandalay Place subdivision
shall be renamed Ladera Drive.

SECTION II. THAT this resolution shall take effect from and after its final date of passage,
and it is accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 231


~lD-OJ39
28.a

Application for:
RECEIVED ::~::,~;"~~j~~l <:

Street Nam e Change SEP 17 2010 Receipt No. ---7--------------- ;


-.k__________________ ~

,,
.
By

Department of .
4
IR\TING
Planning and Inspectlon
a ~ ~

Attachment: A: Application (3778 : ZC10-0039 - Street Name Change)


'8fe e %6lD / R;~ ~­ L r;!.j~
c
. / g~I) "'j\AS fl. J
Proposed Street Name f9 A rn1,1\\04 6ar-f"le-bl-R- -J L ~ J~ t v- l,L...::-
) /' _

Boundaries of Street to be Changed

From: -\::b d &:1\ U eye., Prod. beAn ~~Ll()""""",""u,,------- _


To, :&t~~~b£g.Q atee!!-} L) dl9<2£ cl

Planning and Development Department


825 Weell rvlng Blvd . • Irving, TX 75060 • 972.721.2424 • 972.721 .2422 fax • www.cl.lrvlng .lx.us

Packet Pg. 232


Packet Pg. 233

28.b
Attachment: B: Vicinity Map (3778 : ZC10-0039 - Street Name Change)
Packet Pg. 234

28.c
Attachment: C: Surrounding Zoning Map (3778 : ZC10-0039 - Street Name Change)
28.d

Street Under

Attachment: D: Property Owner Notification Map and List (3778 : ZC10-0039 - Street Name Change)
Consideration
For Renaming

HIDDEN RIDGE

Property Owner Notification Map


Zoning Case City of Irving ~N
No. ZC10-0039
Date : Jan, 6, 2011
••••C===JI
100 200
Feet

Packet Pg. 235


28.d

# DCAD_ID Owner Name Address Line 1

Attachment: D: Property Owner Notification Map and List (3778 : ZC10-0039 - Street Name Change)
1 132258590000500000 MANDALAY PLACEAT LAS COLI NAS HOMEOWNERS ASSN
2 1322585900005AOOOO SUITE 400
~ ~22585900005BOOOO ICOLINAS "HOM EOWNERS"ASS-N
1- - - - 4"""-j -322585900005COOOO ICOLINAS HOMEOWNERS ASSN
5 I<Null> I FAYE NaSON
6 1<Null> LAS COLINAS ASSOC <Null>
7 IApplicant MANDALAY PLACE HOA iaLEN GILBERT

Property Owner Notification List


Zoning Case
City of Irving
No. ZC 10-0039
Page 1 of 1 Date: Jan , 11, 2011

Packet Pg. 236


29

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3779


Recommending Department: Planning & Inspections LSR No: N/A

Resolution -- Approving Street Name Change ZC10-0056 - Removing the


Name of the Portion of the Street Called Brangus Drive Extending South
from the Entrance of the Mandalay Place Subdivision and Ending at Walnut
Hill Lane - City of Irving, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This request will remove the portion of Brangus Drive which formerly
extended south from the entrance of the Mandalay Place subdivision and ended at
Walnut Hill Lane. This segment consisted of the 1500 through 2000 blocks of
Brangus Drive.
3. This street segment has already been physically demolished and its right-of-way is
being used for the DART LRT Orange Line. This street segment is unlikely to be
reconstructed.
4. This street name removal is being requested in order to clean up existing street
name records and to accurately reflect the permanent elimination of this street
segment.
5. There are no properties currently addressed from this segment of Brangus Drive.
6. Public notices were sent to the owners of the ten (10) properties adjacent to this
street segment. No letters have been received either in support or opposition.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A

ATTACHMENTS:
A: Application (PDF)
B: Vicinity Map (PDF)
C: Surrounding Zoning Map (PDF)
D: Property Owner Map and List (PDF)

Packet Pg. 237


29

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/17/2011 11:55 AM by Sharon Brown
Last Updated: 1/27/2011 11:21 AM by Steven Reed

Packet Pg. 238


29

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3779)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the portion of the street called Brangus Drive extending south from the
entrance of the Mandalay Place subdivision to and ending at Walnut Hill Lane
shall be removed.

SECTION II. THAT this resolution shall take effect from and after its final date of passage,
and it is accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 239


29.a

Application for: Dete Submitted \ d-)5: \q


REC IVED Fee Pe ld $ ---------122------ ~
Receipt NO' ~ ----",---.......-_ _-r-_
i
Street Name Change By ~~<A.I \J ~
DEC 15 2010
Department of
IRVING Planning and Inspections

The following infor mation to be supplied by the applicant/contact:

Name !/(j V1> . 7tA " ~lM<.. 1 Company C t ty I; {


Address ~ :>. V I / [: r v_
-2,. City [ r-v. - , 7
Telephone J1Z - "71.1 - 'l. V {, 7 "7 Z I Z II 7 l-. E-;:;;ail,_---'~'--,.,!i-'G<,-,-",,-,-I -"'''''''
~l--=---=:'~u....:.'--'-'',;.L--'~'------

Attachment: A: Application (3779 : 11 - ZC10-0056 Street Name Change)


J

Existing Street Name _ _-----''-L---'----'''-~'--=-'--''-----=----''---===------------------------

Proposed Street Name

Boundaries of Street to be Changed

From: I ~O lJ - E (\ r- /II. '1 <. L

To:

Reason for Change :

' t~ /<){}V

&f l/IJC ~, ,..(,,. I' C--"

IJ
/1.£ C e /.1<1 --1 tz-e C ~ rJ II

U r r .... «r r-« I .rc' /" {"

t, L r~~ / I~~ .rAt, " 4 c; ( n ~ ,.,

7 7

Planning and Development Department


825 West Irving Blvd. • Irving, TX 75060 • 972.721.2424 -II 972.721.2422 fax. www.ci.irving.tx.us

Packet Pg. 240


29.b

Attachment: B: Vicinity Map (3779 : 11 - ZC10-0056 Street Name Change)


Vicinity Map
Zoning Case City of Irving ~N
No. ZC10-0056
Date: Jan, 6, 2011
•••••====JI Feet
6,500 13,000

Packet Pg. 241


29.c

Attachment: C: Surrounding Zoning Map (3779 : 11 - ZC10-0056 Street Name Change)


S·P-1 (R-AB)
Sop 4676
1549

I 'M
'G
""
gs
0 '
Cl:
\ 0"
0
Cl: coo
:::>
J:
Cl:
0
1983
tti" - - - - - - - -
Cl:

CF30.\NNp \ 1 I~

NORTH LAKE COLLEGE CIR

Surrounding Zoning Map


Zoning Case City of Irving t\
N
No. ZC10-0056 -=::J Feel
Date: Jan , 6, 2011 o 100 200

Packet Pg. 242


29.d

~
~"t­ 7~ ----
----
---'
L--------­
%
~ Street Under

,~

Attachment: D: Property Owner Map and List (3779 : 11 - ZC10-0056 Street Name Change)
Consideration
.
-~
\~~
/";'",G'S:

,
S"~
~ , For Renaming
j1~----- r=rn "",~, "j
(

Adjacent ~
~
Property

If
2

Notificat ~

~ 3 7,

r- BRAN GUS DR --,

6
~

~~I \

.:
NORTH LAKE COLLEGE CIR

'fit"
\\
Property Owner Notification Map
Zoning Case City of Irving ~N
No. lC10-0056 -==:J Feel
Date: Jan, 6, 2011 a 100 200

Packet Pg. 243


29.d

I # DCAD_ID Owner Name Address Line 1


1 1322585900005DOOOO MANDALAY PLACE AT LAS COLINAS HOMEOWNERS ASSN

Attachment: D: Property Owner Map and List (3779 : 11 - ZC10-0056 Street Name Change)
2 ,322585900005AOOOO LMI ROSEMONT LLC SUITE 400
3 !32348600000011000 IRVING CITY OF
4 132258590000580000 MANDALAY PLACE AT LAS COLINAS HOM EOWNERSASSN
5 I322550000004AOOOO IRVING CITY OF A TTN:DENJSEPffiEZ
6 32348600000010000 DALLAS COUNTY COM M UNITY COLLEGE DISTRICT
7 '32348600000010900 i IRVING CITY OF
8 322585900005FOOOO MANDALAY PLACE AT LAS COLINAS HOM EOWNERSASSN
9 32348600000010800 DALLAS COUNTY COMMUNITY COLLEGE DISTRICT
-
10 322585900005COOOO MANDALAY PLACEAT LAS COLINAS HOM EOWNERSASSN
-- - - -­
11 '<Null> IMANDALAY PLA~E HOA jFA YE tB..SON
12 <Null> LAS COLINAS ASSOC I<Null>
13 <Null> I CITY OF IRVING i CHRIS HOOPER

Property Owner Notification List


Zoning Case
City of Irving
No. lC10-0056
Page 1 of 1 Date: Jan, 6, 2011

Packet Pg. 244


30

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3780


Recommending Department: Planning & Inspections LSR No: N/A

Resolution -- Approving Street Name Change ZC10-0057 - Renaming the


Street Called Ladera Drive (A Private Drive) to Cabernet Place - Mandalay
Place Homeowners Association, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 3: Economic Development.
2. Impact: This request is to change the name of the private street called Ladera Drive
to Cabernet Place.
3. This is a companion item to ZC10-0039, a request to change the name of a portion
of Brangus Drive to Ladera Drive.
4. The street currently called Ladera Drive was originally East Brangus Drive until it
was replatted and renamed in 1994.
5. Since Ladera Drive is a private street, the City did not replace the street signs. The
existing signage on the street, maintained by the Mandalay Place HOA, still
identifies it as East Brangus Drive.
6. Even though Ladera Drive has been the legal name since 1994, the current
members and officers of Mandalay Place HOA were unaware of it. The official
name of Ladera Drive appears in city, 9-1-1 and many private mapping companies’
records.
7. The applicant states that, since Mandalay Place is referred to as Ladera Place in
many property records, the name “Ladera Drive” is better suited to be used for the
main entrance to the community and as a replacement for the portion of Brangus
Drive being renamed in case ZC10-0039.
8. The new name (“Cabernet Place”) is being requested for this internal private street
since it follows the theme of the other private streets within the subdivision, most of
which appear to be named for wine producing regions of Europe.
9. There are no properties addressed from this street.
10. Public notice was sent to the owners of the twenty (20) properties adjacent to this
street. One comment form in support and none in opposition has been received.

Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A

Packet Pg. 245


30

ATTACHMENTS:
A: Application (PDF)
B: Vicinity Map (PDF)
C: Surrounding Map(PDF)
D: Property Owner Map and List (PDF)
E: Comment Form in Support (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/17/2011 02:53 PM by Sharon Brown
Last Updated: 1/27/2011 11:25 AM by Steven Reed

Packet Pg. 246


30

CITY OF IRVING

COUNCIL RESOLUTION NO. (ID # 3780)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the street called Ladera Drive (a private drive) shall be renamed
Cabernet Place (a private drive).

SECTION II. THAT this resolution shall take effect from and after its final date of passage,
and it is accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 247


30.a
~lD-005 7
Application for: Date Submitted Jd -IS-,;)D[O
Fee Paid $ ---------12------- f
Street Name Change RECEIVE Receipt No . 0.< ~
By = ~------ J} tV ( / . 'l

DEC 15 2010
Department ot
IRVING Plannmg and Inspections

::~:JJO~Wing
inf<~orm~ationito
be S~UP~PJ": b~~'PPJ"'"V""'"'" Com pany 111\ •..,1, I"')
Address
Telepho~
~I
~
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Fax
City:::S:= Q,,-J \ rn
E -mail,_~____==--- _

Attachment: A: Application (3780 : 11 - ZC10-0057 Street Name Change)


LQ.~ eA- DR'\" Q~
EXisting Street Name _~~~~~.....x::L-~-L..l.:~L-l~~--------------------
9

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Proposed Street Name --"'-=--"-'iL-Il....J.-.O>.""'-'--'- """'''''''---'''---'-------'''--===-==-------- -- -- - -- -- - ­

Boundaries of Street to be Changed

From: ~T KQd\.:)
To: 15\ C.lO\~,

Planning and Development Department


825 West Irving Blvd. • Irving, TX 75060 • 972.721.2424 • 972.721.2422 fax. www.ci.irving.tx.us

Packet Pg. 248


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Attachment: B: Vicinity Map (3780 : 11 - ZC10-0057 Street Name Change)
Packet Pg. 250

30.c
Attachment: C: Surrounding Map (3780 : 11 - ZC10-0057 Street Name Change)
30.d

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Attachment: D: Property Owner Map and List (3780 : 11 - ZC10-0057 Street Name Change)
Street Under
Consideration
~'_L-
: --~ For Renaming

Adjacent
Property
Notification

Property Owner Notification Map


Zoning Case City of Irving ~N
No. ZC1 0-0057
Date: Jan , 6, 2011 100

Packet Pg. 251


30.d

# DeAD ID Owner Name Address Line 1


1 32258590000500 000 MANDALAY PLACE AT LAS COLINAS HOMEOWNERS ASSN

Attachment: D: Property Owner Map and List (3780 : 11 - ZC10-0057 Street Name Change)
2 32255000000080000 MANDALAY PLACE AT LAS COLINAS SUITE 101
3 322585900005EDOOO MANDALAY PLACE AT LAS COLINAS HOMEOWNERS ASSN
4 322550000000FOOOO MANDALAY PLACE AT LAS COLINAS SUITE 101
5 32255000000510000 VaAOLlVIAE
6 32258590000580000 MANDALAY PLACE AT LAS COLINAS HOMEOWNERS ASSN
7 32255000000000000 MANDALAY PLACE AT LAS COLINAS
8 32255000000080000 OAKWOOD TRUST
9 32255000000440000 SPRUFERA JOHN J ETAL
10 32255000000010000 PRAGA Y TIM EA
11 32255000000090000 SLAZYK WALTffi M
12 32255000000430000 SATCHaL JOHN 0
13 322550000000EDOOO MANDALAY PLACE AT LAS COLINAS SUITE 101
14 322550000000COOOO MANDALAY PLACE AT LAS COLINAS SUITE 101
-
15 32255000000370000 EDGAR JANET VICKIE
16 322585900005FOOOO MANDALAY PLACE AT LAS COLINAS HOMEOWNERSASSN
17 32255000000520000 DEKARAICHA
18 132255000000880000 RBiAGe.I GARY J & MARY ANN
19 322585900005COOOO MANDALAY PLACE AT LAS COLINAS HOMEOWNERS ASSN
20 32255000000380000 JUSKO WILLIAM R & EMIL Y C
21 <Null> MANDALAY PLACEHOA FAYE NaSON
22 <Null> LAS COLINAS ASSOC <Null>

Property Owner Notification List


Zoning Case
City of Irving
No. ZC1 0-0057
Page 1 of 1 Date: Jan , 6, 2011

Packet Pg. 252


30.e

PUBLIC COMMENT FORM


(Please type 0' use black Ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

/ I am FOR the requested Street Name Change as explained on the attached public notice
for ZC10-o057.
I am AGAINST the requested Street Name Change as explained on the attached public

Attachment: E: Comment Form in Support (3780 : 11 - ZC10-0057 Street Name Change)


notice for ZC10-o057.
Date, Location & Time of:

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 pm


Civic Center Complex, 825 W. Irving Blvd. (City Hall)

Phone (Optional):

Address of Any Affected


Property You Own:

Signature:

Date:

Troy

Packet Pg. 253


31

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3784


Recommending Department: Planning & Inspections LSR No: N/A

Ordinance -- Amending the Comphrensive 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
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 3,
2011 – Favorable, 5-2 (Commissioners Fischer, Zapanta, nay; Commissioners
Allen, Palmer, absent), with the stipulation that all required trees on Walnut Hill be
included in Phase 1, and that no Certificate of Occupancy be granted for a Phase 1
mini-storage building until the Phase 1 retail is constructed.

3. The applicant is requesting a Comprehensive Plan Amendment and zoning change


to allow retail and mini-warehouse uses.

4. The Comprehensive Plan’s Future Land Use Map recommends Retail uses for this
property. This request is not in conformance with the Comprehensive Plan. The
applicant has provided a request to revise the land use to allow Commercial uses to
allow mini-warehouse uses. The applicant has not provided justification why mini-
warehouse uses are appropriate for this area; rather, the applicant simply states why
they believe retail has a limited viability at this location.

5. The subject tract is currently undeveloped. It is bounded on three sides by Walnut


Hill Lane, Northstar Drive, and State Highway 161. The property is adjacent to an
existing office development to the south. The property is within the Airport/State
Highway 161 Overlay District. The applicant is proposing a Generalized Site Plan for
C-N Neighborhood Commercial uses with the additional use of mini-warehouse with
a caretaker’s quarters. The applicant was asked to provide a concept plan with
landscaping and elevations.

6. The applicant is proposing 73,900 sq. ft. of mini-warehouse space in nine buildings,
with an office and caretaker’s quarters. An additional 24,200 sq. ft. of retail space is
proposed, fronting on Walnut Hill and SH 161 that will allow retail, restaurant, or
office uses. This retail area was provided at the recommendation of staff to create a
more mixed-use development. However, only 6000 sq. ft. of retail is shown in Phase
1, and there is no guarantee that Phase 2 will ever be built.

7. The applicant was asked to provide an example of a development of theirs that


included at least 15,000 square feet of retail as a component of the project, as this
request does. The applicant was unable to provide evidence of a similar retail and

Packet Pg. 254


31

mini-warehouse development among the 21 Dallas/Fort Worth area locations the


applicant operates. Staff believes that this amount of retail will be not be completed
by the applicant, and the project will remain simply a mini-warehouse development.

8. The applicant is providing 15 spaces for the mini-warehouse for Phase I or one
space per 4900 sq. ft. This has been an acceptable ratio of parking provided for self-
storage uses previously. The applicant is also providing 122 spaces for retail uses.
37 of those spaces are proposed in Phase 1; 85 of those spaces will not be included
until Phase 2 is developed.

9. The applicant must comply with the City’s landscaping ordinances for property
fronting on State Highway 161 and Walnut Hill. Phase 1 landscaping will consist of
all required landscaping along the SH 161 frontage and the corner of SH 161 and
Walnut Hill. The applicant is proposing planting the required trees in the interior
parkway on Walnut Hill for Phase 1. Required screening shrubs for parking on
Walnut Hill will be provided at the time of Phase 2 development.

10. The applicant also must comply with the Airport/State Highway 161 Overlay district
requirements for building materials. Elevations provided show architecture with two
masonry materials and building articulation that complies with the overlay district.

11. The applicant has been asked to provide a right turn lane from east-bound Walnut
Hill onto the 161 frontage road as part of the access to the site on the east side.
The property was platted in 2007 and a right turn lane was not required at that
time. The State of Texas may require a traffic impact analysis as part of this
development, due to the fact that the new proposed driveway operation on SH 161
will change by the additional traffic generated by this proposed development. It is
possible that the new traffic generated by this development will exceed the
driveway volume threshold that will require this developer to dedicate and
construct a right-turn lane. However, this is a TxDOT requirement, and staff has
provided this information to the applicant for his reference. The applicant is not
including a right turn lane as part of this proposal.

12. Staff cannot support mini-warehouse uses as a component of the development at


this location. Staff believes office and retail uses are more appropriate for this
major intersection, as indicated by the Comprehensive Plan. It is important to note
that the site plan is divided into two phases. Only one retail building is included in
Phase 1. The majority of the retail area is included in Phase 2, and with no time
table for the complete retail development, it is possible that Phase 2 may never be
built. Staff cannot support mini-warehouse uses at a major intersection and
gateway on SH 161, or as a compatible land use adjacent to office uses and any
future highway development.

13. The stipulation of the Planning and Zoning Commission has been met.

14. Notices were mailed to 38 property owners within 200 feet of the subject property,
with no letters received in support, one letter of inquiry and with one notice in
opposition. The opposition represents 24.8% of the property within 200 feet. A ¾
vote of the City Council is required to approve this request.

