17-001 CEDC RESOLUTION NO. 17-001 CEDC
A RESOLUTION authorizing the issuance of "SOUTHLAKE COMMUNITY
ENHANCEMENT AND DEVELOPMENT CORPORATION SALES TAX
REVENUE BONDS, SERIES 2017", pledging certain "Pledged
Revenues" of the Corporation, including "Gross Sales Tax Revenues", to
the payment of the principal of and interest on said Bonds, enacting other
provisions incident and related to the issuance, payment, security and
delivery of said Bonds, including the approval of a Paying Agent/Registrar
Agreement and the approval and distribution of an Official Statement; and
providing an effective date.
WHEREAS, Southlake Community Enhancement and Development Corporation (the
"Corporation") has been duly created and organized pursuant to the provisions of the
Development Corporation Act, Texas Local Government Code, Title 12, Subtitle Cl, as
amended, including specifically Texas Local Government Code, Chapters 501, 504 and 505, as
amended (the "Act"), and
WHEREAS, the City of Southlake, Texas (the "City"), has been authorized by the voters
of the City, pursuant to an election held May 9, 2015, to use the approved local sales and use
tax for projects that qualify under both Chapters 504 and 505 of the Act; and
WHEREAS, the Board of Directors of the Corporation hereby finds and determines that
the design, construction, equipment and maintenance of a community entertainment and
recreational center is required or suitable for athletic, entertainment and public park purposes
and qualifies as a project within the meaning of Section 505.152 of the Act (the "Project"), and
WHEREAS, the Board of Directors of the Corporation further finds and determines that
bonds of the Corporation in the principal amount of$9,945,000 should be issued and sold at this
time to finance the costs of the Project and to pay costs of issuance associated therewith, and
WHEREAS, the Board of Directors hereby further finds and determines that such
revenue bonds shall be payable from certain "Pledged Revenues" (hereinafter defined) of the
Corporation, including sales tax receipts of the Corporation in the manner and to the extent
hereinafter provided, now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHLAKE
COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION
Section 1. Authorization Designation Principal Amount - Purpose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the aggregate principal amount
of $9,945,000 to be designated and bear the title "SOUTHLAKE COMMUNITY
ENHANCEMENT AND DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS,
SERIES 2017", hereinafter referred to as the "Bonds", for the purpose of financing costs of the
design, construction, equipment and maintenance of a community entertainment and
recreational center and to pay the costs of issuance associated with the issuance of the Bonds,
in conformity with the Constitution and laws of the State of Texas, including the Act.
Section 2. Fully Registered Obligations Authorized Denominations Stated
Maturities — Bond Date. The Bonds shall be issued as fully registered obligations, without
coupons, shall be dated June 1, 2017 (the "Bond Date"), shall be in denominations of $5,000 or
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any integral multiple thereof (within a Stated Maturity), shall be numbered consecutively from
One (1) upward and shall become due and payable annually on February 15 in each of the
years and in principal amounts (the "Stated Maturities") and bear interest at per annum rates in
accordance with the following schedule:
Year of Principal Interest
Maturity Amount Rate
2018 $ 325,000 4 000%
2019 380,000 5 000%
2020 400,000 5 000%
2021 420,000 5 000%
2022 435,000 2 000%
2023 450,000 5 000%
2024 470,000 4.000%
2025 490,000 5 000%
2026 510,000 3 000%
2027 530,000 3 000%
2028 545,000 3 000%
2029 560,000 3.000%
2031 1,170,000 3 000%
2032 615,000 3 000%
2033 630,000 3 000%
2034 650,000 3 000%
2035 670,000 3.125%
2036 695,000 3.125%
The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the
per annum rates shown above (calculated on the basis of a 360 day year of twelve 30 day
months). Interest on the Bonds shall be payable on February 15 and August 15 in each year,
commencing February 15, 2018, until maturity or prior redemption
Section 3. Terms of Payment- Paying Agent/Registrar The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private
debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, exchange and transfer of
the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the
Corporation by the Paying Agent/Registrar, all as provided herein, in accordance with the terms
and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached
hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar
and the Corporation may prescribe. The President or Vice President and Secretary of the
Board of Directors of the Corporation are hereby authorized to execute and deliver such
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Agreement in connection with the delivery of the Bonds. The Corporation covenants to
maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid in full and
discharged. Any successor Paying Agent/Registrar shall be a bank, trust company, financial
institution or other entity qualified and authorized to serve in such capacity and perform the
duties and services of Paying Agent/Registrar Upon any change in the Paying
Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written notice to be
sent to the Holder affected by United States Mail, first class postage prepaid, which notice shall
identify and give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated offices in East Syracuse, New York, or with respect to
a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders
whose names appear in the Security Register at the close of business on the Record Date (the
last business day of the month next preceding each interest payment date) and shall be paid
by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid,
to the address of the Holder recorded in the Security Register or (ii) by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Holder. If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located is 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 when 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.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (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 Corporation. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first class
postage prepaid, to the address of each Holder of such maturity or maturities appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
Section 4. Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after
February 15, 2027 shall be subject to redemption prior to maturity, at the option of the
Corporation, in whole or in part in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2026 or
on any date thereafter at the redemption price of par plus accrued interest to the redemption
date.