-2-
Packet Pg. 255
31

Recommendation
The request be denied.

ADDITIONAL COMMENTS:
• Contract Required: N/A • Review Completed By: N/A
• Previous Action: N/A • Council Action: N/A

ATTACHMENTS:
• A: City Council Memo (PDF)
• B: Legal Description (PDF)
• C: January 3, 2011 Planning and Zoning Minutes (PDF)
• D: Vicinity Map (PDF)
• E: Surrounding Zoning Map (PDF)
• F: Property Owner Notification Map and List(PDF)
• G: Request to Amend Comprehensive Plan (PDF)
• I: Elevation Drawing (PDF)
• J: NE & NW Perspective Views (PDF)
• L: Letter of Inquiry (PDF)
• M: Comment Form in Opposition (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/18/2011 10:00 AM by Sharon Brown
Last Updated: 1/27/2011 04:56 PM by Jennifer Phillips

-3-
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31

ORDINANCE NO. (ID # 3784)

ZONING CASE NO. ZC10-0050


AMENDING THE COMPREHENSIVE PLAN FROM RETAIL TO COMMERCIAL USES
ZONING CLASSIFICATION – S-P-2 FOR C-N AND MINI-WAREHOUSE WITH
CARETAKER’S QUARTERS USES

AN ORDINANCE AMENDING THE COMPREHENSIVE PLAN CITY OF IRVING, TEXAS,


ADOPTED FEBRUARY 25, 1997, FOR THE PURPOSE OF PROMOTING THE PUBLIC HEALTH,
SAFETY, MORALS AND GENERAL WELFARE; AMENDING ORDINANCE NO. 1144, THE
1964 COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF IRVING, TEXAS,
GRANTING A ZONING CHANGE ON A TRACT OF LAND DESCRIBED AS: LOT 1R,
NORTHSTAR PHASE II, 1st REVISION; ORDERING A CHANGE IN THE USE OF SAID
PROPERTY FROM S-P-2 FOR C-C DISTRICT USES UNDER ORDINANCE NO. 1144, AS
AMENDED TO S-P-2 FOR C-N DISTRICT AND MINI-WAREHOUSE WITH CARETAKER’S
QUARTERS USES UNDER ORDINANCE NO. 1144; 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
SUCH COMPREHENSIVE PLAN, AS AMENDED, 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 of 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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31

WHEREAS, the City Council of the City of Irving, Texas, at a public hearing called at a regular
session of the City Council of the City of Irving, Texas, did consider the following factors in making a
determination as to whether this requested change should be granted or denied; effect on the congestion
of the streets; the fire hazards, panics, floods, and other dangers possibly present in the securing of
safety from same; the effect on the promotion of health and the general welfare; effect on adequate light
and air; the effect on the overcrowding of the land; the effect on the concentration on population; the
effect on the transportation, water, sewers, schools, drainage and surface water, parks and other public
facilities; and

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, has determined that there is a
necessity and need for this change in zoning and has also found and determined that there has been a
change in the conditions of the property surrounding and in close proximity to the property requested
for a change since this property was originally classified and therefore feels that a change in zoning
classification for the particular piece of property is needed, is called for, and is in the best interest of the
public at large, the citizens of the City of Irving, and helps promote the general health, safety and
welfare of this community;

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION 1. That Ordinance No. 6989, adopting the Comprehensive Plan City of Irving,
Texas, hereby is amended by changing the designation of the property described in Exhibit A on the
Future Land Use Map of the Comprehensive Plan from the Retail category to the Commercial
category, in order to render the Future Land Use Map and the Official Zoning Map, as amended by this
ordinance, consistent for the property, for the purpose of promoting the public health, safety, morals
and general welfare.

SECTION 2. 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 following described property, to-wit:

LOT 1R, NORTHSTAR, PHASE II, 1ST REVISION

-2-
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31

which is presently zoned S-P-2 (Generalized Site Plan) for C-C (Community Commercial) District
Uses under Ordinance No. 1144, is changed to S-P-2 (Generalized Site Plan) for C-N (Neighborhood
Commercial) District and Mini-Warehouse with Caretaker’s Quarters Uses under Ordinance No. 1144
of the City of Irving.

SECTION 2-A. That S-P-2 for C-N District and Mini-warehouse with Caretaker’s Quarters
Uses under Ordinance No. 1144 of the City of Irving, Texas, on the property described in Section 2 is
hereby approved and granted upon the following described conditions:

(1) All trees required on Walnut Hill Lane be provided at time of Phase 1 development.

(2) No Certificate of Occupancy for Mini-warehouse uses be granted until the Phase 1 retail is
constructed.

The above requirements shall not be construed as condition precedent to the granting of a
zoning change, but shall be construed as condition precedent to the granting of a building permit
and/or certificate of occupancy.

SECTION 3. That the City Planner is hereby directed to correct the Official Zoning Maps of
the City of Irving, Texas, attached to Ordinance No. 1144, and the Future Land Use Map of the
Comprehensive Plan City of Irving, Texas, attached to Ordinance No. 6989.

SECTION 4. 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 5. That the zoning regulations and districts as herein established have been made
in accordance with the Comprehensive Plan, as amended, 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 6. 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 7. That the terms and provisions of this ordinance shall be deemed to be severable
and that if the validity of 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 8. 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. 259
31

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
ON FEBRUARY 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Jennifer Dwyer-Phillips
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

-4-
Packet Pg. 260
31.a

City of Irving, Texas

City Council Agenda Item Summary

Comprehensive Plan Amendment


and Zoning Case #ZC1 0-0050
Southwest Corner of Walnut Hill Lane and SH 161
Agenda Date: February 3, 2011
Case Manager: Stacy Day
Owner: Don Valk
Applicant Assured Group
Location: Southwest corner of SH 161 and Walnut Hill Lane

Attachment: A: City Council Memo (3784 : 11 - ZC10-0050)


Size: 7.2 acres
Existing Comprehensive Plan Recommended Land Use: Retail
Proposed Comprehensive Plan Recommended Land Use: Commercial
Existing Zoning: S-P-2 (Site Plan) for C-C (Community Commercial)
Requested Zoning : S-P-2 (Detailed Site Plan) for Retail and Mini-warehouse with
Caretaker's Quarters

Notices mailed: 37
Responses in favor: 0 Responses opposed: 1 (24.8%) and one letter of inquiry
% vote required for approval? Yes.

Case Summary

The applicant is requesting a Comprehensive Plan Amendment and zoning change to


allow retail and mini-warehouse uses.

Staff Analysis
• The Comprehensive Plan's Future Land Use Map recommends Retail uses for this
property. This request is not in conformance with the Comprehensive Plan. The
applicant has provided a request to revise the land use to allow Commercial uses to
allow mini-warehouse uses. The applicant has not provided justification why
mini-warehouse uses are appropriate for this area; rather, the applicant simply
states why they believe retail has a limited viability at this location.

Department of Planning and Inspections Page 10f3


Packet Pg. 261
31.a

Zoning Case ZC1 0-0050, cont.

• The subject tract is currently undeveloped. It is bounded on three sides by Walnut


Hill Lane, Northstar Drive, and State Highway 161. The property is adjacent to an
existing office development to the south. The property is within the Airport/State
Highway 161 Overlay District. The applicant is proposing a Generalized Site Plan for
C-N Neighborhood Commercial uses with the additional use of mini-warehouse with
a caretaker's quarters. The applicant was asked to provide a concept plan with
landscaping and elevations .

• The applicant is proposing 73,900 sq. ft. of mini-warehouse space in nine buildings,
with an office and caretaker's quarters. An additional 24,200 sq. ft. of retail space is
proposed, fronting on Walnut Hill and 161 that will allow retail, restaurant, or office
uses. This retail area was provided at the recommendation of staff to create a more
mixed-use development. However, only 6000 sq. ft. of retail is shown in Phase 1,

Attachment: A: City Council Memo (3784 : 11 - ZC10-0050)


and there is no guarantee that Phase 2 will ever be built.

• The applicant was asked to provide an example of a development of theirs that


included at least 15,000 square feet of retail as a component of the project, as this
request does. The applicant was unable to provide evidence of a similar retail and
mini-warehouse development among the 21 Dallas/Fort Worth area locations the
applicant operates. Staff believes that this amount of retail will be not be completed
by the applicant, and the project will remain simply a mini-warehouse development.

• The applicant is providing 15 spaces for the mini-warehouse for Phase I or one
space per 4900 sq. ft. This has been an acceptable ratio of parking provided for self­
storage uses previously. The applicant is also providing 122 spaces for retail uses.
37 of those spaces are proposed in Phase 1; 85 of those spaces will not be included
until Phase 2 is developed.

• The applicant must comply with the City's landscaping ordinances for property
fronting on State Highway 161 and Walnut Hill. Phase 1 landscaping will consist of
all required landscaping along the SH 161 frontage and the corner of SH 161 and
Walnut Hill. The applicant is proposing planting the required trees in the interior
parkway on Walnut Hill for Phase 1. Required screening shrubs for parking on
Walnut Hill will be provided at the time of Phase 2 development.

• The applicant also must comply with the Airport/State Highway 161 Overlay district
requirements for building materials. Elevations provided show architecture with two
masonry materials and building articulation that complies with the overlay district.

Department of Planning and Inspections Page 20f3


Packet Pg. 262
31.a

Zoning Case ZC10-0050, cont.

• The applicant has been asked to provide a right turn lane from east-bound Walnut
Hill onto the 161 frontage road as part of the access to the site on the east side. The
property was platted in 2007 and a right turn lane was not required at that time. The
State of Texas may require a traffic impact analysis as part of this development, due
to the fact that the new proposed driveway operation on SH 161 will change by the
additional traffic generated by this proposed development. It is possible that the new
traffic generated by this development will exceed the driveway volume threshold that
will require this developer to dedicate and construct a right-turn lane. However, this
is a TxDOT requirement, and staff has provided this information to the applicant for
his reference. The applicant is not including a right turn lane as part of this proposal.

• Staff cannot support mini-warehouse uses as a component of the development at


this location. Staff believes office and retail uses are more appropriate for this major

Attachment: A: City Council Memo (3784 : 11 - ZC10-0050)


intersection, as indicated by the Comprehensive Plan. It is important to note that the
site plan is divided into two phases. Only one retail building is included in Phase 1.
The majority of the retail area is included in Phase 2, and with no time table for the
complete retail development, it is possible that Phase 2 may never be built. Staff
cannot support mini-warehouse uses at a major intersection and gateway on SH
161, or as a compatible land use adjacent to office uses and any future highway
development.

Recommendation
Denial.

Planning and Zoning Recommendation


On January 3, 2011, the Planning and Zoning Commission recommended approval of
this case by a vote of 5-2 (Commissioners Fischer, Zapanta, nay; Commissioners Allen,
Palmer, absent), with the stipulation that all required trees on Walnut Hill be included in
Phase 1, and that no Certificate of Occupancy be granted for a Phase 1 mini-storage
building until the Phase 1 retail is constructed .

Department of Planning and Inspections Page 3Packet


of3 Pg. 263
31.b

For Qffice Use Qnlv


Case No. _
Development Application
Page Two

T 2-C-(V ,- o o ~
-[).
IRVING
Exhibit A: Legal Description of Area of Request

G+- I ~ ") 'T~ lcc. k I ~

N~t'-rL S ·fnr ~~~e 1L

1 st '12: 'Q J kS1cy-­

Attachment: B: Legal Description (3784 : 11 - ZC10-0050)


3JLf/3 3 8, ~7
s,~·

7 I Z/ ~ r. Acres

I certify that to the best of my knowledge, this is an accurate description of the property for which this application
has b en submitted. understand that I am fully responsible for th legal descriptIon provided above.

cch-~
Date

For Office Use only


Submittal Documents (required) Additional Submittal Documents lR-AB)
o Application (including signature of current owner) o Copy of TABC application
o Application fee
o Six (6) folded sets of the plan documents
(all except "Zoning Change (Other)" )
o Two (2) 8.5 x 11 caples OR disk with PDF

Planning and Inspections Department


825 west Irving Blvd •• Irving, TX 75060 • 972.721.2424 • 972.721.2422 fax • www.cityoflrvlng.org Packet Pg. 264 /
31.c

COMPREHENSIVE PLAN AMENDMENT TO CHANGE THE RECOMMENDED LAND USE FROM "RETAIL" TO
"COMMERCIAL" AND ZONING CASE #ZC1 0-0050, DON VALK, APPLICANT, REQUESTS A ZONING CHANGE FROM
S-P-2 (GENERALIZED SITE PLAN) FOR C-C (COMMUNITY COMMERCIAL) DISTRICT USES TO S-P-2 (GENERALIZED
SITE PLAN) FOR C-N (NEIGHBORHOOD COMMERCIAL) AND MINI-WAREHOUSE WITH CARETAKER QUARTERS
USES. T HIS PROPERTY IS LOCATED ON APPROXIMATELY 7.2 ACRES AT THE SOUTHWEST CORNER OF STATE
HIGHWAY 161 AND WALNUT HILL LANE.
THIS CASE IS SCHEDULED FOR THE THURSDA Y, FEBRUAR Y 3, 2011 CITY COUNCiL PUBLIC HEARING

Chairman Zapanta called for the applicant.

Mike Anderson, applicant's representative , gave an overview of the proposed request, adding that Mr.

Attachment: C: January 3, 2011 Planning and Zoning Minutes (3784 : 11 - ZC10-0050)


Valk has been in the development business for over 30 years, and the retail project that he is proposing
will be for 24,000 sq. ft. of retail development to be constructed in 2 Phases. He stated that under the
current zoning, they have the ability to build a 75,000 sq. ft. retail project, but they agreed with the
Comprehensive Plan Update and understands that 75,000 sq. ft. will be too much retail for that location .
He also stated that they are willing to put in landscaping required as part of the Phase I and II, but they
wanted to make sure they will be able to relocate the trees removed from Phase II of the project.

Chairman Zapanta called for individuals wishing to speak in favor of this item. He then called for
individuals wishing to speak in opposition. There was no one to speak in favor or opposition to this item .

Discussion was closed to the floor and returned to the Commission for their consideration and motion.

Vice -Chairman Randall asked Mr. Anderson if they agreed with the staff's suggestions mentioned at Work
Session that no Certificate of Occupancy will be issued until the retail development is completed in Phase
I. Mr. Anderson responded positively.

Vice-Chairman Randall asked Steve Reed , Planning Manager about the public comment form received
from DFW Airport about giVing the opportunity to the FAA to review this request. Mr. Reed responded
that any requests near DFW Airport are always asked to contact the FAA for any special lighting
requirements, or any other requirement, but added that this comment form was a regular standard
comment. Mr. Anderson added that they had no problem with it.

Commissioner LaRose asked Mr. Anderson if they would do landscaping in Phase II, even though the
retail will be done in Phase I. Mr. Anderson answered that landscaping will be done in both phases, but
would like to be noted that if some trees need to be removed from buildings Band C, they would not like
to go through the mit igation process as they would be willing to replace those trees. Mr. Reed re sponded
that mitigation will not be necessary as the Landscaping Ordinance doesn't require 2 to 1 mitigation.

Secretary Tannehill stated that he understands the staff comments as to what the vision is for this area,
but he does not agree with their comments . He supported the applicant's request.

Vice-Chairman Randall moved to forward item #ZC10-0050 to City Council with a favorable
recommendation subject to the stipulation noted on bullet number 3 of the Staff Analysis to include
landscaping along Walnut Hill Drive. Comm issioner Gregory seconded the motion.

Chairman Zapanta recognized the motion on the floor. There was no discussion of the motion . The
motion carried 5-2.

Ayes: Michael Randall, Tom Tannehill , Robert LaRose , Douglas Gregory, Dennis Webb

Nay: AI Zapanta, John Fischer

Absent: Chris Allen, David Palmer


Discussion time : 16 minutes

Planning and Zoning Commission Minutes January 3, 2011 Page 4


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Attachment: D: Vicinity Map (3784 : 11 - ZC10-0050)
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Attachment: F: Property Owner Notification Map and List (3784 : 11 - ZC10-0050)
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Attachment: F: Property Owner Notification Map and List (3784 : 11 - ZC10-0050)
31.g

NORTHSTAR PHASE 2

RESPONSE TO TECHNICAL REVIEW COMMITIEE COMMENTS:

Alteration from the City's Future Land Use Map recommendation of "Retail" for the property.

Attachment: G: Request to Amend Comprehensive Plan (3784 : 11 - ZC10-0050)


We do not believe that the property can be developed solely as Retail as the Lot is too large to
support a 100 percent Retail development.

All of the land area West of the property is part of the DFW Airport. Three fourths of the land
area to the North of, and adjacent to our Lot, is part of the DFW Airport, the remainder is a
church. Our lot is on the West side of State Highway 161 and the majority of non-Sunday traffic
in Walnut Hill Lane is related to DFW Airport. Walnut Hill Lane is not a passenger entrance to
the Airport; rather, it is primarily an employee entrance. Employees generally do not travel to
and from work during prime retail hours, thus it most likely has limited traffic during the
necessary Retail hours.

Packet Pg. 270


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RECEIVED
DEC 17 2010
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Attachment: I: Elevation Drawing (3784 : 11 - ZC10-0050)


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Attachment: J: NE & NW Perspective Views (3784 : 11 - ZC10-0050)

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I a J IRVING , TEXAS
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PUBLIC COMMENT FORM
(Plene type or U1te black Ink)

Department of Planning and Inspections

PO Box 152288

Irving. Texas 75015-2288

I am FOR the requested zoning as explained on·the attached public notice for Comprehensive
Plan Amendment and Zoning Case #ZC1 0-0050.
I am AGAINST the requested zoning as explained on the attached public notice for

Cqm.p'rehensive Plan Amendment and Zoning Case #ZC10-0050.

Date, LocatJon & Time of:

PLANNING & ZONINQ


COMMiSSiON MEETING: Monday. January 3. 2011. 7 p.m.
City Hall, 825 W. Irving Blvd.

Attachment: L: Letter of Inquiry (3784 : 11 - ZC10-0050)


CITY COUNCIL MEETING: ThUrsday, February 3, 2011. 7 p.m.
City Hall. 825 W. Irving Blvd.

Name: C,h r"S d)'n.o..


(please print)
iJ. lUood - ~. . Cornmerc,,'a/ D~vt!./dp".,e".J
Address: DEb} ;la/lerhA I,"ongel A-,'cnaclj , P.O. Ba~ t,14i.J f
r75.
Tax Account (DeAD) Number
(if shown on enclosed map) :

Signature:

Date:

_ _ _~ ~_~~ ~~ SD­

Packet Pg. 273


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PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR the requested zoning as explained on the attached public notice for Comprehensive
Plan Amendment and Zoning Case #ZC1 0-0050.
X I am AGAINST the requested zoning as explained on the attached public notice for
Comprehensive Plan Amendment and Zoning Case #ZC1 0-0050.
Date, Location & Time of:

Attachment: M: Comment Form in Opposition (3784 : 11 - ZC10-0050)


PLANNING & ZONING
COMMISSION MEETING: Monday. January 3, 2011, 7 p.m.
City Hall, 825 W. Irving Blvd.

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7 p.m.


City Hall, 825 W. Irving Blvd.