At least forty five (45) days prior to a date set for the redemption of Bonds (unless a
shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Corporation
shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the
principal amount of each Stated Maturity to be redeemed, and the date set for the redemption
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thereof The decision of the Corporation to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the Corporation.
(b) Mandatory Sinking Fund Redemption The Bonds having a Stated Maturity of
February 15, 2031 (the "Term Bonds") shall be subject to mandatory redemption in part prior to
maturity at the redemption price of par and accrued interest to the date of redemption on the
respective dates and in principal amounts as follows:
Term Bonds due February 15, 2031
Redemption Date Principal Amount
February 15, 2030 $575,000
February 15, 2031 (maturity) $595,000
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds within the
applicable Stated Maturity to be redeemed on the next following February 15 from moneys set
aside for that purpose in the Bond Fund (as defined in this Resolution). Any Term Bond not
selected for prior redemption shall be paid on the date of their Stated Maturity
The principal amount of the Term Bonds for a Stated Maturity required to be redeemed
on a mandatory redemption date may be reduced, at the option of the Corporation, by the
principal amount of Term Bonds of like Stated Maturity which, at least 50 days prior to the
mandatory redemption date, (1) shall have been acquired by the Corporation at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (2) shall have
been redeemed pursuant to the optional redemption provisions set forth in paragraph (a) of this
Section and not theretofore credited against a mandatory redemption requirement.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Bond as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bond by $5,000 and shall select the Bonds to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the Corporation and at the Corporation's expense, to each Holder of a
Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to
be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv)
state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after
the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
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Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for
redemption and notice of redemption thereof has been duly given or waived as herein
provided, such Bond (or the principal amount thereof to be redeemed) shall become due and
payable, and interest thereon shall cease to accrue from and after the redemption date
therefor, provided moneys sufficient for the payment of such Bond (or of the principal amount
thereof to be redeemed) at the then applicable redemption price are held for the purpose of
such payment by the Paying Agent/Registrar
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by this Resolution have
been met and moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice may state that said redemption is conditional
upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption are not satisfied or sufficient
moneys are not received, such notice shall be of no force and effect, the Corporation shall not
redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given, to the effect that the Bonds have not been redeemed.
Section 5. Registration - Transfer- Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond (other than the Initial Bond(s) referenced in
Section 8 hereof) at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
one or more new certificates evidencing the Bonds, in authorized denominations, of like Stated
Maturity and of a like aggregate principal amount as the Bond or Bonds surrender for transfer
shall be registered and issued to the assignee or transferee of the previous Holders
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new printed
certificates evidencing the Bonds, executed on behalf of, and furnished by, the Corporation, to
the Holder requesting the exchange
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
Mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall
be valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to
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the same benefits under this Resolution, as the Bonds surrendered in such transfer or
exchange
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 26 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond
Neither the Corporation nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within forty-five (45) days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond
called for redemption in part.
Section 6. Book Entry Only Transfers and Transactions Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer/exchange of the Bonds, the Corporation hereby approves and authorizes the use of
"Book Entry Only" securities clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company organized under the laws of
the State of New York, in accordance with the operational arrangements referenced in the
Blanket Issuer Letter of Representation, by and between the Corporation and DTC (the
"Depository Agreement")
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co , as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book entry clearance and settlement of securities
transactions in general or the Corporation determines that DTC is incapable of properly
discharging its duties as securities depository for the Bonds, the Corporation covenants and
agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and
provide for the Bond certificates to be issued and delivered to DTC Participants and Beneficial
Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned,
transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar
and payment of such Bonds shall be made in accordance with the provisions of Sections 3, 4
and 5 hereof
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Section 7. Execution - Registration The Bonds shall be executed on behalf of the
Corporation by its President or Vice President of the Board of Directors of the Corporation and
attested by the Secretary of the Board of Directors of the Corporation The signature of said
officers on the Bonds may be manual or facsimile Bonds bearing the manual or facsimile
signatures of individuals who are or were the proper officers of the Corporation on the date of
adoption of this Resolution shall be deemed to be duly executed on behalf of the Corporation,
notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of delivery of the Bonds to the initial purchasers and with respect to Bonds delivered in
subsequent exchanges and transfers
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of
registration substantially in the form provided in Section 9(c), manually executed by the
Comptroller of Public Accounts of the State of Texas or his duly authorized agent, or a
certificate of registration substantially in the form provided in Section 9(d), manually executed
by an authorized officer, employee or representative of the Paying Agent/Registrar, and either
such certificate upon any Bond duly signed shall be conclusive evidence, and the only
evidence, that such Bond has been duly certified, registered and delivered
Section 8. Initial Bond(s) The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from T-
1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall
be registered in the name of the initial purchaser(s) or the designee thereof The Initial Bond(s)
shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s) Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial purchaser(s), or the designee thereof, and such other information
and documentation as the Paying Agent/Registrar may reasonably require
Section 9. Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas (to be printed on the Initial Bond only), the Certificate of
Registration, and the form of Assignment to be printed on each of the Bonds, shall be
substantially in the forms set forth in this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required by this Resolution and 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 insurance legends on insured
Bonds and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be
established by the Board of Directors of the Corporation or determined by the officers executing
such Bonds as evidenced by the execution thereof. Any portion of the text of any Bonds may
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be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Bond.