Name: W";"\\~ ~~ ® ~~\-t J~ 7!Jk:> -PsL ~wn-.LTD


(please print)
Address: Z?L?O ~ Auf­ 'Sh. ~ DO
_J)A,ll~ 1rzo \ IX
Tax Account (DCAD) Number ?? I
(if shown on enclosed map): ~k?),3kt!JOb 10 z. 't. OcoO
Signature: wQ ~. ~~ _
Date: ",,"llr
--:.-_-----------------­
Phone number (optional) ~,l-l.....,--'Ul ::.....::ll'-q..:........::..._O_~------:6::....b~ _

Please provide comments explaining the reasons for your support or opposition:

1Vt,'4:J vJoO~ ~W ~ p...:.....::.~~~--Jr-\ _ _ 1' _

-------------------..,R-EGBVE-B

JANl .J 2611
Depar~eDt of

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _50_

Packet Pg. 274


32

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3782


Recommending Department: Planning & Inspections LSR No: N/A

Ordinance -- Zoning Case #ZC10-0054 - Granting S-P-1 (Detailed Site Plan)


for DDD (Downtown Development District) Uses with Exceptions to the
Heritage Crossing Redevelopment District Requirements - Approximately
0.738 Acres Located at 301 West Irving Boulevard - Comerica Bank,
Applicant/Owner
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 17,
2011 – Favorable, 7-0 (Commissioners Gregory and Webb, absent) with the
stipulation that new street trees be a minimum 6-inch caliper at time of planting and
that the two existing pole signs be replaced with monument signs.
3. The Comprehensive Plan recommends Irving Blvd. Redevelopment Corridor for this
property. This request is in conformance with the Comprehensive Plan.
4. The applicant is proposing to partially redevelop the site by reducing the size of the
existing building and modifying the exterior. The bank will remain open for business
during all construction.
5. As part of the redevelopment, the applicant proposes a new pedestrian courtyard at
the southeast corner of the property. The courtyard will be comprised of landscape
gravel, groundcover, trees, and limestone benches. The pedestrian plaza will not be
fenced off from the street.
6. The applicant also proposes to add a monument sign and make some minor
revisions to the parking and traffic circulation on the site. The applicant has taken
care to preserve two existing oak trees and one existing Bald Cyprus tree.
7. Because the property is in the Heritage Crossing Redevelopment District, the
following exceptions to Section 52-32h are requested:
• Section D.3.g: required trees in streetscape area. Due to the large
streetscape areas and certain security issues, the applicant seeks to have
the presence of the pedestrian courtyard and the ground-level landscaping to
be credited in lieu of some of the required trees.
• Section F.3.a: pole signs prohibited. Applicant requests the continued use of
two existing pole signs.
• Section F.3.b: monument signs allowed by site plan only. Applicant seeks
approval of a monument sign near the southeast corner of the property.
• Section H.3: maximum driveway width. Applicant seeks approval of a 30-ft
driveway off of Ohio Street to service the existing drive-through banking
lanes.
• Section L.3.a: maximum 33% of the building frontage on front facades may

Packet Pg. 275


32

vary from build-to line. Applicant’s building has three “front” facades, and
requiring the building to be at all three front property lines is impractical.
8. On January 10, 2011, the Heritage Crossing Communications Committee reviewed
the request and had no comments.
9. The applicant has worked diligently with staff to create a proposal that meets the
intent of the building design, site design and landscaping requirements of the
Heritage Crossing Redevelopment District.
10. The applicant has complied with the Planning and Zoning Commission’s stipulation
regarding the caliper size for street trees. The applicant is requesting approval of
the redevelopment including retention of the existing pole signs.
11. Notices were mailed to 19 property owners within 200 feet of the subject property,
with one comment form received in support and none in opposition.

Recommendation
The ordinance be adopted per the recommendation of the Planning and Zoning
Commission with the exception that the two existing pole signs may remain.

ADDITIONAL COMMENTS:
• Contract Required: N/A • Review Completed By: N/A
• Previous Action: N/A • Council Action: N/A

ATTACHMENTS:
• C: Vicinity Map (PDF)
• D: Surrounding Zoning Map (PDF)
• E: Property Owner Notification Map and List(PDF)
• F: Site Plan (PDF)
• G: Landscape Plan (PDF)
• H: Elevation Drawing (PDF)
• I: Public Comment Form in Support (PDF)
• A: City Council Memo (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 1/17/2011 04:29 PM by Sharon Brown
Last Updated: 1/27/2011 11:43 AM by Steven Reed

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ORDINANCE NO. (ID # 3782)

ZONING CASE NO. ZC10-0054


ZONING CLASSIFICATION – S-P-1

AN ORDINANCE AMENDING ORDINANCE NO. 1144, THE 1964 COMPREHENSIVE ZONING


ORDINANCE OF THE CITY OF IRVING, TEXAS, GRANTING A ZONING CHANGE ON A
TRACT OF LAND DESCRIBED AS: A TRACT OF LAND OUT OF ORIGINAL TOWN IRVING
AND LOCATED AT 301 WEST IRVING BOULEVARD, MORE FULLY AND COMPLETELY
DESCRIBED IN THE BODY OF THIS ORDINANCE; ORDERING A CHANGE IN THE USE OF
SAID PROPERTY FROM DDD DOWNTOWN DEVELOPMENT DISTRICT – IRVING/SECOND
CORRIDOR SUBDISTRICT UNDER ORDINANCE NO. 1144, AS AMENDED, TO S-P-1 SITE
PLAN DISTRICT USE FOR DDD DOWNTOWN DEVELOPMENT DISTRICT 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 of 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-
Packet Pg. 277
32

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 Downtown Development District 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, 1964, be, and the same is amended and
changed in that the use of the following described property, to-wit:

Original Town Irving, Lots 3, 4 and 5, Block 1

which is presently zoned DDD Downtown Development District – Irving/Second Corridor Subdistrict
under Ordinance No. 1144, is changed to S-P-1 Site Plan District Use for DDD Downtown
Development District 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 Section 1 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.
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Packet Pg. 278
32

(3) That all means of ingress and egress shall be approved by the Department of Public Works
of 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 validity of 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.

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Packet Pg. 279
32

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, ON
FEBRUARY 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Jennifer Dwyer Phillips
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

-4-
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PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR the requested zoning as explained on the attached public notice for Zoning Case
#ZC10-0054.

I am AGAINST the requested zoning as explained on the attached public notice for Zoning Case
#ZC10-0054

Attachment: I: Public Comment Form in Support (3782 : 11 - ZC10-0054)


Date, Location & Time of:

PLANNING & ZONING


COMMISSION MEETING: Monday, January 17, 2011, 7 p.m.
City Hall, 825 W. Irving Blvd.

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7 p.m.


City Hall, 825 W . Irving Blvd.

·'\~N a me :

1ddress:

Tax Account (DCAD) Number ~ _ C L .


(if shown on enclosed map): D 0 t-"1oCl (8' 0
Signature: ~QRM~ ~
Date: / - /:2- . - <'Y'

Phone number (optional) ~...


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Please provide comments explaining the reasons for your support or opposition:
. .

- - - - - - - - - - - - - - - - - - - - - - - t J A N 18 2011
ItEcEIVED
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32.h

City of Irving, Texas

City Council Agenda Item Summary

Zoning Case #ZC1 0-0054


301 W. Irving Boulevard
Agenda Date: February 3, 2011
Case Manager: Ken Bloom, AICP, Chief Planner
Owner/Applicant
Comerica Bank
Location:
301 W. Irving Blvd
Size:
Approximately 0.738 acres
Existing Zoning:
DDD (Downtown Development District) - Irving/Second Corridor

Attachment: A: City Council Memo (3782 : 11 - ZC10-0054)


Subdistrict and Heritage Crossing Redevelopment Overlay District
Requested Zoning :
S-P-1 (Detailed Site Plan) for DDD (Downtown Development
District) uses with exceptions to the Heritage Crossing
Redevelopment District requirements

Notices mailed: 13
Responses in favor: 1 Responses opposed: 0
% vote required? No

Case Summary
The applicant is requesting rezoning to allow exceptions to the Heritage Crossing
Redevelopment District requirements in order to redevelop the property.

Staff Analysis
• The Comprehensive Plan recommends Irving Blvd. Redevelopment Corridor for this
property. This request is in conformance with the Comprehensive Plan.
• The applicant is proposing to partially redevelop the site by reducing the size of the
existing building and modifying the exterior. The bank will remain open for business
during all construction.
• As part of the redevelopment, the applicant proposes a new pedestrian courtyard at
the southeast corner of the property. The courtyard will be comprised of landscape
gravel, groundcover, trees, and limestone benches. The courtyard will not be fenced
off from the street.
• The applicant also proposes to add a monument sign and make some minor
revisions to the parking and traffic circulation on the site. The applicant has taken
care to preserve two existing oak trees and one existing Bald Cyprus tree.
• Because the property is in the Heritage Crossing Redevelopment District, the
following exceptions to Section 52-32h are requested:

Department of Planning and Inspections Page 10f2

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32.h

Zoning Case ZC10-0054, conI.

o Section D.3.g: required trees in streetscape area. Due to the large streetscape
areas and certain security issues, the applicant seeks to have the presence of
the pedestrian courtyard and the ground-level landscaping to be credited in lieu
of some of the required trees.
o Section F.3.a: pole signs prohibited. Applicant requests the continued use of two
existing pole signs.
o Section F.3.b: monument signs allowed by site plan only. Applicant seeks
approval of a monument sign near the southeast corner of the property .
o Section H.3: maximum driveway width. Applicant seeks approval of a 30-ft
driveway off of Ohio Street to service the existing drive-through banking lanes.
o Section L.3.a: maximum 33% of the building frontage on front facades may vary
from build-to line. Applicant's building has three "front" facades, and requiring the

Attachment: A: City Council Memo (3782 : 11 - ZC10-0054)


building to be at all three front property lines is impractical.
• On January 10, 2011, the Heritage Crossing Communications Committee was
briefed on the proposed redevelopment and had no comments.
• The applicant has worked diligently with staff over several months to create a
proposal that meets the intent of the building design, site design and landscaping
requirements of the Heritage Crossing Redevelopment District.

Staff Recommendation
Approval, as submitted by the applicant.

Planning and Zoning Commission Recommendation


On January 17, 2001, the Planning and Zoning Commission recommended approval of
this request by a vote of 7-0 (Commissioners Webb and Gregory, absent) with the
stipulation that the pole signs be removed and the new street trees be 6" caliper. The
applicant has complied with the stipulation regarding the street trees, but wishes to
maintain the existing pole signs.

Department of Planning and Inspections Page 20f2


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Ordinance -- Amending Comprehensive Zoning Ordinance No. 1144 by


Adding Section 52-64d State Highway 183 Overlay District and Creating the
State Highway 183 Overlay District - City of Irving, Applicant
Administrative Comments
1. This item supports Strategic Goal No. 1: Land Use, Goal 2: Neighborhoods, Goal 3:
Economic Development and Goal 10: Environmentally Sustainable Community.
2. Planning and Zoning Commission Hearing Date and Recommendation: January 17,
2011 – Favorable, 7-0 (Commissioners Webb and Gregory, absent) with revisions
as recommended by staff.
3. This is a proposed amendment to the Zoning Ordinance that will create a new
section entitled “State Highway 183 Overlay District” and establish the State
Highway 183 Overlay District as a zoning overlay to guide development and
redevelopment along and near the State Highway 183 corridor. These standards
are being proposed in support of City of Irving Strategic Goal No. 1 “Excellence in
land use and the image of Irving’s built and natural environment,” Goal No. 2
“Nurture and promote vital, vibrant neighborhoods,” Goal No. 3 “Cultivate an
environment conducive to strong, successful economic development to enhance
and diversify Irving’s economic base” and Goal No. 10 “Become a successful
environmentally sustainable community.” This proposed ordinance helps to
implement Strategy 1.1 “Improve the visual appearance of the community
(gateways, corridors and intersections).”
4. State Highway 183 is being widened by the Texas Department of Transportation
(TxDOT) in cooperation with the City of Irving. For over eleven years, meetings
have been held with neighborhoods, business groups and individuals, as well as
public hearings and other forums to provide public information and encourage
TxDOT to provide the best highway corridor possible for our residents and
businesses. This project is a once-in-fifty-years opportunity to change the face of
Irving that over 120,000 people see every day as they drive this corridor.
5. The widening of State Highway 183 has already created opportunities for both new
development and redevelopment of previously-developed properties, and will
continue to create such opportunities in the coming years. New development can be
better coordinated by the adoption of comprehensive development requirements
and standards that will apply to all new development and redevelopment along this
important corridor.
6. City staff began drafting a proposed zoning overlay in July, 2009. Since that time,
over sixty public and individual meetings have been held to discuss the proposed
development standards and their impact on the properties within the overlay area.
These meetings included four stakeholder meetings in February, 2010 and two in
January, 2011 to which every property owner along the corridor was invited. As a
result of the comments and suggestions received through those meetings, many
changes were made to the original draft ordinance.
7. The proposed overlay district includes five primary sections:
• Development standards for new development and significant redevelopment of

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existing buildings and properties. These standards include enhanced


landscaping, building materials and design, site design, parking and lighting
requirements, and requirements for new commercial development with
residential adjacency.
• Maintenance standards for vacant properties not yet developed or that have had
previous development removed.
• Development standards for existing development. These standards would
require existing development to provide a landscaped buffer three years after
completion of the frontage road construction in front of the property.
• A chart of allowed uses in various segments of the corridor, including retail,
restaurant, office, mixed uses, transit oriented development and others based on
specific locations along the corridor. Additional standards for auto sales lots, big
box retail uses, transit oriented development and mixed use development are
also established.
• Guidelines for enhancement of the public right-of-way. While the City cannot
enforce zoning regulations on the State right-of-way, the City can clearly
express its desires for standards and quality to the State in support of previous
City Council resolutions. These guidelines address the appearance of the
highway design itself, as well as long term maintenance.
8. Public notices were sent to 1499 property owners with thirteen (13) comment forms
received in support and seventeen (17) comment forms in opposition. The
opposition represents 2.01% of the property included in the Overlay and 0.48% of
the property within 200 feet of the Overlay.

Recommendation
The ordinance be adopted per the recommendation of the Planning and Zoning
Commission.

ADDITIONAL COMMENTS:
• Contract Required: N/A • Review Completed By: N/A
• Previous Action: N/A • Council Action: N/A

ATTACHMENTS:
• A: City Council Memo (PDF)
• C: Property Owner Notification Map (PDF)
• D: Public Comment Forms in Support (PDF)
• E: Public Comment Forms in Opposition (PDF)
• F: Letter from BR Real Estate Holding Trust (PDF)

CURRENT YEAR FINANCIAL IMPACT:


NONE

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REVISION INFORMATION:
Prepared: 1/18/2011 12:13 PM by Sharon Brown
Last Updated: 1/27/2011 06:26 PM by Steven Reed

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ORDINANCE NO. (ID # 3785)

AN ORDINANCE AMENDING THE COMPREHENSIVE ZONING ORDINANCE NO. 1144 OF


THE CITY OF IRVING, TEXAS, BY ADDING SECTION 52-64d TO PROVIDE FOR THE
CREATION OF A STATE HIGHWAY 183 OVERLAY DISTRICT; PROVIDING A PENALTY
NOT TO EXCEED $2,000; ESTABLISHING AN EFFECTIVE DATE; PROVIDING A
SEVERABILITY CLAUSE; AND PROVIDING FOR CONFLICT RESOLUTION.

WHEREAS, on November 18, 1999, the Irving City Council adopted Resolution 11-18-99-537
expressing the support of the City Council for the reconstruction of State Highway 183 with certain
conditions including protection of residential neighborhoods; and

WHEREAS, on January 10, 2002, the Irving City Council adopted Resolution 1-10-02-017 expressing
the desire of the City Council that the State Highway 183 reconstruction project incorporate sound
walls and appropriate hardscape and landscape features, the selection of which are to be done with local
feedback and involvement; and

WHEREAS, on October 30, 2003, the Irving City Council adopted Resolution 10-30-03-391 expressing
support of the City Council for the schematic design of the State Highway 183 reconstruction and re-
iterating the desire of the City Council that the State Highway 183 construction project incorporate
sound walls and appropriate hardscape and landscape features, the selection of which are to be done
with local feedback and involvement; and

WHEREAS, the Texas Department of Transportation has initiated the State Highway 183 construction
project as evidenced by property acquisitions for additional right of way; and

WHEREAS, the City of Irving desires that the State Highway 183 corridor promotes excellence in land
use and the image of Irving’s built and natural environment, and

WHEREAS, an Overlay District that establishes higher standards for landscaping, building design, site
design and other development requirements for property along State Highway 183 will improve the
visual impression of the community; and

WHEREAS, the Planning and Zoning Commission and the City Council, in accordance with the
provisions of the Charter of the City of Irving, the state law, and the applicable ordinances of the city,
have given the required notices and have held the required public hearings regarding this amendment to
the Comprehensive Zoning Ordinance No. 1144 of the City of Irving;

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF


IRVING, TEXAS:

SECTION 1. That Comprehensive Zoning Ordinance No. 1144 of the City of Irving, Texas, is
hereby amended by adding Section 52-64d which shall read as follows:

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Sec. 52-64d. State Highway 183 Overlay District.

(a) Description.

The State Highway 183 Overlay District is a zoning district that regulates land uses and
development standards within the State Highway 183 corridor.

(b) Purpose.

The purpose of the State Highway 183 Overlay District is to guide new development and
redevelopment along the State Highway 183 corridor by designating permitted uses and establishing
enhanced standards for the design, appearance and placement of buildings and other site improvements,
landscaping, signs, utilities, lighting, fences and screening.

(c) Boundaries.

The State Highway 183 Overlay District applies to all properties with nonresidential zoning (1)
that abut the right of way of State Highway 183 from the Irving city limit on the east to the Irving city
limit on the west; (2) that share a common property line with a property that abuts the right of way of
State Highway 183 and have access to the right of way of State Highway 183 through a shared parking
lot whether or not a formal ingress/egress, access or parking easement exists, excluding properties that
front on Belt Line Road and are north of Grande Bulevar; (3) any portion of which are within 300 feet
of the right of way of State Highway 183; (4) that are northeast of State Highway 114 and between the
north right of way line of Spur 482 and the east side of Loop 12; and (5) that are on the west side of
Loop 12 north of State Highway 183 with frontage on Loop 12, State Highway 114 and Tom Braniff
Drive as shown on the map attached as Exhibit A. Properties within the boundaries of Dallas/Fort
Worth International Airport are not included within the State Highway 183 Overlay District. All land
and structures within the State Highway 183 Overlay District shall be used in accordance with the
standards of the Overlay District.

(d) Vision and general design principles.

Irving will be the model for safe and beautiful neighborhoods, a vibrant economy, and exceptional
recreational, cultural and educational opportunities. The reconstruction of State Highway 183 creates a
unique opportunity to achieve that vision by creating a transportation corridor that is not only a pleasant
environment for travelers but also serves as a source of retail, entertainment, dining, and employment
opportunities for residents and visitors. Such an environment is characterized by enhanced landscaping,
public improvements, building and site design, and sustainability.

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Design standards are included in this Overlay to provide property owners and developers with a
clear set of design parameters that will instruct site planning, architecture, landscaping, streetscapes,
signage and other elements to create a consistent character of excellence throughout the State Highway
183 corridor. Whenever the provisions of the State Highway 183 Overlay District conflict with any
other requirement in any other zoning ordinance, the more restrictive standard shall apply.

The State Highway 183 Overlay District encourages the incorporation of equine and
southwestern thematic elements into public spaces and public art, landscaping, signage, lighting, fences
and walls, and other site improvements. While such elements are not required, developers are strongly
encouraged to incorporate such design elements into all new development to maintain a consistent
theme throughout the corridor.

Development should be designed to provide as attractive a streetscape along the State Highway 183
frontage as possible. Parking lots and other paved areas should be de-emphasized in favor of
landscaping and attractive building facades.

Paved areas should not be the predominant feature of a development. While parking is to be sufficient
to meet the minimum demand of the use it serves, excess parking is strongly discouraged.

When parking areas are between the State Highway 183 right of way and a building, such parking areas
are to be heavily landscaped with a combination of grass, ground cover, berms, trees, shrubs or other
native and drought-tolerant vegetation.

Parking lots with 100 or more parking spaces should be divided into segments by wide landscaped
walkways that provide safe pedestrian connections between parking areas and buildings. These
landscaped walkways serve to create visual relief from paved expanses, minimize storm water run-off,
and reduce the heat build-up of paved areas.