The Bonds, including the Initial Bond(s), shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
(b) Form of Bond
REGISTERED REGISTERED
NO. _ $
UNITED STATES OF AMERICA
STATE OF TEXAS
SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2017
Bond Date. Interest Rate Stated Maturity: CUSIP NO
June 1, 2017 % February 15, 20
Registered Owner
Principal Amount:
The Southlake Community Enhancement and Development Corporation (hereinafter
referred to as the "Corporation"), a non-profit corporation organized and existing under the laws
of the State of Texas, including the Development Corporation Act, Texas Local Government
Code, Title 12, Subtitle Cl, as amended (the "Act"), specifically Chapters 501 and 504 of the
Texas Local Government Code, with its principal office located in the City of Southlake, Texas,
for value received, acknowledges itself indebted to and hereby promises to pay to the
Registered Owner named above, or the registered assigns thereof, solely from the revenues
and sources pledged under this Resolution identified below, the Principal Amount stated above
(or so much thereof as shall not have been paid upon prior redemption) on the Stated Maturity
date specified above, and to pay interest on the unpaid principal amount hereof from the interest
payment date next preceding the "Registration Date" of this Bond appearing below (unless this
Bond bears a "Registration Date" as of an interest payment date, in which case it shall bear
interest from such date, or unless the "Registration Date" of this Bond is prior to the initial
interest payment date in which case it shall bear interest from the Bond Date) at the per annum
rate of interest specified above; such interest being payable on February 15 and August 15 of
each year, commencing February 15, 2018, until maturity or prior redemption. Principal of this
Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon
presentation and surrender, at the Designated Payment/Transfer Office of the Paying
Agent/Registrar executing the registration certificate appearing hereon, or its successor
Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as
defined in the resolution hereinafter referenced)whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date and interest
shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
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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, a legal holiday, or a day when banking institutions in
the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located
is 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 when 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. All payments of principal of, premium, if
any, and interest on this Bond shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $9,945,000 (herein referred to as the "Bonds") for the purpose of financing costs of
the design, construction, equipment and maintenance of a community entertainment and
recreational center and to pay costs of issuance, in conformity with the Constitution and laws of
the State of Texas, including the Act, and pursuant to a Resolution adopted by the governing
body of the Corporation (herein referred to as the "Resolution").
The Bonds maturing on the date hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Bond Fund established and
maintained for the payment thereof in the Resolution, and shall be redeemed in part prior to
maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium, on the dates and in the principal amounts as follows:
Term Bonds due February 15, 2031
Redemption Date Principal Amount
February 15, 2030 $575,000
February 15, 2031 (maturity) $595,000
The particular Term Bonds of a Stated Maturity to be redeemed on each redemption
date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal
amount of Term Bonds for a Stated Maturity required to be redeemed on a mandatory
redemption date may be reduced, at the option of the Corporation, by the principal amount of
Term Bonds of like Stated Maturity which, at least 50 days prior to a mandatory redemption
date, (1) shall have been acquired by the Corporation at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered
to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the
optional redemption provisions appearing below and not theretofore credited against a
mandatory redemption requirement.