Site design should promote efficient vehicle circulation patterns with shared driveways, parking areas
and access easements.

Development and redevelopment should be sustainable, and incorporate such features as energy-
efficient buildings, multi-modal transit connections, reduced amounts of paving and other impervious
cover, storm water detention/retention, landscaping that includes low-water-demand native and adapted
plants that are both drought and heat tolerant, and permeable paving.

(e) Required standards for new development.

(1) Applicability.

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a. New construction. The standards established by this Section 52-64d (e) shall apply to
all newly constructed nonresidential structures and all new nonresidential development
within the boundaries of the State Highway 183 Overlay District.

b. Expansion of existing structures. If an existing nonresidential structure is expanded by


30 percent or more of its first floor area, or if one or more additional floors are added, or if
it is being repaired, remodeled, rehabilitated, or otherwise improved to the point that the
value of the repairs, remodeling, rehabilitation, or improvements constitute at least 30
percent of the current value of the structure as established by the most current value
established by the Dallas Central Appraisal District, the entire structure and the entire
property on which it stands shall be brought into compliance with the standards
established by this Section 52-64d (e). For the purpose of determining whether
improvements to existing structures and properties shall require compliance with this
ordinance, the increase in floor area and/or value shall be aggregated over a three-year
period.

(2) Landscaping.

a. Landscaped buffer. A 30-foot wide landscaping buffer shall be required along any
property line adjacent to the right of way of State Highway 183, Loop 12, State Highway
114, Spur 482 or State Highway 161, and a 15-foot wide landscaping buffer shall be
required along any property line adjacent to any other thoroughfare.

b. Landscaping materials. The landscaping buffers shall include a combination of


landscaping elements including grass, ground cover, shrubs, flowers, seasonal plantings,
and trees. All landscaping materials shall be from the list of approved trees and shrubs in
Section 52-35a of the Zoning Ordinance, and be a native or adapted, heat and drought-
tolerant species with a low water demand. Trees and shrubs shall be of the sizes required
by Section 52-35a Landscape designs with low water demand are encouraged. Landscape
designs and hardscape elements including plazas, planters, benches, fountains, art,
boulders, tables and similar features may be permitted as part of an overall landscaping
plan subject to approval by the director if the hardscape elements are consistent with the
overall design of the development, do not conflict with visibility requirements or
easements, and do not create any potential safety hazard.

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c. Trees required in landscaped buffers. Within the 30-foot wide landscaping buffer
along the State Highway 183, Loop 12, State Highway 114, Spur 482 or State Highway
161 frontage, 1 tree shall be planted for each 30 feet of linear frontage of the landscaped
buffer. Within the 15-foot wide landscaping buffer along frontages other that State
Highway 183, Loop 12, State Highway 114, Spur 482 or State Highway 161, 1 tree shall
be planted for each 40 feet of linear frontage. Trees should be staggered, clustered and
otherwise arranged in landscaped areas in order to enhance the visibility of the buildings
rather than being spaced evenly across the frontage of the property.

d. Screening of parking. The 30-foot and 15-foot wide landscaping buffers shall also
include a row of shrubs, a berm or a masonry wall a minimum of 3 feet tall to screen
parking and driveways within the development. The shrubs, berm or wall may be located
anywhere within the landscaping buffer, but shall not create a visibility obstruction at
intersections or driveways. Shrubs shall be planted in a planting bed and be a minimum of
18 inches tall at time of planting, and shall be planted no more than 3 feet apart. The area
within the planting bed separating the shrubs shall be planted with native grasses from the
list in Section 52-64d (k)(1)e. below. Berms shall be covered with grass or ground cover.
Masonry walls shall be of the same materials and colors as the main building on the
property. See Section 52-64d (i)(4)a. for specific provisions for automobile sales lots.

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e. Driveways and sidewalks within landscaped buffers. The landscaped buffers may be
crossed by perpendicular or angled entry or exit driveways that comply with the City of
Irving Access Policy, but may not be utilized for on-site circulation or fire lanes. The
landscaped buffers may include a sidewalk not less than 6 feet or more than 8 feet in
width. If a sidewalk is placed within the required landscaped buffer, the sidewalk shall be
incorporated into the landscaping plan by including such features as enhanced pavers,
bricks, scored concrete or stamped asphalt, a meandering path, benches or other elements
that enhance the pedestrian experience but without compromising safety or accessibility
requirements.

f. Parking lot trees. All parking lots shall be landscaped with a minimum of 1 tree for
every 10 parking spaces. Trees may be evenly spaced throughout parking lots with less
than 100 parking spaces. In parking lots with 100 or more parking spaces, trees should be
clustered in landscaped island areas, along major drives, or otherwise distributed within
the parking area rather than being evenly spaced. However, a minimum of 50 percent of
the total required trees shall be within the interior of the parking lot, and not distributed
around the perimeter of the parking lot. Each tree shall be planted in an area no smaller

Packet Pg. 299


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than 5 feet by 5 feet. See Section 52-64d (i)(4)a. for specific provisions for automobile
sales lots.

g. Parking garage landscaping. Parking garages, if provided, shall provide a 10-foot


deep landscape buffer around the entire base of the parking garage. Trees shall be planted
30 feet on-center within the landscape buffer. Parking garages attached to a building shall
provide the landscaped buffer only on those exterior sides not adjacent to the attached
building.

h. Maintenance of adjacent rights of way. Areas of public rights of way between a


property line and the back of curb of the frontage road or travel lane of an adjacent street
shall be maintained by the adjacent property owner, including mowing and irrigation of
grass, removal of trash and litter, and maintenance of landscaping, unless prohibited by the
Texas Department of Transportation or the City of Irving. If the right of way area exceeds
50 feet in depth, the adjacent property owner shall be required to maintain only the 50 feet
of right of way immediately adjacent to the property owner’s property line.

i. Irrigation system required. All landscaping on the premises and within the adjacent
right of way shall be irrigated by an automatic irrigation system installed in accordance

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with all applicable Texas Department of Transportation policies and City of Irving
ordinances. All main lines, zone control valves, controllers, backflow valves and wiring
shall be installed outside of the public right of way. Any water lines, shut off valves or
sprinkler heads installed in the right of way shall comply with the standards of the Texas
Department of Transportation.

j. Maintenance required. All landscaping shall be maintained in a healthy condition at


all times. Dead or damaged landscaping shall be replaced immediately. The director may
approve a delay in replacing dead or damaged landscaping not exceeding 180 days due to
seasonal or other considerations that would justify a postponement. Additional
postponement may be granted by the director in drought or other declared water
emergency conditions.

(3) Building materials and design. All nonresidential buildings shall comply with the material and
architectural details requirements of the commercial design standards established in Sections
52-35c and 52-35d of the Zoning Ordinance except that facades facing State Highway 183
shall provide vertical articulation of 18% of the wall’s height as opposed to the standard 15%.

Articulation Standard Example

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(4) Site design.

a. Minimize paving. Development shall be designed to minimize the amount of paving


and parking between buildings and the State Highway 183, Loop 12, State Highway 114,
Spur 482 or State Highway 161 frontage.

b. Parking location. No more than 25% of the required parking for a use may be located
between the façade of a building and the State Highway 183, Loop 12, State Highway 114,
Spur 482 and State Highway 161 right of way. The additional 75% may be located beside
or behind the façade facing the State Highway 183, Loop 12, State Highway 114, Spur
482 and State Highway 161 right of way.

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c. Internal walkways. All parking lots that contain more than 100 parking spaces shall
include internal pedestrian walkways a minimum of 5 feet wide from the public sidewalk
to the main entrance of the principal use of the property, and shall comply with all
applicable requirements of the Texas Accessibility Standards for width, slope, texture,
level differences and ramps. Pedestrian walkways shall be provided for every 3 driving
aisles or at a distance of not more than 180-foot intervals, whichever is less.

Pedestrian walkways shall also be provided to connect points of origin such as outlying parking spaces
and bus stops with destinations such as building entrances. All such walkways shall be constructed of
conventional sidewalk materials, enhanced pavers, stamped concrete or asphalt, bricks, or scored
concrete, shall be clearly marked, and shall comply with all applicable requirements of the Texas
Accessibility Standards for width, slope, texture, level differences and ramps.

d. Walkways crossing driveways. Where internal pedestrian walkways cross driveways,


such walkways shall be distinguished from driving surfaces through the use of design
features such as contrasting colors, enhanced pavers, stamped concrete or asphalt, bricks,
scored concrete, and alternate colors. Such crossings shall comply with all applicable
requirements of the Texas Accessibility Standards.

e. Accessory buildings and uses. Accessory buildings and uses are not permitted within
the parking lot area, or between a principal use building and the right of way of State

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Highway 183, Loop 12, State Highway 114, Spur 482, State Highway 161 or any other
street right of way.

f. Outside storage. Outside storage of any kind, other than outside display of
automobiles or similar vehicles for sale or lease, temporary storage of shopping carts in
cart corrals per subsection (e)(4)g. below, or as allowed by Section 52-56(c)(9) is not
allowed between any principal use building and the right of way of State Highway 183,
Loop 12, State Highway 114, Spur 482, State Highway 161 or any other street right of
way.

g. Shopping carts. Cart corrals shall be provided by all establishments using shopping
carts. Cart corrals shall be uncovered and shall not occupy required parking spaces, but
shall be placed in designed locations within the parking lot or adjacent to the building, and
surrounded by landscaping with trees. When an establishment is closed, shopping carts are
to be stored either within the building or screened with a wall that is integral to the
architectural design of the building.

h. Building services.

i. The location of above ground utility facilities should be


identified early in the design process. Utility facilities shall be located where they do
not conflict with featured views, outdoor dining areas and/or site circulation. Facilities
should be accessible for maintenance and service requirements.

ii. Loading areas and docks, truck parking, overhead doors,


outdoor storage, utility meters, HVAC equipment, trash collection, and other building
service functions and areas shall be incorporated into the overall design of the building
and the landscaping so that the visual and acoustic impacts of these functions are
contained and out of view from adjacent properties and public streets. These functions
and areas shall not be on any façade facing State Highway 183, Loop 12, State
Highway 114, Spur 482, State Highway 161 or any other public street frontage.

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iii. Solid waste collection areas and ground mounted


mechanical equipment shall be screened from view from State Highway 183 Loop 12,
State Highway 114, Spur 482, State Highway 161, any other street, and any adjacent
residentially zoned property.

iv. Screening materials for solid waste collection and


loading areas shall be the same as, or of equal quality to, the materials used for the
principal building. Dumpsters shall be located in accordance with Chapter 33 of the
Code of Ordinances.

v. Roof mounted mechanical equipment, including solar


panels, shall be screened from view in accordance with Chapter 15 of the Land
Development Code.

(5) Underground utilities. All new construction to be built in the State Highway 183 Overlay
District shall have underground utilities from the building to the property line. To the extent

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possible, all new utilities extended from off-site to serve the development must also be
underground or within an easement along the rear of the property to reduce the amount of
overhead utilities along State Highway 183, Loop 12, State Highway 114, Spur 482 and State
Highway 161.

(6) Parking requirements.

a. Required parking. Parking for the uses allowed by this overlay shall be provided in
accordance with Section 52-36 of the Zoning Ordinance with the following exceptions:

i. Retail uses: 1/250 square feet

ii. Office and financial institution uses: 1/300 square feet

iii. Restaurants: 1/100 square feet

iv. Compact parking spaces are prohibited.

v. Surplus parking spaces may be provided but may not


exceed the minimum number required by this section by more than 20%. For purposes
of calculating parking requirements, the following types of parking spaces shall not
count against the maximum parking requirement, but shall count toward the minimum
requirements:

(a) Accessible parking;

(b) Bus, vanpool and carpool parking;

(c) Structured parking, underground parking or parking within, above or


beneath the building(s) it serves.

(d) Dedicated motorcycle or motor scooter parking spaces.

(e) For purposes of calculating parking requirements, fleet vehicle parking


spaces shall not count toward either the minimum or maximum parking
requirements.

vi. Exceptions to the maximum parking requirements may


be allowed in situations that meet all of the following criteria as determined by the
director:

(a) The proposed development has unique or unusual characteristics such


as high sales volume per floor area, low parking turnover, or overlapping shift
work which creates a parking demand that exceeds the maximum ratio, and which
typically do not apply to comparable uses; and

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(b) The parking demand cannot be accommodated by shared parking with


nearby uses, or by increasing the supply of spaces that are exempt from the
maximum ratio; and

(c) The request is the minimum necessary variation from the standards; and

(d) If located in a mixed use district, the uses in the proposed development
and the site design are highly supportive of the mixed use concept and support high
levels of existing or planned pedestrian activity.

vii. Retail, restaurant, office and entertainment uses shall


provide designated bicycle parking areas within 50 feet of the building entrance with a
minimum of 1 bicycle parking space for each 50 vehicle parking spaces up to a
maximum of 10 spaces.

viii. Retail, restaurant, office and entertainment uses are


encouraged to provide dedicated parking spaces for motorcycle and motor scooter
parking at a ratio of 1 space per 100 automobile parking spaces.

b. Paving standards. Parking lots, automobile display lots, internal driveways, vehicle
circulation areas and any property used for parking or storage of vehicles, trucks, trailers
or motorized equipment of any kind shall be paved with a minimum of 5 inches of 3000
pounds per square inch concrete with #3 rebar on 18 inch centers both ways. Parking lots,
driveways and internal circulation areas shall be maintained free of potholes, with a
smooth surface free of rubble, and cracks sealed. Permeable paving meeting the applicable
standards of the city may be installed in low traffic volume areas or areas that are not used
for fire lanes or loading and unloading.

c. Striping required. All required parking shall be clearly striped.

(7) Screening/fencing regulations. All screening fences required by this Overlay District or any
other provision of the Zoning Ordinance shall be a minimum of 7 feet in height, and
constructed of masonry materials in accordance with Chapter 15 of the Land Development
Code. The director may approve alternate materials that match or are consistent with either the
building on the same property or the noise walls constructed in conjunction with State
Highway 183.

(8) Sign regulations. All signs shall comply with Chapter 7 of the City of Irving Land
Development Code.

(9) Lighting regulations. Exterior lighting is not required except for purposes of public safety.
However, if installed, all exterior lighting shall meet the following standards:

a. Concealment and shielding. Light sources shall be concealed or shielded with


luminaries containing shielding, skirts or cut-offs with a cutoff angle not exceeding 90
degrees to minimize the potential for glare and unnecessary diffusion on adjacent
property. For purposes of this requirement, the angle shall be measured using a line drawn

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from the direction of light rays at the light source or reflector, and a line perpendicular to
the ground from the light source above from which no light is emitted.

Examples of 90 degree cut-off flat lens fixtures

b. Lighting to be minimized. Parking lots and other background spaces shall be


illuminated as unobtrusively as possible while meeting the functional needs of safe
circulation and protection of people and property. Foreground spaces, such as building
entrances and outside seating areas, shall utilize local lighting that defines the space
without glare. Floodlights shall not be utilized to light any portion of a building façade
after normal business hours. For purposes of this section, if the seating area of a restaurant
is closed but a drive-through remains open, the business shall be considered to be closed
and any floodlights shall be turned off.

c. Style. The style of light standards and fixtures shall be consistent with the overall
theme and design of the State Highway 183 Overlay District. Architectural styles
consistent with on-site buildings may be approved by the director. “Cobra head” fixtures,
galvanized metal poles and arm lengths greater than 4 feet are prohibited.

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d. Glare prohibited. Lighting shall not cast glare onto adjacent lots or streets in any way
that decreases the safety of pedestrians and vehicles.

e. Maximum spillover. In no case shall exterior lighting add more than one footcandle to
illumination levels at any point off-site.

f. Highlighting. Lights may be used to highlight trees and similar features within public
and private plazas, courtyards, walkways, and other similar outdoor areas at night to create
excitement and a festive ambiance.

g. Uplighting. Light fixtures used to illuminate flags, statues or any other objects
mounted on a pole, pedestal or platform shall use a narrow cone beam of light that will not
extend beyond the illuminated object.

h. Architectural lighting. Architectural lighting may be used to articulate the particular


building design or to create effects of shadow, relief, and outline that add visual interest
and highlight aspects of the building. Lighting of cornices, up lighting, and other effects
may be used. For upward-directed architectural, landscape or decorative lighting, direct
light emissions shall not be visible above the roof line.

i. Building-mounted fixtures. Building-mounted light fixtures shall be attached to walls,


and the top fixture shall not be lower than 10 feet or higher than 18 feet above finished
grade, except entry/exit lighting positioned above the entry/exit.

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j. After-hours reduction. All outdoor light not necessary for security purposes shall be
reduced, activated by motion sensor detectors, or turned off after normal business hours.

k. Flickering and flashing lights. No flickering or flashing lights shall be permitted


except for temporary decorative seasonal lighting.

l. Color. White light meeting a minimum color standard of 2800 kelvin shall be used at
all times. The use of low-sodium vapor or high-pressure sodium vapor lighting is
prohibited.

m. Security lighting. Any exterior lighting device (luminaire) designed for security
lighting shall be protected by weather- and vandal-resistant covering, be a managed light
source and directed down to minimize glare and intrusiveness.

n. Uniformity of illumination. Parking lot, driveways and pedestrian circulation route


lighting shall provide a uniform level of light throughout the entire parking area. Fixtures
shall be arranged in order to provide uniform illumination throughout the parking lot of a
3:1 uniformity ratio of average illumination to minimum illumination.

o. Height of fixtures. Freestanding light fixtures shall not exceed 20 feet in height within
50 feet of any residential zoning district, 25 feet in height within 50 to 150 feet of any
residential zoning district, and 35 feet in all other locations. For the purposes of this
requirement, height shall be measured from the top of a light fixture to the adjacent grade
at the base of the support for that light fixture.

p. Height of bases. Concrete light fixture bases shall be no taller than 18 inches.

q. Canopy lighting. Light fixtures mounted under canopies shall be recessed so that the
lens cover is recessed or flush with the bottom surface of the canopy and/or shielded to
eliminate glare on the adjacent property or right of way.

(10) Access Standards. All development subject to this section shall comply with the City of Irving
Access Policy.

(f) Residential adjacency/protection. All new development and redevelopment under this section
that abuts or is adjacent to any residential use (other than residential use within a mixed use or transit
oriented development, or a residential use accessory to a nonresidential use) shall provide for the
protection of the adjacent residential uses by complying with the following regulations.

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(1) Setback from adjacent residential for buildings up to 20 feet high:


30 feet

(2) Setback from adjacent residential for buildings over 20 feet high: 30
feet plus 3 feet for each additional 1 foot in height with a maximum of 60 feet

(3) Parking setback from adjacent residential: Minimum rear or side


setback for parking spaces: 20 feet

(4) Landscaped buffer. A landscaped buffer with a minimum width of 20


feet shall be provided adjacent to all property lines that abut residentially zoned property. The
landscaped buffer shall be planted with trees from the approved tree list at a spacing of a
maximum of 30 feet.

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(5) Screening fence. A 7 foot tall minimum masonry screening fence


constructed of masonry materials in accordance with Chapter 15 of the Land Development
Code or as approved by the director shall be provided along the property line(s) or within 20
feet of the property line(s) abutting residentially zoned property unless the residential property
is required to provide a screening fence per the approved zoning of the residential property.

(6) Lighting. Lighting shall not encroach into the residential property.
Light fixtures shall be designed to include a light cut-off feature that blocks glare and prevents
light encroachment into the residential property.

(7) Outside speakers. Outside speakers shall not be located closer than
100 feet to a residential property line and shall not be utilized between the hours of 10:00 p.m.
and 7:00 a.m. Outside speakers related to restaurant and retail drive-through facilities shall not
be located closer than 50 feet to a residential property line, and may not be utilized between
the hours of 10:00 p.m. and 7:00 a.m. if less than 100 feet away from a residential property
line.