The Bonds maturing on and after February 15, 2027 may be redeemed prior to their
Stated Maturities, at the option of the Corporation, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2026 or on any date thereafter at the redemption price of par
plus accrued interest thereon to the redemption date
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions relating thereto contained in
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the Resolution If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and, if
moneys for the payment of the redemption price and the interest accrued on the principal
amount to be redeemed to the date of redemption are held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the
redemption date on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the
Resolution for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is called for redemption, in whole or in part, the
Corporation and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the Holder within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Holder of the
unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Resolution have been met and moneys sufficient to pay the
redemption price of the Bonds to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption are not satisfied or
sufficient moneys are not received, such notice shall be of no force and effect, the Corporation
shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in
which the notice of redemption was given, to the effect that the Bonds have not been redeemed
The Bonds are payable solely from and equally and ratably secured by a pledge of the
"Pledged Revenues" (as defined in the Resolution) received by the Corporation, including the
receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the Act and an
election held in the City The Bonds do not constitute a legal or equitable, pledge, charge, lien
or encumbrance upon any property of the Corporation or the City of Southlake, Texas (the
"City") except with respect to the "Pledged Revenues". This Bond may not be paid in whole or
in part from any property taxes raised or to be raised by the City and is not a debt of and does
not give rise to a claim for payment against the City, except as to the sales and use tax
revenues held by the City and required under the Act to be paid over to the Corporation
Neither the State of Texas, the City or any political corporation, subdivision or agency of the
State of Texas shall be obligated to pay this Bond or the interest hereon and neither the faith
and credit nor the taxing power of the State, the City or any other political corporation,
subdivision or agency thereof is pledged to the payment of the principal of and interest on this
Bond except as noted above.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
"Pledged Revenues" and equally and ratably secured in like manner and effect as the Bonds.
28227143 3/11703099 10
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms, the description of and
the nature and extent of the security for the payment of the Bonds, the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations, the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein Capitalized terms
used herein have the same meanings assigned in the Resolution
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary In the event of non-payment of interest on a scheduled payment date and for
thirty (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 Corporation Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid special obligations of the Corporation have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by law; and that due provision has been made for the payment of the
principal of and interest on the Bonds from the sources and in the manner provided in the
Resolution In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Resolution shall be construed in accordance with and shall be governed by
the laws of the State of Texas
28227143 3/11703099 11
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed
SOUTHLAKE COMMUNITY ENHANCEMENT AND
DEVELOPMENT CORP,RATION
*6(
[President][Vice President], Board of Directors
ATTEST:
Secretary, :mard of Directors
(c) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond only
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
28227143 3/11703099 12
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in East Syracuse, New
York, is the "Designated Payment/Transfer Office" for this Bond
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N A., Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
(e) 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 thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED.
NOTICE. The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond in
every particular
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section,
except that the heading and first paragraph of a single fully registered Initial Bond shall be
modified as follows-
REGISTERED REGISTERED
NO. T-1 $9,945,000
UNITED STATES OF AMERICA
STATE OF TEXAS
SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2017
28227143.3/11703099 13
Bond Date.
June 1, 2017
Registered Owner. CITIGROUP GLOBAL MARKETS INC
Principal Amount: NINE MILLION NINE HUNDRED FORTY-FIVE THOUSAND DOLLARS
The Southlake Community Enhancement and Development Corporation (hereinafter
referred to as the "Corporation"), a non-profit corporation organized and existing under the laws
of the State of Texas, including the Development Corporation Act, Texas Local Government
Code, Title 12, Subtitle Cl, as amended (the "Act"), specifically Chapters 501 and 504 of the
Local Government Code, with its principal office located in the City of Southlake, Texas, for
value received, hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, solely from the revenues and sources pledged under the Resolution
identified below, the Principal Amount hereinabove stated on August 15 in each of the years
and in principal amounts and bearing interest at per annum rates in accordance with the
following schedule
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from Section 2 hereof)
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the Bond Date at the per annum rates
of interest specified above computed on the basis of a 360-day year of twelve 30-day months;
such interest being payable on each February 15 and August 15, commencing February 15,
2018, until maturity or prior redemption Principal installments of this Bond are payable in the
year of maturity or on a redemption date to the registered owner hereof by The Bank of New
York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon
presentation and surrender at its designated offices in East Syracuse, New York (the
"Designated Payment/Transfer Office"), or its successor. Interest is payable to the registered
owner of this Bond whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date," which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
All payments of principal of, premium, if any, and interest on this Bond shall be without
exchange or collection charges to the registered owner hereof and in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where
the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized
by law or executive order to be closed, 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 be closed, and payment on such date shall have the same force
and effect as if made on the original date payment was due.
28227143 3/11703099 14
Section 10 Definitions For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided
"Act" - The Development Corporation Act, Texas Local
Government Code, Title 12, Subtitle Cl, as amended (the "Act"),
including specifically Chapters 501 and 504 of the Texas Local
Government Code.
"Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter
into, as the case may be, in the future in accordance with the terms and
conditions provided in Section 18 hereof and which, together with the
Bonds, are equally and ratably secured by a parity pledge of and claim on
the Pledged Revenues under the terms of this Resolution and a
Supplemental Resolution.
"Average Annual Debt Service" - That amount which, at the time
of computation, is derived by dividing the total amount of Debt Service to
be paid over a period of years as the same is scheduled to become due
and payable by the number of years taken into account in determining the
total Debt Service. Capitalized interest payments provided from proceeds
of borrowings of the Corporation shall be excluded in making the
aforementioned computation
"Board" -The Board of Directors of the Corporation
"Bonds" - The "Southlake Community Enhancement and
Development Corporation Sales Tax Revenue Bonds, Series 2017"
authorized by this Resolution.
"City" - The City of Southlake, Texas.
"Corporation" - The Southlake Community Enhancement and
Development Corporation, a non-profit corporation organized and existing
under and pursuant to the laws of the State of Texas, including the Act
and on behalf of the City of Southlake, Texas.
"Debt Service" - As of any particular date of computation, with
respect to any obligations and with respect to any period, the aggregate
of the amounts to be paid or set aside by the Corporation 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 the maximum legal per
annum rate applicable to such obligations, 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
28227143 3/11703099 15
"Depository" - A commercial bank or other qualified financial
institution eligible and qualified to serve as the custodian of the
Corporation's monetary accounts and funds
"Fiscal Year" - The twelve month financial accounting period used
by the Corporation ending September 30 in each year, or such other
twelve consecutive month period established by the Corporation.
"Government Obligations" - (i) direct noncallable 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, (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations unconditionally guaranteed or insured
by the agency or instrumentality and on the date of their acquisition or
purchase by the Corporation are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its
equivalent, (iii) 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 of their acquisition or purchase by the
Corporation, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and (iv) any
other then authorized securities or obligations under applicable State law
that may be used to defease obligations such as the Bonds.
"Gross Sales Tax Revenues" - All of the revenues or receipts due
or owing to, or collected or received by or on behalf of the Corporation by
the City or otherwise pursuant to the Act and the election held January
20, 1996, less any amounts due and owed to the Comptroller of Public
Accounts of the State of Texas as charges for the collection of the Sales
Tax or retention by said Comptroller for refunds and to redeem
dishonored checks and drafts, to the extent such charges and retention
are authorized or required by law
"Outstanding" -When used in this Resolution with respect to
Bonds or Parity Obligations, as the case may be, means, as of the date of
determination, all Bonds and Parity Obligations theretofore sold, issued
and delivered by the Corporation, except: those Bonds or Parity
Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such
obligations; those Bonds or Parity Obligations paid or deemed to be paid
in accordance with the provisions of Section 24 hereof or similar
provisions of any Supplemental Resolution authorizing the issuance of
Additional Obligations, or those Bonds or Parity Obligations that have
been mutilated, destroyed, lost, or stolen and replacement obligations
have been registered and delivered in lieu thereof
"Parity Obligations" - Collectively, the Previously Issued Bonds,
the Bonds and Additional Obligations.
"Pledged Revenues" - Collectively (i) Gross Sales Tax
Revenues from time to time deposited or owing to the Pledged Revenue
28227143.3/11703099 16
Fund and (ii) such other money, income, revenue, receipts or other
property as may be specifically dedicated, pledged or otherwise
encumbered in a Supplemental Resolution for the payment and security
of Parity Obligations
"Previously Issued Bonds" — The outstanding "Southlake
Community Enhancement and Development Corporation Sales Tax
Revenue Bonds, Series 2016," dated August 1, 2016
"Sales Tax" - The local sales and use tax authorized under the
Act, and approved at an election held on May 9, 2015, with the effective
date for the imposition and application of such Sales Tax within the
corporate limits of the City by the Comptroller of Public Accounts of the
State of Texas being October 1, 2015, together with any increases in the
rate of such Sales Tax authorized and provided by law
"Supplemental Resolution" - Any resolution of the Board
supplementing this Resolution for the purpose of authorizing and
providing the terms and provisions of the Bonds or Additional Obligations,
or supplementing or amending this Resolution for any other authorized
purpose permitted in Section 18 or 25 hereof, including resolutions
authorizing the issuance of Additional Obligations or pledging and
encumbering income, revenues, receipts or property other than the Gross
Sales Tax Revenues to the payment and security of the Parity
Obligations.
Section 11. Pledge. The Corporation hereby covenants and agrees that the Pledged
Revenues, with the exception of those in excess of the amounts required for the payment and
security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of
the Bonds and Additional Obligations, if issued, including the establishment and maintenance of
the special funds created and established in this Resolution and any Supplemental Resolution,
all as hereinafter provided The Corporation hereby resolves the Parity Obligations shall
constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and
any Supplemental Resolution, which lien shall be valid and binding and fully perfected from and
after the date of adoption of this Resolution without physical delivery or transfer or transfer of
control of the Pledged Revenues, the filing of this Resolution or any other act, all as provided in
Texas Government Code, Chapter 1208, as amended.