(8) Loading areas. Loading areas within 100 feet of a residential property
line may not be used between the hours of 10:00 p.m. and 7:00 a.m.

(9) Trash containers. Trash containers within 100 feet of a residential


property line may not be serviced between the hours of 10:00 p.m. and 7:00 a.m.

(g) Vacant properties.

(1) Maintenance required. All vacant properties shall be mowed, kept clear of brush and
otherwise maintained by the owner in addition to any adjacent right of way area between the
property line and the back of curb.

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(2) Exception. Properties that are adjacent to right of way with a minimum depth of 50 feet
between the back of curb and the property line shall not be required to maintain the portion of
right of way that is beyond 50 feet of the property line.

(3) Overgrown properties. Vacant properties shall not be allowed to become overgrown
(vegetative cover exceeding 10 inches in height). Nothing within this section shall be
construed to require the removal of any existing trees unless the trees pose a safety hazard due
to their location or condition.

(not allowed)

(4) Trash and litter prohibited. Vacant properties and any adjacent right of way shall remain free
of refuse, garbage, trash, litter and debris.

(5) Definition. For purposes of this section, “vacant properties” shall be defined as any tract or lot
that is not part of any public right of way and that does not have a habitable building or
structure constructed on it.

(h) Required standards for existing developed properties not undergoing


expansion/redevelopment.

(1) Applicability. The standards established by this Section 52-64d (h) shall apply to all existing
nonresidential structures and development within the boundaries of the State Highway 183
Overlay District not covered in Section 52-64d (e).

(2) Landscaping.

a. Landscaped buffer. A 15-foot wide landscaping buffer shall be required along any
property line adjacent to the right of way of State Highway 183, Loop 12, State Highway
114, Spur 482 and State Highway 161, and a 10-foot wide landscaping buffer shall be
required along any property line adjacent to any other thoroughfare.

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b. Landscaping materials. The landscaping buffer shall include a combination of


landscaping elements including grass, ground cover, shrubs, flowers, seasonal plantings,
and trees. All landscaping materials shall be from the list of approved trees and shrubs in
Section 52-35a of the Zoning Ordinance, and be a native or adapted, heat and drought-
tolerant species with a low water demand. Trees and shrubs shall be of the sizes required
by Section 52-35a. Landscape designs with low water demand are encouraged. Landscape
designs and hardscape elements including plazas, planters, benches, fountains, art,
boulders, tables and similar features may be permitted as part of an overall landscaping
plan subject to approval by the director.

c. Trees required within landscaped buffer. Within the 15-foot and 10-foot wide
landscaping buffers, 1 tree shall be planted for each 40 feet of linear frontage of the
landscaped buffer. Trees should be staggered, clustered and otherwise arranged in
landscaped areas rather than spaced evenly across the frontage of the property in order to
enhance the visibility of the buildings.

d. Screening of parking. The 15-foot and 10-foot wide landscaping buffers shall also
include a row of shrubs, a berm or a masonry wall a minimum of 3 feet tall to screen
parking and driveways within the development. The shrubs, berm or wall may be located
anywhere within the landscaping buffer, but shall not create a visibility obstruction at
intersections or driveways. Shrubs shall be planted in a planting bed and be a minimum of
18 inches tall at time of planting, and shall be planted no more than 3 feet apart. The area
within the planting bed separating the shrubs shall be planted with native grasses from the
list in Section 52-64d (k)(1)e. below. Berms shall be covered with grass or ground cover.
Masonry walls shall be of the same materials and colors as the main building on the
property. See Section 52-64d (i)(4)a. for specific provisions for automobile sales lots.

e. Driveways and sidewalks within landscaped buffers. The landscaped buffers may be
crossed by perpendicular or angled entry or exit driveways that comply with the City of
Irving Access Policy, but may not be utilized for on-site circulation or fire lanes. The
landscaped buffers may include a sidewalk not less than 6 feet or more than 8 feet in
width. If a sidewalk is placed within the required landscaped buffer, the sidewalk shall be
incorporated into the landscaping plan by including such features as enhanced pavers,
bricks, scored concrete or stamped asphalt, a meandering path, benches or other elements
that enhance the pedestrian experience but without compromising safety or accessibility
requirements.

f. Parking lot trees. All parking lots shall be landscaped with a minimum of 1 tree for
every 30 parking spaces. Trees may be evenly spaced throughout the parking lot, or
clustered in landscaped island areas, along major drives and fire lanes, or otherwise
distributed within the parking area. However, a minimum of 50 percent of the total
required trees shall be within the interior of the parking lot, and not distributed around the
perimeter of the parking lot. Each tree shall be planted in an area no smaller than 5 feet by
5 feet. See Section 52-64d (i)(4)a. for specific provisions for automobile sales lots.

g. Maintenance of adjacent rights of way. Areas of public rights of way between a


property line and the back of curb of the frontage road or travel lane of an adjacent street
shall be maintained by the adjacent property owner, including mowing and irrigation of

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grass, removal of trash and litter, and maintenance of the landscaping unless prohibited by
the Texas Department of Transportation or the City of Irving. If the right of way area
exceeds 50 feet in depth, the adjacent property owner shall be required to maintain only
the 50 feet of right of way immediately adjacent to the property owner’s property line.

h. Irrigation system required. All landscaping on the premises and within the right of
way shall be irrigated by an automatic irrigation system installed in accordance with all
applicable ordinances and policies. All main lines, zone control valves, controllers,
backflow valves and wiring shall be installed outside of the public right of way. Any water
lines, shut off valves or sprinkler heads installed in the right of way shall comply with the
standards of the Texas Department of Transportation.

i. Maintenance required. All landscaping shall be maintained in a healthy condition at


all times. Dead or damaged landscaping shall be replaced immediately. The director may
approve a delay in replacing dead or damaged landscaping not exceeding 180 days due to
seasonal or other considerations that would justify a postponement. Additional
postponement may be granted by the director in drought or other declared water
emergency conditions.

j. Alternate landscaping plan. The director may approve alternate landscaping plans
that meet the spirit and intent of this Overlay. Criteria for approving an alternate
landscaping plan include, but are not limited to, (1) the landscaping plan provides the
required number of trees or total landscaped area, but not in the locations required by this
Overlay; (2) the landscaping plan maximizes the amount of landscaping while keeping the
required number of parking spaces within 20 percent of the minimum number of spaces
required by this Overlay; (3) compliance with the landscaping requirements would create a
parking shortage greater than 20% of the minimum requirement, or (4) restrictions exist
that are beyond the control of the property owner (such as transit-related easements or
cross-access easements existing as of the effective date of this ordinance) that prevent
installation of landscaping in the required location. Nothing in this section shall be
construed to require the demolition of a building to create the landscape buffer. The
director is not required to approve an alternate landscaping plan, but may for any reason
chose to disapprove it. Appeals to the director’s disapproval shall be processed in the same
manner as for a variance to Section 52-35a of the Zoning Ordinance.

k. Deadline for installation. All landscaping required by this subsection shall be


installed no later than 3 years after completion of frontage road construction work along
the particular property’s frontage, or upon issuance of a new certificate of occupancy,
whichever occurs first. Should a new certificate of occupancy be issued prior to
completion of frontage road construction work along the property’s frontage, the planting
of trees and other landscaping along the frontage may be deferred until 3 years after
completion of the frontage road construction, however the landscaped area shall be
planted with grass or ground cover, and maintained and irrigated in accordance with
subsections g., h. and i. above. For properties included in the State Highway 183 Overlay
that do not front directly onto State Highway 183 but are within 300 feet of the right of
way of State Highway 183, the landscaping required by this subsection shall be installed
no later than 3 years after completion of the portion of the frontage road nearest the
particular property. For properties included in the State Highway 183 Overlay that front

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only Loop 12, State Highway 114, Spur 482 or State Highway 161, landscaping will be
required at the time of initial development or redevelopment that constitutes at least 51%
of the current value of the property as established by the latest approved city tax roll
prepared by the Dallas Central Appraisal District.

(3) Underground utilities. All new utilities extended to an existing building must be installed
underground from the building to the property line. To the extent possible, all new utilities
extended from off-site to serve the development must also be underground or within an
easement along the rear of the property to reduce the amount of overhead utilities along State
Highway 183, Loop 12, State Highway 114, Spur 482 and State Highway 161.

(4) Parking requirements.

a. Required parking. Parking for the uses allowed by this overlay shall be provided in
accordance with Section 52-36 of the Zoning Ordinance with the following exceptions:

i. Retail uses: 1/250 square feet

ii. Office and financial institution uses: 1/300 square feet

iii. Restaurants: 1/100 square feet

iv. Compact parking spaces are prohibited.

v. Surplus parking spaces may be provided but may not


exceed the minimum number required by this section by more than 20%. For purposes
of calculating parking requirements, the following types of parking spaces shall not
count against the maximum parking requirement, but shall count toward the minimum
requirements:

(a) Accessible parking;

(b) Bus, vanpool and carpool parking;

(c) Structured parking, underground parking or parking within, above or


beneath the building(s) it serves.

(d) Dedicated motorcycle or motor scooter parking spaces.

(e) For purposes of calculating parking requirements, fleet vehicle parking


spaces shall not count toward either the minimum or maximum parking
requirements.

vi. Exceptions to the maximum parking requirements may


be allowed in situations that meet all of the following criteria as determined by the
director:

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(a) The proposed development has unique or unusual characteristics such


as high sales volume per floor area, low parking turnover, or overlapping shift
work which creates a parking demand that exceeds the maximum ratio, and which
typically do not apply to comparable uses; and

(b) The parking demand cannot be accommodated by shared parking with


nearby uses, or by increasing the supply of spaces that are exempt from the
maximum ratio; and

(c) The request is the minimum necessary variation from the standards; and

(d) If located in a mixed use district, the uses in the proposed development
and the site design are highly supportive of the mixed use concept and support high
levels of existing or planned pedestrian activity.

vii. Retail, restaurant, office and entertainment uses shall


provide designated bicycle parking areas within 50 feet of the building entrance with a
minimum of 1 bicycle parking space for each 50 vehicle parking spaces up to a
maximum of 10 spaces.

viii. Retail, restaurant, office and entertainment uses are


encouraged to provide dedicated parking spaces for motorcycle and motor scooter
parking at a ratio of 1 space per 100 automobile parking spaces.

b. Paving standards. Parking lots, automobile display lots, internal driveways, vehicle
circulation areas and any property used for parking or storage of vehicles, trucks, trailers
or motorized equipment of any kind shall be maintained free of potholes, with a smooth
surface free of rubble, and cracks sealed. Permeable paving meeting the applicable
standards of the city may be installed in low traffic volume areas or areas that are not used
for fire lanes or loading and unloading. If an existing parking lot is upgraded to the degree
that 51% or more of the base of the parking lot is being replaced, then any overhead
utilities on the property shall be relocated underground concurrently with the upgraded
paving.

c. Striping required. All required parking shall be clearly striped.

(5) Screening/fencing regulations.

a. Height and materials. Screening fences required by this Overlay District or any other
provision of the Zoning Ordinance shall be a minimum of 7 feet in height, and constructed
of masonry materials in accordance with Chapter 15 of the Land Development Code or as
approved by the director that matches either the building on the same property or the noise
walls constructed in conjunction with State Highway 183. Any screening fence or wall
placed adjacent to a noise wall constructed in conjunction with State Highway 183 shall
match the height, materials and design of the noise wall.

(i) Permitted uses and area requirements.

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(1) Exceptions for properties with site plan zoning. Properties with Detailed Site Plan (S-P-1) or
Generalized Site Plan (S-P-2) zoning shall comply with the requirements of their respective
site plan zoning relative to any specific provisions for uses, setbacks, height, parking,
landscaping and/or signage. Unless otherwise specifically delineated on an approved site plan,
the standards of the State Highway 183 Overlay District shall take precedence over any other
less specific standard of the site plan.

(2) Land uses with specific approval processes. Land uses with specific requirements and approval
processes established elsewhere in the Zoning Ordinance such as, but not limited to, hotels,
nondepository financial institutions, restaurants with the accessory use of the sale of alcoholic
beverages, wireless telecommunications facilities, environmentally sensitive land uses and
multifamily development remain subject to the specific requirements and approval processes
established for such uses elsewhere in the Zoning Ordinance.

(3) Segments.

Existing development along State Highway 183 includes many types of land uses ranging from low-
density single family to heavy industrial. Future development and redevelopment is expected to include
a range of land uses, but in a different pattern. For this reason, this Overlay District divides the State
Highway 183 corridor into distinct segments, each with its own particular list of permitted uses, all of
which are subject to the development standards listed in the previous subsections.

Uses are permitted in the various segments of the State Highway 183 Overlay District in accordance
with the following Use Chart. The uses permitted by the Use Chart take precedence over any uses
permitted or not permitted by the base zoning of any particular property with the exception of
properties zoned Detailed Site Plan (S-P-1) or Generalized Site Plan (S-P-2) (see Section (i)(1) above).

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SEGMENTS
A SH 183 (Western City Limits-Esters Road)
B SH 183 (Esters Road - Belt Line Road)
C North side SH 183 (Belt Line Road - Story Road)
D South side SH 183 (Belt Line Road - Story Road)
E North side SH 183 (Story Road - O'Connor Road)
F South side SH 183 (Story Road - O'Connor Road)
G North side SH 183 (O'Connor Road - BNSF Railroad)
H South side SH 183 (O'Connor Road - BNSF Railroad)
I North side SH 183 (BNSF Railroad - Loop 12)
J South side SH 183 (BNSF Railroad - Loop 12)
North side SH 183 (Loop 12 - Eastern City Limits); & north side of Spur
K 482, north of SH 114, east of Loop 12
L South side SH 183 (Loop 12 - Eastern City Limits)
M North side of Texas Plaza, north of SH 114 and west of Loop 12

Uses Segment
Open Space and Parks A B C D E F G H I J K L M
Enhanced landscaping l l l l l l l l l l l l l
Gateway features l l l l l l
Open Space l l l l l l l l l l l l l
Trail system linkage l l l
Residential A B C D E F G H I J K L M
Medium/high density residential (18+ du/a) l l l l
Educational or Institutional A B C D E F G H I J K L M
Government buildings and uses l l l l l l l l l l l l l
Museum l l l l l l l l l l l l l
Religious assembly l l l l l l l l l l l l l
Trade or vocational school l l l l l l l l l l l l l
University or college l l l l l l l l l l l l l
Medical A B C D E F G H I J K L M
Hospital l l l
Medical or dental clinic l l l l l l l l l l l l l
Medical or dental laboratory l l l l l l l l l l l l l
Veterinary clinic/hospital l l l l l l l l l l l l l
Office and Financial A B C D E F G H I J K L M
Depository Financial institution with or
without drive-through l l l l l l l l l l l l l
Office, general l l l l l l l l l l l l l

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SEGMENTS
A SH 183 (Western City Limits-Esters Road)
B SH 183 (Esters Road - Belt Line Road)
C North side SH 183 (Belt Line Road - Story Road)
D South side SH 183 (Belt Line Road - Story Road)
E North side SH 183 (Story Road - O'Connor Road)
F South side SH 183 (Story Road - O'Connor Road)
G North side SH 183 (O'Connor Road - BNSF Railroad)
H South side SH 183 (O'Connor Road - BNSF Railroad)
I North side SH 183 (BNSF Railroad - Loop 12)
J South side SH 183 (BNSF Railroad - Loop 12)
North side SH 183 (Loop 12 - Eastern City Limits); & north side of Spur
K 482, north of SH 114, east of Loop 12
L South side SH 183 (Loop 12 - Eastern City Limits)
M North side of Texas Plaza, north of SH 114 and west of Loop 12

Uses Segment
Retail & Dining A B C D E F G H I J K L M
Building material sales (indoor) l l l l l l l l l l l l l
Convenience store l l l l l l l l l l l l l
Drive-in restaurant l l l l l l l l l l l l l
Furniture and appliance sales l l l l l l l l l l l l l
Gasoline service station l l l l l l l l l l l l l
Grocery store l l l l l l l l l l l l l
Restaurant, with or without drive-through l l l l l l l l l l l l l
Retail sales l l l l l l l l l l l l l
Retail store, general l l l l l l l l l l l l l
Heavy Commercial & Services A B C D E F G H I J K L M
Auto parts and accessories, sales and
installations l l l l l l l l l l l l l
Auto repair garage l l l l l l l l l l l l l
Car wash l l l l l l l l l l l l l
Dry cleaning and laundry service l l l l l l l l l l l l l
General personal services l l l l l l l l l l l l l
New automobile and light truck sales,
rental and service; conditional used
automobile sales; used automobile and
trucks as an accessory use - see Sec. i(4)a* l l l l l
Trade services l l l l

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SEGMENTS
A SH 183 (Western City Limits-Esters Road)
B SH 183 (Esters Road - Belt Line Road)
C North side SH 183 (Belt Line Road - Story Road)
D South side SH 183 (Belt Line Road - Story Road)
E North side SH 183 (Story Road - O'Connor Road)
F South side SH 183 (Story Road - O'Connor Road)
G North side SH 183 (O'Connor Road - BNSF Railroad)
H South side SH 183 (O'Connor Road - BNSF Railroad)
I North side SH 183 (BNSF Railroad - Loop 12)
J South side SH 183 (BNSF Railroad - Loop 12)
North side SH 183 (Loop 12 - Eastern City Limits); & north side of Spur
K 482, north of SH 114, east of Loop 12
L South side SH 183 (Loop 12 - Eastern City Limits)
M North side of Texas Plaza, north of SH 114 and west of Loop 12

Uses Segment
Warehouse & Industrial A B C D E F G H I J K L M
General industrial services l l l l
Light assembly/fabrication l l l l
Light manufacturing l l l l
Mini storage l l l l l l l l
Research and development laboratory l l l l l l
Warehouse l l l l
Welding shop l l l l
Wholesale distribution l l l l
Travel, Leisure, and Entertainment A B C D E F G H I J K L M
Bowling alley l l l l l l l l l l l l l
Cinema l l l l l l l l l l l l l
Entertainment uses l l l l l l l l l l l l l
Hotels, in accordance with Section 52-35b l l l l l l l l l
Mixed Uses A B C D E F G H I J K L M
Mixed Use l l l l l l l l l l l l l
Transit Oriented Development (within ¼
mile of rail transit station) l l l l l l

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(4) Use-specific standards.

a.Automobile sales lots.

i. Properties developed and operating as a franchised new automobile


sales lot on the effective date of this ordinance as noted on the attached map labeled
Exhibit B are hereby approved for such use and may continue to be used for franchised
new automobile sales. Properties developed and operating as a corporate owned used
automobile sales lot on the effective date of this ordinance that have (1) a minimum of 5
acres of land, (2) a sales and service building of a minimum of 20,000 square feet with 4
service bays that provide repairs and make-ready services for automobiles being sold,
and (3) a display area of a minimum of 100 automobiles as noted on the attached map
labeled Exhibit B are also hereby approved for such use and may continue to be used for
used automobile sales.

ii. Notwithstanding any provisions of Section 52-64d (i)(1) above, the


sale of used automobiles as a principal use with no accessory use relationship with a
franchised new automobile sales business along State Highway 183 and that does not
comply with the standards of Section52-64d (i)(4)a.i. above is not allowed in the State
Highway 183 Overlay District. Properties developed and operating as a used automobile
sales lot on the effective date of this ordinance as noted on the attached map labeled
Exhibit C shall be considered nonconforming uses.

iii. Should the use of a property for the sale of automobiles be


discontinued or abandoned for a period of 24 consecutive months, then such use may not
be resumed, and all future use of the property shall be in accordance with the Use Chart
in Subsection (3) above. Properties formerly used for an automobile sales lot that are
closed or inactive as of the effective date of this ordinance shall be subject to this
section. Any of the following conditions, events or conduct shall constitute the
discontinuance or abandonment of the auto sales use regardless of the intent of the
owner:

(a) the use changes to a use other than automobile sales,

(b) the closure or cessation of the use for a period of 24 consecutive months,

(c) water service or other public utility service is discontinued for a period of 24
consecutive months with the exception of water service to an irrigation-only meter,
or

(d) failure of the owner to initiate repairs or reconstruction within a period of 24 months
in the event the automobile sales use suffers damage or destruction from fire, storm,
flood or other disaster.

iv. Properties developed and operating as an automobile sales lot on the


effective date of this ordinance as noted in the attached Exhibit B shall be required to
comply with the following design standards in subsections v. thru xv. All improvements
required by these subsections shall be completed no later than 3 years after completion

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of frontage road construction work along the particular property’s frontage, or upon
issuance of a new certificate of occupancy, whichever occurs first. Should a new
certificate of occupancy be issued prior to completion of frontage road construction
work along the property’s frontage, the planting of trees and other landscaping along the
frontage may be deferred until 3 years after completion of the frontage road
construction.

v. Automobile sales lots shall have a minimum area of 3 acres.