Texas Government Code, Chapter 1208, as amended, as amended, applies to the
issuance of the Bonds and the pledge of the Pledged Revenues granted by the Corporation
under this Section 11, and such pledge is therefore valid, effective and perfected. If Texas law
is amended at any time while the Bonds are Outstanding such that the pledge of the Pledged
Revenues granted by the Corporation under this Section 11 is to be subject to the filing
requirements of Texas Business and Commerce Code, Chapter 9, as amended, then in order to
preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge, the Corporation agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Texas Business and
Commerce Code, Chapter 9, as amended, and enable a filing to perfect the security interest in
said pledge to occur.
28227143 3/11703099 17
Section 12. Pledged Revenue Fund The Corporation hereby agrees and covenants
to establish and maintain a fund or account at a Depository for the deposit of the Pledged
Revenues as received by the Corporation, which fund or account shall be known on the books
and records of the Corporation as the "Pledged Revenue Fund". All Pledged Revenues
deposited to the credit of such Fund shall be accounted for separate and apart from all other
revenues, receipts and income of the Corporation and, with respect to the Gross Sales Tax
Revenues, the Corporation shall further account for such funds separate and apart from the
other Pledged Revenues deposited to the credit of the Pledged Revenue Fund. All Pledged
Revenues deposited to the credit of the Pledged Revenue Fund shall be appropriated and
expended to the extent required by this Resolution and any Supplemental Resolution for the
following uses and in the order of priority shown
First: To the payment of the amounts required to be deposited in the
Bond Fund for the payment of Debt Service on the Parity Obligations as
the same becomes due and payable,
Second: To the payment of the amounts required to be deposited in any
reserve fund to establish and maintain any required reserve in
accordance with the provisions of any Supplemental Resolution;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations, and
Fourth. To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a
lien on the Pledged Revenues subordinate to the lien created herein on
behalf of the Parity Obligations
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law
Section 13. Bond Fund For the purpose of providing funds to pay the principal of and
interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and
special account or fund on the books and records of the Corporation known as the "Southlake
Community Enhancement and Development Corporation Debt Service Fund" (the "Bond Fund"),
and all monies deposited to the credit of such Fund shall be held in a special banking fund or
account maintained at a Depository of the Corporation. The Corporation covenants that there
shall be deposited into the Bond Fund prior to each principal and interest payment date from the
Pledged Revenues an amount equal to one hundred per centum (100%) of the interest on and
the principal of the Bonds then falling due and payable, and such deposits to pay principal and
accrued interest on the Bonds shall be made in substantially equal monthly installments on or
before the 10th day of each month, beginning on or before the 10th day of the month next
following the delivery of the Bonds to the initial purchasers.
The required deposits to the Bond Fund for the payment of principal of and interest on
the Bonds shall continue to be made as hereinabove provided until (i) the total amount on
28227143.3/11703099 18
deposit in the Bond Fund is equal to the amount required to fully pay and discharge all Parity
Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer Outstanding.
Section 14. Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund, such deficiency shall be cured as
soon as possible from the next available Pledged Revenues, or from any other sources
available for such purpose
Section 15. Payment of Bonds. While any of the Bonds are Outstanding, the
designated financial officer of the Corporation shall cause to be transferred to the Paying
Agent/Registrar, from funds on deposit in the Bond Fund amounts sufficient to fully pay and
discharge promptly as each installment of interest and principal of the Bonds accrues or
matures, such transfer of funds to be made in such manner as will cause immediately available
funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business
day next preceding the date of payment for the Bonds.
Section 16. Investments - Security of Funds. Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (Texas
Government Code, Chapter 2256, as amended), including investments held in book-entry form,
provided that all such deposits and investments shall be made in such a manner that the money
required to be expended from any Fund will be available at the proper time or times Such
investments shall be valued in terms of current market value within 45 days of the close of each
Fiscal Year All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the appropriate account of the Bond
Fund All interest and income derived from deposits in and investments of funds or accounts
shall be credited to and deposited in the Pledged Revenue Fund All such investments shall be
sold promptly when necessary to prevent any default in connection with the Parity Obligations
Money deposited to the credit of the Pledged Revenue Fund and Bond Fund, to the
extent not invested and not otherwise insured by the Federal Deposit Insurance Corporation or
similar agency, shall be secured by a pledge of direct obligations of the United States of
America, or obligations unconditionally guaranteed by the United States of America.
Section 17. Issuance of Additional Parity Obligations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
purpose. Such Additional Obligations may be issued in such form and manner as the
Corporation shall determine, provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the authorization and issuance of the same
are satisfied, to wit:
(1) The Treasurer of the Corporation (or other officer of the Corporation then
having the primary responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating that, to the best of
his or her knowledge and belief, the Corporation is not then in default as
to any covenant, obligation or agreement contained in this Resolution or a
Supplemental Resolution.
28227143.3/11703099 19
(2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records
of the Corporation, the Gross Sales Tax Revenues received by the
Corporation for either (i) the last completed Fiscal Year next preceding
the adoption of the Supplemental Resolution authorizing the issuance of
the proposed Additional Obligations or (ii) any twelve (12) consecutive
months out of the previous fifteen (15) months next preceding the
adoption of the Supplemental Resolution authorizing the Additional
Obligations were equal to not less than 1 25 times the maximum annual
Debt Service for all Parity Obligations then Outstanding after giving effect
to the issuance of the Additional Obligations then being issued
Section 18. Refunding Bonds. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Parity Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 17 hereof shall be satisfied, and shall give effect to the refunding
Section 19. Right to Create Subordinate Debt. Except as may be limited by a
Supplemental Resolution, the Corporation shall have the right to issue or create any debt
payable from or secured by a lien on all or any part of the Pledged Revenues for any lawful
purpose without complying with the provisions of Section 17 or 18 hereof, provided the pledge
and the lien securing such debt is subordinate to the pledge and lien established, made and
created in Section 11 of this Resolution with respect to the Pledged Revenues to the payment
and security of the Parity Obligations.
Section 20. Confirmation and Levy of Sales Tax. (a) The Board hereby represents
the City has duly complied with the provisions of the Act for the levy of the Sales Tax at the rate
voted at the election held by and within the City on May 9, 2015, and such Sales Tax is being
imposed within the corporate limits of the City and the receipts of such Sales Tax are being
remitted to the City by the Comptroller of Public Accounts on a monthly basis.
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a
higher rate if legally permitted, to be levied and collected continuously, in the manner and to the
maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this
Section to be ordered or permitted while any Bonds shall remain Outstanding
(c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax.
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
the Act, at the earliest and most frequent times permitted by law.
28227143 3/11703099 20
(e) The Corporation agrees to use its best efforts to cause the City to comply with
the Act and shall cause the Gross Sales Tax Revenues to be deposited to the credit of the
Pledged Revenue Fund in their entirety immediately upon receipt by the City In the alternative
and if legally authorized, the Corporation shall, by appropriate notice, direction, request or other
legal method, use its good-faith efforts to cause the Comptroller of Public Accounts of the State
of Texas (the "Comptroller") to pay all Gross Sales Tax Revenues directly to the Corporation for
deposit to the Pledged Revenue Fund
Section 21. Records and Accounts The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close
of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Each such audit, in addition to whatever other
matters may be thought proper by the accountant, shall particularly include the following
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
(2) A balance sheet for the Corporation as of the end of such Fiscal
Year
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report (and may be reflected in the audit of the City) and be accompanied by an opinion of the
accountant to the effect that such examination was made in accordance with generally accepted
auditing standards and contain a statement to the effect that in the course of making the
examination necessary for the report and opinion, the accountant obtained no knowledge of any
default of the Corporation on the Bonds or in the fulfillment of any of the terms, covenants or
provisions of this Resolution, or under any other evidence of indebtedness, or of any event
which, with notice or lapse of time, or both, would constitute a failure of the Corporation to
comply with the provisions of this Resolution or if, in the opinion of the accountants, any such
failure to comply with a covenant or agreement hereof, a statement as to the nature and status
thereof shall be included
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 180 days
following the close of each Fiscal Year insofar as is possible
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
Section 22. Representations as to Security for the Bonds. (a) The Corporation
represents and warrants that, except for the Parity Obligations, the Pledged Revenues are and
will be and remain free and clear of any pledge, lien, charge or encumbrance thereon or with
respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by
this Resolution except as expressly provided herein
(b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
28227143 3/11703099 21
(c) The Corporation shall at all times, to the extent permitted by law, defend,
preserve and protect the pledge of the Pledged Revenues and all the rights of the Holders
against all claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged
Revenues, as herein set forth, are established and shall be for the equal benefit, protection and
security of the owners and holders of Parity Obligations without distinction as to priority and
rights under this Resolution
(f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation.
The Bonds may not be paid in whole or in part from any property taxes raised or to be raised by
the City and shall not constitute debts or obligations of the State or of the City, and the Holders,
shall never have the right to demand payment out of any funds raised or to be raised by any
system of ad valorem taxation
Section 23. Satisfaction of Obligation of Corporation. If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution,
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturities thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been
made) the redemption date thereof.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)
years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to
any applicable unclaimed property laws of the State of Texas.
28227143.3/11703099 22
Section 24. Resolution a Contract -Amendments This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section and in Section 40 The Corporation, may, without the consent of or
notice to any Holders, from time to time and at any time, amend this Resolution in any manner
not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency, or formal defect or omission herein In addition, the Corporation may, with the
written consent from the owners holding a majority in aggregate principal amount of the Parity
Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions
of this Resolution; provided that, without the written consent of all Holders of Outstanding Bonds
effected, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds,
(2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal
amount of Bonds or Parity Obligations, as the case may be, required to be held for consent to
any such amendment, addition, or rescission.