Dealerships with multiple lots or tracts shall aggregate through platting the separate lots
or tracts into one in order to provide proper access and circulation.

vi. In addition to the landscaping required by Section 52-64d (h)(2)


above and subject to the same deadline for installation, automobile sales display areas
visible from a public street right-of-way shall be landscaped with a minimum of one 4”
caliper tree per each 30 display spaces.

vii. All vehicles displayed outdoors must be displayed on the ground, and
not artificially elevated by ramps, cranes, lifts, hills, slopes or any other artificial means.
Parking vehicles for display in the right of way, landscape buffer area or required
parking setback is prohibited.

viii. Canopies, awnings or other structures built to cover vehicles


displayed for sale shall comply with the required setbacks from property lines, and be
consistent with the design and colors of the principal buildings on the property. Such
structures shall be designed to include architectural details and enhancements, and shall
not resemble flat-roof carports. Such structures need not comply with the building
material requirements of Section 52-64d (e)(3).

ix. Newly constructed automobile display lots, internal driveways,


vehicle circulation areas and any property used for parking or storage of vehicles, trucks,
trailers or motorized equipment of any kind shall be striped and paved with a minimum
of 5 inches of 3000 p.s.i. concrete with #3 rebar on 18 inch centers both ways. New and
existing parking lots, driveways and internal circulation areas shall be maintained free of
potholes, with a smooth surface free of rubble, and cracks sealed. Permeable paving
meeting the applicable standards of the city may be installed in low traffic volume areas
or areas that are not used for fire lanes or loading and unloading.

x. Service activities shall be clearly incidental to the vehicle sales


operation.

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xi. Vehicle service activities shall occur within a completely enclosed


building.

xii. Vehicles which have visible body damage shall be stored completely
within an enclosed building, or within an area completely enclosed by a masonry fence a
minimum of 7 ft tall. Any outside storage of such vehicles inside a masonry fence shall
not be located less than 100 feet from the State Highway 183 right of way.

xiii. Vehicle loading and unloading activities may take place only within
the property (no maneuvering in the right-of-way), and may not occur between the hours
of 10:00 p.m. and 7:00 a.m. if the property abuts residential zoning.

xiv. Banners, streamers, pennants, inflatable signs, characters and


materials, and other non-permanent signs are prohibited.

xv. Newly erected flagpoles shall not exceed fifty feet in height. Flag
poles existing as of the date of this ordinance that exceed fifty feet in height may remain.

b. Big box retail.

i. Stand alone retail buildings with a floor area of 50,000 square feet or more shall be
designed such that the front façade has a minimum of three distinct sections to appear as
if to accommodate at least three separate occupants.

ii. The building shall have clearly defined, highly visible customer entrances with a
minimum of three of the following features: canopies, porticos, overhangs,
recesses/projections, raised corniced parapets over the doors, peaked roof forms, outdoor
patios, display windows, arcades, arches, wing walls, and integral planters.

iii. Covered waiting areas shall be provided adjacent to all public entrances extending a
minimum of 10 feet on both sides of the doors. Benches or other seating facilities shall
be provided in the waiting areas.

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iv. All sides of the building shall comply with the articulation standards of subsection
52-64d (e)(3) above.

v. A 7.5-ft. deep landscaped buffer shall be provided along the base of the wall of the
building except for entrances and loading areas. The landscaped buffer shall include
grass or ground cover and a combination of trees, shrubs, seasonal plants and/or other
landscaping elements.

vi. A variation in roof lines shall be provided to provide visual interest and reduce the
massive scale of large buildings. Roof features shall incorporate a minimum of two of
the following features: parapets screening flat roofs and rooftop equipment, overhanging
eaves, sloped roofs, three or more roof planes, repeating patterns of changes in color,
texture and material modules.

vii. Façade colors shall be low reflectance, subtle, neutral or earth tone colors. The use of
high intensity, metallic or fluorescent colors is prohibited.

viii. Building trim and accent areas may feature brighter colors, including primary colors,
however neon, argon or similar type tubing is not allowed.

c.Transit Oriented Development

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i. Transit oriented development shall be a permitted use on those properties for which such
use is indicated as allowed in the Use Charts in Section 52-64d (i).

ii.Transit oriented development shall comply with the design standards established in
Section 52-32g of the Zoning Ordinance.

iii. Approval of transit oriented development projects shall be in accordance with all the
requirements of Section 52-32g (i) with the exception that no zoning change application
is required.

d.Mixed Use Development

i. Mixed use development shall be a permitted use on those properties for which such use
in indicated as allowed in the Use Charts in Section 52-64 (i).

ii. The mixed use category is established to encourage and facilitate the development of
large-scale, distinctive regional centers containing a concentrated mix of land uses in the
same structure or in close proximity. Such centers should include major economic
generators with a regional market draw such as regional retail centers, major employers,
restaurants, theaters, hotels and relatively dense office development. The center should
contain a broad mix of complementary uses including high-density residential, civic and
public facilities, parks and open space. Development should facilitate and encourage
pedestrian travel between residential and nonresidential uses. Transit facilities and
pedestrian-friendly elements are important components of mixed use centers.

iii. Mixed use development should have a minimum area of 12 acres. Residential
development should provide a minimum density of 18 dwelling units per acre.

iv. New mixed use development shall establish a regular pattern of blocks that encourages
pedestrian circulation without unduly limiting vehicular traffic. Connectivity to adjacent
neighborhoods is to be provided with access to surrounding residential neighborhoods
limited to the lower density and residential component of the mixed use development.
The site should be designed to limit the amount of commercial traffic coming to and
going from the development through residential neighborhoods, while encouraging
pedestrian access from adjacent neighborhoods.

v. Streetscape design shall include public sidewalks within pedestrian access easements a
minimum of 16 feet wide and a maximum of 18 feet wide on all sides of all streets
(excluding any frontage on State Highway 183, Loop 12, State Highway 114, Spur 482
or State Highway 161). The sidewalk area shall incorporate both a street tree/furniture

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area a minimum of 6 feet in width adjacent to the curb of the street and a clear area
between the street tree/furniture area and the face of the buildings. Street trees shall be
planted along all internal streets in the mixed use development (excluding any frontage
on State Highway 183, Loop 12, State Highway 114, Spur 482 or State Highway 161)
within the street tree/furniture area at an average spacing of 20 to 30 feet on center. The
street tree/furniture area may also be used for the placement of seating, street lights,
planters, waste receptacles, bicycle racks, utility structures and similar elements.
Outdoor seating for restaurants is allowed within the clear zone area as long as a
minimum 6 feet wide unobstructed walkway is maintained.

vi. A minimum of 75% of a building’s façade facing a public street shall be brought up to
the edge of the clear zone.

vii. Crosswalks across streets and driveways shall be constructed of pavers and shall be
installed over a concrete sub-base and comply with the minimum design standards of the
City. The City shall be responsible for maintenance of pavers in public streets only.
Adjacent property owners shall be responsible for maintenance of pavers in private
streets and driveways.

viii. Sidewalks along the streets shall include accent areas of pavers comprising a minimum
of 30 percent of the paved walkway surface. All sidewalk paving shall be installed over
a sub-grade approved by the City and shall be maintained by the adjacent property
owner.

ix. Ground-floor facades that face public streets or other public areas (outdoor gathering
spaces, parks or open space, parking areas) shall incorporate pedestrian-oriented design
features into no less than 60 percent of their horizontal length. Pedestrian-oriented
design features may include arcades, display windows, entryways, awnings, shaded
sidewalks or other similar features approved by the director.

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x. Commercial uses such as retail, restaurant, personal services and small offices shall be
located at the street level of a mixed use development, with support residential and
larger office uses located on the upper floors within the same building or in other
buildings nearby.

xi. Parking structures shall be wrapped by retail, office or residential uses along at least 60
percent of the ground-floor frontage on all public and private streets.

xii. Residential uses incorporated within a mixed use district shall be visually and/or
physically integrated with nonresidential uses by being (a) vertically located above
street-level commercial uses or (b) horizontally integrated into the site by being located
between the highest density uses within the center and the adjacent neighborhood, and
by including pedestrian connections that include a clear pedestrian circulation system
that minimizes conflict between pedestrian and vehicular movements and encourages
pedestrian activity between residential and nonresidential uses.

xiii. Parking areas shall be limited to structure or below-grade with the exception of on-
street parking and minimal surface parking areas to support retail uses and stand-alone
restaurants. On-street parking shall not be designated per individual businesses or
occupancies, but may count toward the minimum parking requirements for the entire
structure along the adjacent frontage. Parallel parking, head-in parking along streets
and/or minimal surface parking is permitted subject to approval through the site plan
approval process.

xiv. All mixed use developments shall dedicate a minimum of 2 percent of the net site area
to one of the following types of outdoor gathering spaces or pedestrian amenities that
shall be located so as to be readily accessible and usable by residents and visitors to the
development: (a) a landscaped private common open space for use of residents,
employees and visitors to the development, or (b) a playground, patio or plaza with
outdoor seating area with a minimum area of 400 square feet. Where significant natural
or scenic resources exist on a site, the developer shall give priority to their preservation
as an outdoor gathering area. Private yards, public or private streets or rights of way, and
parking areas and driveways shall not be counted toward this requirement.

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xv. Approval of mixed use developments shall be in accordance with the same
requirements as for a transit oriented development as provided in Section 52-32g (i) with
the exception that no zoning change application is required.

(5) Area Regulations. The following minimums and maximums shall be required for any
development within the State Highway 183 Overlay District except for transit oriented development or
mixed use development:

a. Minimum front yard setback: 30 feet from any street right of way

b. Minimum rear and side yard setback:

10 feet abutting non-residential use or zoning

30 feet for buildings up to 20 feet high abutting residential use or zoning

30 feet plus 3 feet for each additional 1 foot in height above 20 feet for buildings over 20 feet high
abutting residential use or zoning

c. Minimum parking setback:

30 feet from State Highway 183

15 feet from any other street right of way

20 feet from residential use or zoning

d. Minimum separation between buildings: 0 feet

e. Lot width: 80 feet

f. Lot depth: 100 feet

g. Maximum height: 150 feet.

h. Maximum impervious lot coverage: 80%

(j) Nonconforming uses.

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Uses and structures that are rendered nonconforming by this Section 52-64d shall be governed by
the provisions of Section 52-47 Nonconforming uses of the Zoning Ordinance.

(k) Design guidelines for public rights of way and property.

The freeway rights of way belong to the public and should provide a visually pleasing experience.
Public rights of way and other publicly owned properties should provide the same level of high quality
design, materials, sustainability and maintenance as that required of private property.

Public rights of way should be landscaped and maintained in an attractive, sustainable manner. Lighting
should be installed and maintained according to the theme and nature of its location. Traffic control
cabinets, utility cabinets, switchgear and similar installations should be screened with landscaping,
berms and/or walls. Utilities should be installed underground. Noise walls, bridge abutments and
roadway slopes should be enhanced with landscaping, graphics and other elements.

In accordance with Irving City Council Resolutions 11-18-99-537, 1-10-02-017, and 10-30-03-391, the
following minimum standards should be incorporated into the design and construction of improvements
within the State Highway 183 right of way.

(1) Landscaping standards.

a.Selection of materials. The installation and continuous maintenance of landscaping is


extremely important. Landscape materials in areas that are completely surrounded by
public right of way and not able to be maintained by an owner of an adjacent tract or lot
should be chosen for their heat and drought tolerance and overall hardiness. The planning
and implementation of all improvements should include long-term maintenance costs with
respect to plantings, structures, surface treatments and other material along the highway.

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b.Visual appeal. Landscaping and treatment of unpaved portions of right of way contribute
both aesthetically and functionally to the overall character of the State Highway 183
corridor and shall establish a higher level of visual appeal than traditional treatments in the
past.

c.Grasses. Native grasses shall be required in all unpaved portions of right-of-way that do not
abut private property for ease of maintenance. Allowable species are listed in section
(k)(1)e. below.

d.Trees. If the area between the curb of the State Highway 183 frontage road and the property
line is more than 10 feet deep, then native or adapted, heat and drought tolerant trees
selected from the list in subsection (k)(1)e. below shall be planted within the right-of-way
a minimum of 10 feet from the back of curb. Trees shall be planted at a ratio of 1 tree per
each 60 feet of frontage, and should be staggered, clustered and otherwise arranged in
landscaped areas rather than spaced evenly across the frontage of the property.

e.Recommended species. Trees, shrubs and grasses within unpaved areas that are completely
surrounded by right-of-way shall be selected from the following species:

Trees

• Ash, Texas • Oak, Chinquapin


• Cypress, Bald • Oak, Live “High Rise”
• Elm, Cedar • Oak, Texas Red
• Maple, Shantung • Pine, Mondel

Ornamental Trees

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• Holly, Foster • Myrtle, Crepe, tree form


• Holly, Yaupon

Shrubs

• Crepe Myrtle, dwarf • Nandina, (many varieties)


• Hawthorne, Indian (many • Rose, Knockout
varieties) • Sage, Texas
• Holly, Dwarf Burford • Wax Myrtle, Dwarf
• Holly, dwarf yaupon

Grasses

• Miscanthus, many varieties


• Weeping Love Grass
• Indian Feather Grass
• Gulf Muhly

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f. Civic art. Civic art should be incorporated into any permanent features that complement the
environment in which it is placed.

(2) Interchanges.

a. Interchange design. Interchanges at major intersections become landmarks that signify


transitions from one segment of the corridor or neighborhood to the next, and create opportunities to
identify those areas through planting, public art or other features. Interchanges should be designed to
reflect the adjacent land use or community, and serve as dividers between distinct land uses.

b. Interchange elements. Interchanges shall incorporate sustainable landscaping, architectural and


art elements to clearly identify the location as an Irving destination.

(3) Retaining walls. The visual impact of retaining walls shall be softened by the use of graphics,
murals, varying patterns of masonry and mortar, stamped concrete, native stone materials,
landscaping, and other visual enhancements.

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(4) Sound walls. Sound walls shall be designed to complement the surrounding development in
the particular portion of the corridor in which they are placed. Artwork, graphics, murals and
other visual enhancements shall be included in accordance with the theme of the area.
Enhancements shall include both sides of the wall, not just the State Highway 183 side, and
should incorporate areas of open space, landscaping, sidewalks and other amenities.

(5) Signage. The location, frequency and graphics of signage of the highway corridor are limited
by state, federal and safety standards. However, graphics should be arranged to produce a
coordinated and coherent system by having consistent visual continuity in the layout of the
graphics and sign supports, incorporating concrete columns with architectural enhancements
with steel trusses that completely span main lanes, ensuring even alignment of signs on
structures and following a uniform design.

(l) Administration.

(1) To encourage creative and unique design, “alternative equivalent compliance” allows
development to occur in a manner that meets the intent of this Section 52-64d, yet through an
alternative design that does not strictly adhere to the standards of this Section 52-64d. This is not a
general waiver of regulations. Rather, this section authorizes a site-specific plan that is equal to or
better than the strict application of the standards.

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The director may approve alternative equivalent compliance with these design standards in specific
instances if the applicant demonstrates that the proposed alternative:

a. achieves the intent of the subject standard to the same of better degree than the
subject standard;

b. advances the goals and polices of the State Highway 183 Overlay to the same or
better degree than the subject standards;

c. results in benefits to the community that are equivalent to or exceed the benefits
associated with the subject standard;

d. imposes no greater impacts on adjacent properties than would occur through


compliance with the specific requirements;

e. is compatible with surrounding development;

f. complies with all other requirements of the approved zoning of the property;

g. is an enhancement beyond the minimum design standards;

h. incorporates architectural design and creativity; and

i. provides other enhancements such as landscaping, signs, screening, paving, and tree
preservation beyond the minimum standards.

(2) Modifications to these standards may also be requested through the S-P-1 or S-P-2 zoning
process. Requests for S-P-1 or S-P-2 zoning shall be processed the same as any other zoning
request.

(3) Building permit applications for projects that comply with the approved zoning and the
design standards established by this Section 52-64d may be issued by the director without
the need for any other public hearing or site plan approval.

(4) Photos, drawings and other illustrations included in this Section 52-64d are for
informational purposes only and are intended to provide examples of the types of standards
envisioned by these regulations. Such illustrations are not all-encompassing, and should
there be a conflict between a photo or illustration and the text of this Section 52-64d, the
text shall control.

(m) Definitions

(1) For purposes of this Section 52-64d, all definitions shall be per Section 52-75
with the following exceptions which shall be defined as follows:

(2) Entertainment uses: establishments that provide food, drink and entertainment
to persons on the premise, including such uses as public and private park and recreation

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area, golf course and country club, driving range, miniature golf, dance and assembly hall,
amusement park, commercial amusement, concert venue, and meeting/conference center.

(3) Gateway Features: enhanced landscaping, signage, public art, architectural


treatments, sculpture and similar public or private improvements which serve to mark the
entrance areas to Irving along State Highway 183, Loop 12, State Highway 114, Spur 482
and State Highway 161.

(4) General industrial services: establishments such as construction materials


storage, welding shops, machine shops, electric motor repair, truck and heavy equipment
servicing and repair.

(5) General personal services: establishments that provide individual services


related to personal needs directly to customers at the site of the business, or that receive
goods from or return goods to the customer that have been treated or processed at that
location or another locations such as, but not limited to, day care centers, dry cleaning and
laundry services, pharmacy, shoe repair, beauty or barber shops, massage therapy, tanning
salons, mortuary or funeral home, tattoo parlor or piercing studio, and nail salon.

(6) Mini-storage: a building or group of buildings containing one or more


compartmentalized storage units for rent or lease, the use of which is restricted solely to the
inside storage of customer’s goods or wares. The conduct of sales, business or any other
activity within the individual storage units other than storage shall not be allowed. The
business may also include on-site dwelling accommodations for the manager or for security.

(7) Retail sales, or retail store, general: shall refer to retail stores and uses
completely within an enclosed building. No structure shall be erected, converted, or
constructed to allow for the interior passage of motor vehicles for the retail sales or delivery
of foods or beverages.

(8) Trade services: establishments for contractor businesses such as, but not
limited to plumbing, electrical, heating and air conditioning, painting, construction, welding,
irrigation, security systems, swimming pools, and similar contractual services.

SECTION 2. That the State Highway 183 Overlay District is hereby established for the
property described in Section 52-64d (c) of Section 52-64d State Highway 183 Overlay District,
and the City Planner is hereby directed to revise the Official Zoning Maps of the City of Irving,
Texas, attached to Ordinance No. 1144 to show this overlay district.

SECTION 3. Any person violating any of the provisions of this ordinance shall be deemed guilty of a
misdemeanor, and each such person shall be deemed guilty of a separate offense for each and every day
during which any violation is committed, continued, or permitted, and upon conviction of any such
violation such person shall be punished by a fine in an amount not less than one dollar ($1.00) nor more
than two thousand dollars ($2,000.00).

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SECTION 4. That this ordinance shall take effect immediately from and after its passage and
publication as provided by law.

SECTION 5. Should any paragraph, sentence, clause, phrase, or section of this ordinance be
adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this
ordinance as a whole or any part or provision thereof, other than the part so declared to be invalid,
illegal, or unconstitutional, and shall not affect the validity of the comprehensive zoning ordinance as a
whole.

SECTION 6. That this ordinance shall prevail over any other ordinance which is in conflict
with the provisions of this ordinance.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on the
third day of February, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

Packet Pg. 337


33

Packet Pg. 338


33

Packet Pg. 339


33

Packet Pg. 340


33.a

City of Irving

City Council Agenda Item Summary

Zoning Case #ZC1 0-0003


Adopting and Establishing the State Highway 183 Overlay District

Agenda Date: February 3, 2011

Applicant: City of Irving

Notices Mailed: 1499

Attachment: A: City Council Memo (3785 : 11 - ZC10-0003)


Comment Forms in favor: 10 Comment Forms opposed: 16

Summary:

This is a proposed amendment to the Zoning Ordinance that will create a new
section entitled "State Highway 183 Overlay District" and establish the State
Highway 183 Overlay District as a zoning overlay to guide development and
redevelopment along and near the State Highway 183 corridor. These standards
are being proposed in support of City of Irving Strategic Goal No. 1 "Excellence
in land use and the image of Irving's built and natural environment," Goal NO.2
"Nurture and promote vital, vibrant neighborhoods," Goal No. 3 "Cultivate an
environment conducive to strong, successful economic development to enhance
and diversify Irving's economic base" and Goal No. 10 "Become a successful
environmentally sustainable community." This proposed ordinance helps to
implement Strategy 1.1 "Improve the visual appearance of the community
(gateways, corridors and intersections)."

Analysis:

• State Highway 183 is being widened by the Texas Department of


Transportation (TxDOT) in cooperation with the City of Irving. For over eleven
years, meetings have been held with neighborhoods, business groups and
individuals, as well as public hearings and other forums to provide public
information and encourage TxDOT to provide the best highway corridor
possible for our residents and businesses . This project is a once-in-fifty-years
opportunity to change the face of Irving that over 120,000 people see every
day as they drive this corridor.

Department of Planning and Inspections Page 10f3


Packet Pg. 341
33.a

State Highway 183 Overlay District

• The widening of State Highway 183 has already created opportunities for both
new development and redevelopment of previously-developed properties, and
will continue to create such opportunities in the coming years. New
development can be better coordinated by the adoption of comprehensive
development requirements and standards that will apply to all new
development and redevelopment along this important corridor.

• City staff began drafting a proposed zoning overlay in July, 2009. Since that
time, over sixty public and individual meetings have been held to discuss the
proposed development standards and their impact on the properties within
the overlay area. These meetings included four stakeholder meetings in
February, 2010 and two in January, 2011 to which every property owner
along the corridor was invited. As a result of the comments and suggestions
received through those meetings, many changes were made to the original

Attachment: A: City Council Memo (3785 : 11 - ZC10-0003)


draft ordinance .

• The proposed overlay district includes five primary sections:

1. Development standards for new development and significant


redevelopment of existing buildings and properties. These standards
include enhanced landscaping, building materials and design, site design,
parking and lighting requirements, and requirements for new commercial
development with residential adjacency.

2. Maintenance standards for vacant properties not yet developed or that


have had previous development removed.

3. Development standards for existing development. These standards would


require existing development to provide a landscaped buffer three years
after completion of the frontage road construction in front of the property.

4. A chart of allowed uses in various segments of the corridor, including


retail, restaurant, office, mixed uses, transit oriented development and
others based on specific locations along the corridor. Additional standards
for auto sales lots, big box retail uses, transit oriented development and
mixed use development are also established .

5. Guidelines for enhancement of the public right-of-way. While the City


cannot enforce zoning regulations on the State right-of-way, the City can
clearly express its desires for standards and quality to the State in support
of previous City Council resolutions . These guidelines address the
appearance of the highway design itself, as well as long term
maintenance.

Department of Planning and Inspections Page 20f3


Packet Pg. 342
33.a

State Highway 183 Overlay District

Recommendation:

Approval of the ordinance per the recommendation of the Planning and Zoning
Commission.

Planning and Zoning Commission Recommendation:

Approval of the proposed ordinance with the following changes:

• Page 2 - modify the boundaries to exclude properties on Belt Line Road north
of Grande Bulevar.
• Page 16, paragraph p - revise "12 inches" to "18 inches"
• Page 18, paragraph (g)(1) - replace "underbrush" with "brush" to be

Attachment: A: City Council Memo (3785 : 11 - ZC10-0003)


consistent with the City property maintenance ordinance.
• Page 19, paragraph (g)(4) - insert "refuse, garbage" between "of' and "trash"
to be consistent with the City property maintenance ordinance.
• Page 19, section (h) - revise caption to read: "Required standards for existing
developed properties not undergoing expansion/redevelopment."
• Page 24, paragraph (3) - revise last sentence to read: "Uses are permitted in
the various segments of the State Highway 183 Overlay District in
accordance with the following Use Chart. The uses permitted by the Use
Chart take precedence over any uses permitted or not permitted by the base
zoning district of any particular property with the exception of properties
zoned Detailed Site Plan (S-P-1) or Generalized Site Plan (S-P-2) (see
Section (i)(1) above)."
• Page 29, paragraph vi - Revise to read: "In addition to the landscaping
required by Section 52-64d (h)(2) above and subject to the same deadline for
installation, automobile sales display areas visible from a public street right­
of-way shall be landscaped with a minimum of one 4" caliper tree per each 30
display spaces."
• Page 29, paragraph ix - revise beginning to read: "Newly constructed
automobile display lots ..."
• Page 30, paragraph xv - revise to read: "Newly erected flag poles shall not
exceed fifty feet in height. Flag poles existing as of the effective date of this
ordinance that exceed fifty feet in height may remain."

Steven A. Reed
Planning Manager

Attachments: Ordinance
Comment Forms

Department of Planning and Inspections Page 30f3


Packet Pg. 343
33.b

Attachment: C: Property Owner Notification Map (3785 : 11 - ZC10-0003)


200 Ft
Notification
Boundary
<,

Property Owner Notification Map


Zoning Case
City of Irving
No. ZC 10-0003 Date: Jan. 3.2011
N
•••••====::J' Feet.
o 750 1,500 3.000

Packet Pg. 344


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections

PO Box 152288

Irving, Texas 75015-2288

~ I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#lC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING

COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM

825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING : Thursday, February 3, 2011, 7:00 PM

825 W. Irving Blvd., Irving, Texas (City Hall)

Name :Rob J) Gbey\d,cge

(please print)
Address: ;;>'507 W; II lAM "] 'rEw S-te...¥
:::CVV INg Ix 7~Qh2~
Tax Account (DCAD) Number
(if shown on enclosed map): - - - - - - - - - - - - - - -REraEIVED
Signature :
&k p &~~~r-----d+'JAH'rN 1L 2011
Date: 1- 7- /! P I ~ R t:pepartmentof
Phone (optional):
? 72 - J- 55 - 7 gD g .Jig ami Inspections

SR

Packet Pg. 345


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

--.L....- I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving , Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name :

Address:

Tax Account (DCAD) Number


(if shown on enclosed map): -~:::-::;;~::::=r---:~A:~~~2/~--=--:::;-----
Signature:

Date : "q, '0011

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

-------------------
REC~

\ \ !On
l~~

lila' a'

SR

Packet Pg. 346


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

~ FOR adoption of the State Highway 183 Overlay District (#lC10-0003)


I am AGAINST adoption of the State Highway 183 Overlay District (#lC 10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING : Thursday, February 3, 2011 , 7:00 PM


825 W . Irving Blvd., Irving , Texas (City Hall)

Name :
(please print)
Address: /1' ;Z./ /~ t""T e I( £ 1;,

Signature:

Date :

Phone (optional) :

Packet Pg. 347


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

----L I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name : A f\.( N b K. B E. R,L I N &­


(please print)
Address: \ 2 I 2- M"",
6:. .,J:.o..l6
L...1.-,,-
· V -=~-,-P
E -= L:::....- _

Tax Account (DCAD) Number

(if shown on enclosed map) : _

Signature:

Date : I;),; f -?f -I/

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

SR

Packet Pg. 348


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PJ0BO 152288
Irvin ,Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

I am AGAINST adopt ion of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING : Monday , January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd. , Irving, Texas (City Hall)

Name:

Address:

Ta x Account (DCAD) Number


(if shown on enclosed map): _ _' - - -_ _---+ _

Signature:

Date:

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

_ _ _~ ~-1f UM:fil ?/?lAvt _


~~ .

SR

Packet Pg. 349


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

L I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#lC 10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W . Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING : Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name:
(please,Rrint) IJ I
Address : ~?7Q W -n DItUt1t;l
I ~r ·

Tax Account (DCAD) Number


(if shown on enclosed map): - - + - 1 - . - - - - r - - - I + - - - - - - -..........,.Md-...;......:'Ii---TJHr

Signature:

Date:

Phone (optional): N/ A

SR

Packet Pg. 350


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

RE EIVED
Department of Planning and Inspections
PO Box 152288 JAN 1 ~ 2011
Irving, Texas 75015-2288 Department 01
PlanRlng and 'nsp cUo
I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING : Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING : Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name:

Georgi a Prakash
Address: 1905 Will iam Brewster St _
Irving TX 75061-2056

Tax Account (DCAD) Number


(if shown on enclosed map): A
Signature: ~£JJh
Date: \. \3 t;la tt
Phone (optional) : -----r to1s[fjh 2 §? aI\(\Yt\ jI»JJet NPSOL 0 YB
Please provide comments explaining the reasons for your support or opposition:

SR

Packet Pg. 351


33.c

DATE: January 13, 2011 • \ \ [\

FROM: Georgia Prakash ~~~~

1905 William Brewster St. ~


Irving, Texas 75061

TO: Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


SUBJECT: State Highway 183 Overlay District

Thank you to the Overlay Committee for the long and thorough research and your creative
vision for a beautiful corridor along SH 183. As a member of the Native Society of Texas, I am
especially pleased to see recommendation for the use of drought-tolerant native plants in the
landscaping plans.

After e-mailing your suggested list of plants to our chapter members, I received several
comments and suggestions, which may be helpful to the committee. (I neglected to take this
year's list, so I am referring to last year's plan).

These addition trees were suggested:


desert willow Chi/opsis /!'learis
Eve's necklace StyphnolotJiJum affine
mountain laurel Sophora secundiflora
Mexican plum Prunus mexicana

Alternate trees:
caddo maple Acer barbatum an under utilized native to replace shantung maple
eastern red cedar Juniperus virginiana to replace mondel pine

Omit Indian hawthorne shrub

Grass Replacement
lindheimer muhly Muhlenbergia lindheimeri to replace miscanthus

Note: According to Howard Garret, mondel pine is a desert tree that is subject to root diseases
in an irrigated landscape. It is short-lived in North Central Texas.
www.dirtdoctor.com/organic/garden/view question/id/935

Indian hawthorne, a non-native, is subject to phythophera, a mold damaging disease .

Linheimer muhly, a native prairie grass, requires less water than miscanthus grass,
which was introduced from Asia.

Packet Pg. 352


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288 ~
-/
_.....;.V_ I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)
!(;on ~)
\ =-h ~
1..) ";:;J

I am AGAINST adoption of the State Highway 183 Overlay District (#lC 10-0003)

ECEIVED

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of: JAN 1 't 2011
PLANNING & ZONING Department of
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM PlanRlng and Inspections
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name :
(please print) 0 (
Address: \c:g r: u e..b

Tax Account (DCAD) Number

(if shown on enclosed map): _

Signature:

Date:

Phone (optional) :

Please provide comments explaining the reasons for your support or opposition:

---------=----..~--- j
-'t]

Packet Pg. 353


33.c

PUBLIC COMMENT FORM

(Please type or use black ink)


RECEIVED
Department of Planning and Inspections
JAN 111 '2011
PO Box 152288 Department of ,
Irving, Texas 75015-2288
Planning and Inspections

_ _ X I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

Date , Location .R.- Time of:

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011 , 7:00 PM
VV. Irv:ng
325 ' \'" I Blvd I:::" TQ
Y 'I irvine ...... v '-'~
CZ ... «»
\ ,,- ,'1 . ;., i-Ia'l\
I .. •i "i

CITY COUNCIL MEETING: Thursday, February 3, 2011 , 7:00 PM


825 W. Irving Blvd., Irving , Texas (City Hall)

Name: ANNE GRAY


(please print)

Address: 1110 GI EN lOCH DRIVE, IRVING, IX 75062-6645

Tax Account (DCAD) Number


(if shown on enclosed map) : 32531500020190000
. _

Signature:

Date : January 15 , 2011

Phone (optional) : CELL : (21~) 790-4892

Please provide comments explaining the reasons for your support or opposition:
IDO SUPPORT THE WORK TO BE DONE , ~ IF IT ENDS UP LIKE THE ALLEY RIGHT BEHIND MY HOME &
ALL THE PROMI SES THAT WERE MADE TO THE ADJACENT HOMEOWNERS BY LONG TIME MAYOR ROBERT POWER,
OWNERS OF SAID PROPERTY , ETC. (THE NOW LONG GONE CHINESE RESTAURANT OWNERS) & MORE, I COULD
LARE LESS! SAID ALLEY Is DESPI'CABLE, ALWAYS HAS BEEN EXTREMEL Y TRA SHY & TRASHED, 5
DUMPSTERS IN A VERY SMALL AREA ALL USED BY EVERYBODY & ANYBODY, ALWAYS OVERFLOWING & NOT
COVE~ED PLUS THE CLEANERS DIRELICy BERINO MY HOME THAT LETS ALL THEIR OVERFLOW & CHEMICALS
RUN OFF INTO THE ALLEY & ADJOINING RESIDENCES (Green mold cover s about 3 f eet of my back
Ydrd) nU3 THI3 eLEAI~t:~S HAS 6 BARRELS DIRECILY OOISIDE IHEIR DOORS AI ALL liMES THE FENCE
IS DECREPIT & DILAPIDATED, MOST BOA RDS ROTT ING OR BROKEN, EATEN BY CARPENTER ANTS, TERMITES,
ETC . (I hed to cut JOW l' a 22 Ft. t,ee in l ily baC R yard at a cost Of $ 1600 . It wa s
complet ely ea te n by t ermite s althou gh my home has been prote c t ed (in side for man~RYears).

PLEASE SEE OTHER SIDE - I WOULD APPRE CIAT E YOUR CONSIDERATION & ACTION.

Packet Pg. 354


33.c

JUST ABOUT EVERY SIN GLE ONE OF THE 5 PROPERTY OWNERS INVOLVED HAVE GONE TO CODE

ENFORCEMENT MANY TIMES - WE EVEN SIGNED & ·DELIVERED A GROUP LETTER A FEW YEARS BACK,

ONE OWNER EVEN BROUGHT A LARGE RAT HF CAUGHT IN HIS GARAGE TO CODE ENFORCEKENT ~ NEVER HAS

ANYTHING BEEN DONE EXCEPT A VERY FEW BOARDS PUT IN THE FENCE .

EACH AND EVERY PROPERTY OWNER WOULD ASK:

TAKE A LOOK AT THE WALLS AT BOTH OICONNOR & AT STORY ROAD & 183. THIS IS WHAT WE EXPECTEDl

YES, THERE ARE A LOT OF VACAI~C IES IN TI11 S SHOPP ING CENTER COI-IPAf\::: D TO THE OTHER TWO, BUT
WHO WOULD WANT TO MOVE INTO THIS ONE?!

ONE LOOK AT THE SURROUNDINGS, PARTICULARLY THE ALLEY RIGHT BEHIND WHERE THEY COULD POSSIBLY
PARK OR WHERE THEIR EMPLOYEES MIGHT NEED TO BE IS A COMPLETE TURN OFF.

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


I SURE WISH THE BUSES BRINGING THE PLAYE RS FOR THE 51 :~ uuWL UP MAC ARTHUR FROM THE FOUR
SEASONS COULD POINT OUT THIS ALLEY ON THEIR RIGHT AS A BIG PART OF THE SLUM SECTION OF IRVING .

EVEN NICE TO SEE THE PIECE ON SUNDAY, JANUARY 9, ON CHANNEL 16 ABOUT \.JHAT A FANTASTIC
JOB CODE ENFORCEMENT IS DOING . SURE DOESN'T LOOK LIKE IT & ALL 5 TAX PAYING, LPW ABIDING
CITIZENS WOULD REALLY APPRECIATE A CLEAN ALLEY, A DECENT FENCE AND ENCLOSURES FOR THOSE
DUMPSTERS. PI_EASE NOTE: THE ONLY DUMPSTER FURTHER DOWN THE ALLEY IS ENCLOSED.

IT HAS BEEN A L.ONG, LONG TIME & THINGS HAVE JUST GOTTEN WORSE , MUCH WORSE.

Packet Pg. 355


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

X I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING : Monday, January 17, 2011,7:00 PM
825 W . Irving Blvd.• Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name:
(please print) /J
/ J 17' /'J? t/ 0-A II e-' 7'"~

-
C{:-­
Address:

I" /"'vor/G.< I >c 7~b/- ~:z.!Z..7

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

ac4,..,.,- rzz ~,,- .4.A/ ..A ~c zze»: ,.t~v t!J,,:a 7...2T~,.&",~/- ~ y

>

SR

Packet Pg. 356


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)
RECEIVE D
Department of Planning and Inspections JAN 2 4 2011
PO Box 152288
Irving, Texas 75015-2288 Department of
Planning and Inspections
I am FOR adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name: y. D
(please print)
Address: ~ DL12t; IOWN::....l::B~ _
~j:-pLJ N6r) IX JS-D~ r - ~I~D
Tax Account (DCAD) Number /J t-.:::71/

(if shown on enclosed map): SA?'LB2-/ 002-60 [_()_OO~_O _

Signature: ~?!Z 1::it/hJ.)


Date: ~bldft;ll-
Phone (optional) : ~ 1l71qo- o&1ta
Please provide comments explaining the reasons for your support or opposition:

Packet Pg. 357


33.c

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-00RE C E V


JAN 25 2011

Attachment: D: Public Comment Forms in Support (3785 : 11 - ZC10-0003)


Date, Location & Time of: Department of ,
Plannmg and Inspections
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd ., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3,2011,7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

0: t:L

Name:
(please p;int) jJ \ ' )J J ) e. I
Address: 0 0 {)
Of])' , /J~ I
Tax Account (DCAD) Number

(if shown on enclosed map): ~ c= ~

Signature: ~~1' ~
Date : / - / ~/ /
Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

SR

Packet Pg. 358


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)

y.. I am AGAINST adoption of the State Highway 183 Overlay District (#lC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011 , 7:00 PM
825 W. Irving Bivd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name: WC\fA.C\ooer Fa ro i \~ Proper±i eE> \nc .


(plea~7Jrint)
Address: 5?-00 w. t\.\rport Fr~ewQ.¥

Tax Account (DCAD) Number


(if shown on enclosed map) : _-=-.=...:.-=-.:........:::....:::....:;;:.....;::...=....::-~--=-..:....=::..=.
32\2\000000 0 \ 0 \ 0 0 _

Signature:

Date:

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

RECEIVE

JAN J 2 2011
- - - - - - - - - - - - - - - - - - - - - - - - -p-
, -Department 01
an Ing and InspectJons

SR

Packet Pg. 359


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

-X- I am AGAINST adoption of the State Highway 183 Overlay District (#ZC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3,2011,7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name: LL L

Address:

Tax Account (DCAD) Number


(if shown on enclosed map): ---.,.,...-------------....:lR
. . .a. EcelvED
Signature: ~ 9tJd 'hf'. ) ~20"
Date: 0 L( (!) 8 tel 0 \ 1 Plan g'V':~~,en t of
IJSpectlon,
Phone (optional) : 9 7j-d -- LJ J 21 r: lf o ~ -l
Please provide comments explaining the reasons for your support or opposition:

:LJ{' eJ; lA-I ( we. :DC V\ 0 1- he-v ' L tt"'- Y LX: ; r-- r;D y­
&v. b J rj- t'0 a 1- "- L. l.v'c- W OyJ-L-- (L~fh' h~c\. A '"" ~ h a..d r-o
5'-'xv(VL l"vJb / $ '2..L-D hD0 Y- W L h~V'L <-X";f- 0 'L(...j r . N o W
:V o"r-., ,, ·r , A'v\'i L"I Q'-( 1=p C-II-y r! l-<e- I .5 fa C) 'vr~--{' t ~ y "2.oh\'rj

SR

Packet Pg. 360


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

X
I am FOR adoption of the State Highway 183 Overlay District (#lC10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#lC1O-0003)


I

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING : Monday, January 17, 2011 , 7:00 PM
825 W. Irving Blvd., Irving , Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving , Texas (City Hall)

Name :

Address: cD r '
z@ 6 2
Tax Account (DCAD) Number
(if shown on enclosed map) : ------::>~-:::::o-....:;.....-_r____:___;J""""---:.,__------

Signature:

Date :

Phone (optional):

_ _ _ _ _ _ _ _ _ _R
---:. :E:=-=.EllLED_ _
JAN t 2 2011 _
Pia Department of
n Ing and 'nspeCUDA'

SR

Packet Pg. 361


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

x. I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING : Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

RECEI ,­
CITY COUNCIL MEETING: Thursday , February 3,2011 ,7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall) JAN 13 2011
Department
p J nd Ins.pec!)01!$

Name: /kA--~.Jt.. ~ 1t.J ~el A c$L'ltesnuJ


(please print) 1/ I'fJ §l. M.. .a
_. ,_ :::>
Address: e ~ tP J-/ L44~
(0 II tJ-"""" Me.<., ~ W-~
.. J:'- 10
0

_~ / (\v; < ~"'3~ ~ Ja;..rqr ~


Tax Account (DCAD) Number
(if shown on enclosed map)~ ---r -0

Signature :~~ ~
Date: 1-/0 - Z-c) / / JA

Phone (optional): 91 z- -z..s:r-to 9 ~ /


Please provide comments explaining the reasons for your support or opposltion: ~

I (L~~~cR. ~+ -rl..o~ u>rn.,~

SR

Packet Pg. 362


33.d

January 12,2011

City of Irving

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Department of Planning and Inspections
P.O. Box 152288
Irving, TX 75015-2288

Be: Highway 183 Zoning Overlay District


Written Protests

Dear Sir or Madam:

Enclosed herewith is one (l) Public Comment Form for one (1) tract of land.

Please feel free to contact me if you have any questions

d relY
,
D. Stephen Fort

Enclosures
DSF/brb

KEYSTONE EXPLORATION, LTD.

Carter Burgess Plaza 0 0


77 7 Main Street , Suite 3100 Fort Worth, Texas 76 102 -532 5 0 8 17.34-9.70 29 Main Packet
8 17.626 .034-9 Fax
Pg. 363
33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)

x I am AGAINST adoption of the State Highway 183 Overlay District (#lC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W . Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd ., Irving, Texas (City Hall)

Name: Keystone Exploration, LTD


(please print)
Address: 412 E Airport Freeway

~ax Account (DCAD) Number 326038000AOOIOIOO


(If shown on enclosed map) : ~---------

Signature : i~'" :;:=;~~


Date: January 11, 2011
Phone (optional) : _(-'--8_1_7)_8_2_0_-_70_2_9 _
Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired.

SR

Packet Pg. 364


33.d

TRINITY EAST ENERGY

January 12,2011

City of Irving
Department of Planning and Inspections
P.O. Box 152288

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Irving, TX 75015-2288

Re: Highway 183 Zoning Overlay District

Written Protests

Dear Sir or Madam:

Enclosed herewith are six (6) Public Comment Forms for each of six (6) tracts of land.

Please feel free to contact me if you have any questions

S
jIY,
D. Stephen Fort

Enclosures
DSF/brb

777 Main Street, Suite 3100 0 Fort W o rth, Texas 76102-5325 0 817.820.7029 Main 817.624 .1690 Fax

Packet Pg. 365


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)
x I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING RECEIVED
COMMISSION MEETING: Monday, January 17, 2011 , 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall) JA 13 201
Department of
Plan Ing an Inspections
CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

Name :
Trinity East Energy, LLC (Holds contract rights in this property)
(please print)
Address:
2400 Walton Walker Blvd.

~ax Account (DeAD) Number 65010775720010100


(If shown on enclosed map): ---:- _

Signature: ;;;lk, z=-.~ ZZZiZL


Date : January 11, 2011
Phone (optional) : _(.:.....8_1.:.....7)_8_2_0_-_70_2_9 _
Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 366


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#lC 10-0003)
x I am AGAINST adoption of the State Highway 183 Overlay District (#lC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM RECEIVE
825 W . Irving Blvd. , Irving, Texas (City Hall)
JAN 13 2011
Departmen of
Planlling and In p etlans
CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

Name:
Trinity East Energy, LLC (Easement holder for entire tract)
(please print)
Address:
2400 Walton Walker Blvd.

~axAccou~(DCAD)Number65010775720010000
(If shown on enclosed map): ..,....- oy- _

Signature : ~~.e4b
Date : January 11, 2011
Phone (optional) : _(_8_1_7)_8_2_0_-_70_2_9 _
Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 367


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)


x I am AGAINST adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
RECEIVED
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM JAN 13 2011
825 W. Irving Blvd., Irving, Texas (City Hall)
Department of .
Plan ing and Inspections

CITY COUNCIL MEETING : Thursday, February 3,2011 ,7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name : Trinity East Energy, LLC


(please print)
Address : 3000 Tom Braniff Drive

~ax Account (DeAD) Number 65093179010030100


(If shown on enclosed map): _

Signature: ,~7 "Z'':;? 7'~~ ...............

Date : January 11 , 2011


Phone (optional) : (817) 820-7029
Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 368


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#lC10-0003)


x I am AGAINST adoption of the State Highway 183 Overlay District (#lC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011 , 7:00 PM
RECE\VED
825 W . Irving Blvd., Irving, Texas (City Hall) JAN \ 3 20\1
n partmen 0'
Planli:g aRd \nspecUons
CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

Name : Trinity East Energy, LLC


(please print)
Address : 3000 Wildwood Drive

~ax Account (DCAD) Number 65093179010030200


(If shown on enclosed map):

Signature: .;:;:e&:"'J-Z: ~~.....-'\.


Date : January 11, 2011

Phone (optional) : (817) 820-7029


Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 369


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)
x I am AGAINST adoption of the State Highway 183 Overlay District (#ZC1 O-000e.CE'\lEO

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of: )A~ , 3 '2.0'\
en m \ ot
PLANNING & ZONING
gepartdlnspecUons
COMMISSION MEETING : Monday, January 17, 2011, 7:00 PM Plannlng an
825 W. trving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name: Trinity East Energy, LLC


(please print)
Address : 2900 Tom Braniff Drive

~ax Account (DCAD) Number 65123237010010400


(If shown on enclosed map):

Signature:
7
z:? ~~Jl-
Date: January 11,2011

Phone (optional) : (817) 820-7029


Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 370


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)


x I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date , Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name : Trinity East Energy, LLC


(please print)
Address : 3002 Tom Braniff Drive

~ax Account (DeAD) Number 65175470010010100


(If shown on enclosed map) : _

Signature: ,$ ,, -C?.." p;z3?;z'k


Date : January 11, 2011

Phone (optional) : (817) 820-7029

Please provide comments explaining the reasons for your support or opposition:
Obstructs or hinders the use for which the property was acquired

SR

Packet Pg. 371


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)
RECEIVED
Department of Planning and Inspections
JAN 14 2011
PO Box 152288 Department of
Irving, Texas 75015-2288 Plan IRq and InspecUo s

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011 , 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name :

Signature:
I

Date: ;//a/dQ/ D
Phone (optional) :

SR

Packet Pg. 372


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)
REC IVE
JAN 1 ~ 2011
Department of Planning and Inspections
PO Box 152288 Department of
PlanAlng anlllnspecUolIs
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC1 0-0003)

I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. irving Blvd ., Irving, Texas (City Hali)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W . Irving Blvd., Irving, Texas (City Hall)

Name: X 'bO ~!I '! ~ U',:\. Co .


(please print)
Address:

Tax Account (DCAD) Number


(if shown on enclosed map):

Signature:

Date:

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

SR

Packet Pg. 373


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)

r am AGAINST adoption of the State Highway 183 Overlay District (#ZC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date. Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd ., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name: ~"P..It L~SE: L.. L C­


(please print)
Address: lOSo !<(;"6kL 12..I06E: P/C.w'7 JIl..\/ItJ(, , T~

1801 flre.r:. 210 Olive... SV/r~ ~oo,i Sr· LOU/5, NO b3J+-~


Tax Account (DCAD) Number
(if shown on enclosed map): 32.0 (0 ~ 5 + 00 A (') D 10 000

Signature: SZA-. MJk V(J


:
.a..e4L c;5TA-Tc

Date: 1 - /4-- II

Phone (optional): L3 14- ) ~79- ~320 x 4-.011

Please provide comments explaining the reasons for your support or opposition:

_ _ _ _ _ _ _ _ _ _RE.CE~'V_ED _
JAN 1·8 2011
Department of
Pta,.111 aRtilnspectiols

SR

Packet Pg. 374


33.d

PUBLIC COMMENT FORM


(Please type or use black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC10-0003)

X I am AGAINST adoption of the State Highway 183 Overlay District (#ZC10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17, 2011, 7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name:
(please print)
Address: 30"3 f!.~C()(,1'J/T/ON pOUJf P!ZJ'It , /f<,v/fVb,, I~

IBDI 1J1rt2.K. 2.10 OR/liE 5urrE tOO Sr.LOU/~. MO f,3'/4-1o


1 , »
Tax Account (DCAD) Number

320bC654-00 A 0030 I DO
(if shown on enclosed map): _.=...;;.....,;:;.....=;....;:;....::;.......:....,;;,..,;;,.....;......_---=;""",,;;.,.~......;;.... _

Signature: QcorL .M~


Date: / - '+- I I
Phone (optional): ( 314-) 519-9320 )( 4-01'1

Please provide comments explaining the reasons for your support or opposition:

IG e: s 1"(2. I c.:rS F lJ 7\J ee LJ .s c A- IV!J P£:Y CLO PM € ) -J T oF f 12- a ece.'T 'f

--------------------RECEnlED----­
JAN 18...2Oll'--- _
I." ,"""'_
DlpaMelt .f
PI.II'••
SR

Packet Pg. 375


33.d

PUBLIC COMMENT FORM


(Please type or lise black ink)

Department of Planning and Inspections


PO Box 152288
Irving, Texas 75015-2288

I am FOR adoption of the State Highway 183 Overlay District (#ZC 10-0003)

Y I am AGAINST adoption of the State Highway 183 Overlay District (#ZC 10-0003)

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


Date, Location & Time of:
PLANNING & ZONING
COMMISSION MEETING: Monday, January 17,2011,7:00 PM
825 W. Irving Blvd., Irving, Texas (City Hall)

CITY COUNCIL MEETING: Thursday, February 3, 2011, 7:00 PM


825 W. Irving Blvd., Irving, Texas (City Hall)

Name:
(please print)
Address: 30(",$ tl.cC.O(.I'JlrJOI-J POINT Olt./v~
. IRvIN~.
, 'IX
180 / pAfl~ 210 pI( IVf: S u,f£ 4-00 , 51: LOU /5» NO (,3/4- (q
Tax Account (DCAD) Number
(if shown on enclosed map): 320 (., 8 S 4-0 C A 00 30 000

Signature: CZo-l- }J.. ~ l \I P p..~ 6"S Tfr'TE

Date: 1-14 - \ I

Phone (optional):

Please provide comments explaining the reasons for your support or opposition:

IZ.ESrfllc..:(S FI.J1"tJ/2..E: uSc A-NO OC'/t::L.DPlvtbTJ'T OF p(LopGYLN

RECEIVED

JAN 18 2011
Dtpanment Df
, ....,.g lad 'nspecUoftl

SR

Packet Pg. 376


33.d

Steven Reed

Subject: FW: SH 183


Attachments: Roger Stebbins-183 Overlay Request.doc

Steve
Thank you for providing th is reque st to P&Z. It is attached ITEM NUMBER
Sharon
''''1''';116 IllIIIi
P&ZCQ
Sharon CBar6osa-Crain

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


B,',b(l". f.'ll'·. '." ;' 11 .1 • t I,
RECEIVED
,0'

I l I '.,

JAN 17 2011
Department of
Planning and Inspections

Packet Pg. 377


33.d

SH-183 Overlay Proposal

Request for Change

There are existing properties that will be negatively affected by some of the overlay
proposal 's current provisions. Particularly, properties on the east end of the highway will
lose their right to their zoned uses, which include truck and heavy equipment sales and
rental.

One of the provisions of the overlay you are considering includes a segmenting of the
highway for the entire length in Irving . In each segment the overlay allows certain

Attachment: E: Public Comment Forms in Opposition (3785 : 11 - ZC10-0003)


designated uses . While there are some instances in which uses are added, in most cases
uses are removed from the existing zoning. That is the case on properties with the
described uses. Properties that become non-conforming under the proposed new
regulations would be governed by the non-conforming section of Zoning Ordinance 1144.
The exception is site plan zoning which your draft indicates would remain and would
control the site rather than the overlay.

However, it is not correct to assume site plan zoning will not be affected by the overlay.
The proposal clearly states unless specifically delineated on the site plan elements of a
site will be governed by the overlay. Therefore, unless there is an administrative process
that clearly provides for relief, the inability of a landowner to conform to any aspect of
the overlay will require a zoning case . A landowner who goes into a zoning case with his
use now prohibited in his segment of the highway goes into that case in a compromised
position. The zoning case now removes his property from his site plan protection and
allows the Commission and the Council to view it arbitrarily rather than governed by
regulations compatible with his use and to take actions outside his requested purpose.
We do not feel this is the type situation that is intended by this proposal.

In addition to the threat to the zoning, it is helpful to also remember the financial viability
of the land can be placed in jeopardy by this condition. As well, it does not appear
logical to determine there should not be the right to existing uses going forward. A
highway is exactly the location such uses should be.

Due to these serious matters, we believe the draft should be amended to include the uses
now existing on these sites. The City staff is reluctant to include COD uses as a matter of
right. In lieu ofincluding those uses in total, please consider including in segment L the
following use "sales and rental ofmotor vehicles and containers as defined by Texas
state law". Ifyou wish to further narrow it to apply only to the heavier truck and trailer
products that are currently the business on these sites that too is satisfactory.

Packet Pg. 378


33.e

BR REAL ESTATE HOLDING TRUST


C/O 901 HEATHER DR
EULESS, TE)J\S, 76039
RECEIVED
January 14,2011 JAN 17 2011
To: Mr. Steven R Reed, Planning Mgr.
Department of .
Planning and Inspections Planning and Inspections
City ofIrving, Tx . 75060

Re : Proposed 183 OVERLAY ORDINANCE ITEM NUMBER


2720 N. Beltline Road f~ !!WI' 6 " l llIl

Attachment: F: Letter from BR Real Estate Holding Trust (3785 : 11 - ZC10-0003)


Irving, Texas 75060
P&ZCO
Dear Mr. Reed;

Subsequent to our meeting of this date I would like to follow up on the above referenced

property.

Apparently our situation is rather unique in regard to the proposed ordinance set for

discussion on January 17, 2011 with the Planning and Zoning Commission.

This location has been in existence since the early seventies, almost four decades. At the

time the property was developed, Beltline Road was not yet widened by the State

Highway Dept. although the State RO.W had been acquired and thus the property lines

were set back a considerable distance (45' +/-). This State RO.W. still exists in front of

the property. At the time of acquiring the property, a thirty foot wide ingress/egress cross

easement was also established across the adjacent property to the south in order to allow

for an orderly flow of traffic from Grande Blvd . to serve both properties from both sides

ofBeltJine Road.

Based on our conversation of January 14,2011, the 183 OVERLAY project requires 15

feet on the property to be used for landscaping, etc. which will impede traffic using the

easement and remove a considerable amount of parking for the property(s). It will also

disrupt the remaining parking such that it will not be accessible to the customers. This

will certainly have an extremely detrimental effect on the businesses) in regard to

customers and essential deliveries servicing these businesses, not to mention loss of

revenue for all concerned and devaluation of the property.

Since this property is at the end of the OVERLAY on N . Beltline Road, we request this

property , referenced above, be specifically excluded and exempted from inclusion in the

183 OVERLAY ordinance requirements.

We appreciate your efforts to review and recommend to the P & Z our concerns and

request for exclusion..

Sincerely,

~~~~4L

Packet Pg. 379


34

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3718


Recommending Department: City Secretary’s Office LSR No: N/A

Resolution -- Appointing Board Members to the Tax Increment


Reinvestment Zone No. 1 Board to Fill Two-Year Terms Expiring January
2013
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: Board members must be a qualified voter within the City of Irving or own
real property in the zone.
3. The City Council appoints five of the positions to this nine-member board.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A
.
Most of the current members are eligible for reappointment and have asked to be
reappointed. Robert Stewart is technically not eligible for reappointment as he has exceeded
three consecutive terms.

CURRENT YEAR FINANCIAL IMPACT:


NONE

REVISION INFORMATION:
Prepared: 11/29/2010 09:21 AM by Jennifer Phillips
Last Updated: 1/6/2011 02:43 PM by Cecilia Castillo

Packet Pg. 380


34

CITY OF IRVING

COUNCIL RESOLUTION NO. RES-2011-25

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT the following individuals be and are hereby reappointed to the Tax Increment
Reinvestment Zone No. 1 Board of Directors:

Bruce Kamis
Dan Matkin
Owen DeWitt
Jim Truitt

said terms of office expiring January 2013, and the appointment of

__________

said term of office expiring January 2013.

As a result of the appointments heretofore stated, the Tax Increment Reinvestment


Zone No. 1 Board of Directors is represented by the following:

Term Expiration
Bruce Kamis January 2013
Dan Matkin January 2013
__________ January 2013
Owen DeWitt January 2013
Jim Truitt January 2013
Randy Brigham (CFBISD) January 2013
Scott Layne (IISD) January 2013
Christa Slejko (DCCCD) January 2013

SECTION II. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

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34

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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35

AGENDA ITEM SUMMARY

Meeting: 2/3/2011 DOC ID: 3732


Recommending Department: City Secretary’s Office LSR No: N/A

Resolution -- Appointing a Board Chair to the Tax Increment Reinvestment


Zone No. 1 Board with a Term Expiring January 2012
Administrative Comments
1. This item supports Strategic Goal No. 8: Sound Governance.
2. Impact: In accordance with the city ordinance, the Council must appoint the Chair
of this board yearly.
Recommendation
The resolution be approved.

ADDITIONAL COMMENTS:
Contract Required: N/A Review Completed By: N/A
Previous Action: N/A Council Action: N/A
.

CURRENT YEAR FINANCIAL IMPACT:


None

REVISION INFORMATION:
Prepared: 12/15/2010 02:05 PM by Jennifer Phillips
Last Updated: 1/4/2011 11:53 AM by Jennifer Phillips

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35

CITY OF IRVING

COUNCIL RESOLUTION NO. RES-2011-26

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS:


SECTION I. THAT __________ is hereby appointed as Chairman of the Tax Increment
Reinvestment Zone No. 1 Board of Directors, said term of office expiring January
2012.

SECTION II. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on February 3, 2011.

________________________________
HERBERT A. GEARS
MAYOR

ATTEST:

_______________________________
Shanae Jennings
Acting City Secretary

APPROVED AS TO FORM:

_______________________________
Charles R. Anderson
City Attorney

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