Section 25. Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds
Section 26. Notices to Holders -Waiver Wherever this Resolution provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
28227143.3/11703099 23
Section 27 Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation
Section 28. Sale of Bonds Pursuant to a public sale for the Bonds, the bid submitted
by Citigroup Global Markets Inc (herein referred to as the "Underwriters") is declared to be the
best bid received producing the lowest true interest cost rate to the Corporation, and the sale of
the Bonds to said Underwriters at the price of par plus a cash premium of $268,327.32, is
hereby determined to be in the best interests of the Corporation and is approved and confirmed
Delivery of the Bonds to the Underwriters shall occur as soon as possible upon payment being
made therefor in accordance with the terms of sale The Initial Bond shall be registered in the
name as provided in the winning bid
Section 29. Official Statement. The use of the Preliminary Official Statement by the
Purchasers in connection with the public offering and sale of the Bonds is hereby ratified,
confirmed and approved in all respects The final Official Statement, which reflects the terms of
sale, together with such changes approved by the President, Vice President, Secretary of the
Board of Directors, or Treasurer (one or more of said officials), shall be and is hereby in all
respects approved and the Purchasers are hereby authorized to use and distribute said final
Official Statement, dated June 6, 2017, in the reoffering, sale and delivery of the Bonds to the
public. The President or Vice President and Secretary of the Board of Directors are further
authorized and directed to manually execute and deliver for and on behalf of the Corporation
copies of said Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the Board of Directors and constitute the Official Statement
authorized for distribution and use by the Purchasers.
Section 30. Proceeds of Sale. The proceeds of sale of the Bonds, excluding amounts
to pay costs of issuance, shall be deposited in a construction fund maintained at a depository of
the Corporation. Pending expenditure for the Project, such proceeds of sale may be invested in
authorized investments in accordance with the provisions of Texas Government Code, Chapter
2256, as amended, including specifically guaranteed investment contracts permitted in Texas
Government Code, Section 2256.015, et seq, and any investment earnings realized shall be
expended for the Project or deposited in the Bond Fund. All surplus proceeds of sale of the
Bonds, including investment earnings, remaining after completion of the Project shall be
deposited to the credit of the Bond Fund.
Section 31. Legal Opinion The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Attorneys,
Dallas, Texas, Bond Counsel for the Corporation, approving such Bonds as to their validity, said
opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true
and correct reproduction of said opinion is hereby authorized to be printed on the definitive
Bonds or an executed counterpart thereof shall accompany the global Bonds deposited with
DTC.
28227143.3/11703099 24
Section 32. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the
legality thereof and neither the Corporation nor attorneys approving said Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive
Bonds
Section 33. Control and Custody of Bonds. The President or Vice President of the
Board of Directors shall be and is hereby authorized to take and have charge of all necessary
orders and records pending investigation by the Attorney General of the State of Texas, and
shall take and have charge and control of the Initial Bond pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery
thereof to the Purchasers
Section 34. Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
Section 35. Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein
Section 36. Governing Law This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
Section 37. Severability. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision
Section 38 Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
Section 39. Incorporation of Findings and Determinations. The findings and
determinations of the Board of Directors contained in the preamble hereof are hereby
incorporated by reference and made a part of this Resolution for all purposes as if the same
were restated in full in this Section.
Section 40. Continuing Disclosure Undertaking.
(a) Definitions As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
28227143 3/11703099 25
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange
Commission
(b) Annual Reports. The Corporation shall provide annually to the MSRB (1) within
six months after the end of each fiscal year ending in or after 2017, financial information and
operating data with respect to the Corporation of the general type of information contained in
Tables 1 through 3 in the Official Statement, and (2) within twelve months after the end of each
fiscal year ending in or after 2017, audited financial statements of the City. If the audit of such
financial statements is not complete within twelve months after any such fiscal year end, the
Corporation shall file unaudited financial statements of the City within such twelve month period
and audited financial statements for the applicable fiscal year, when and if the audit report on
such statements becomes available. Any financial statements so provided shall be prepared in
accordance with the accounting principles the City is required to employ from time to time
pursuant to state law or regulation, and audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
If the Corporation 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 Corporation otherwise
would be required to provide financial information and operating data pursuant to this Section
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 available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The Corporation shall provide notice of any of the
following events with respect to the Bonds to the MSRB in a timely manner and not more than
10 business days after occurrence of the event:
1. Principal and interest payment delinquencies,
2. Non-payment related defaults, if material;
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, 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;
7. Modifications to rights of holders of the Bonds, if material;
28227143.3/11703099 26
8 Bond calls, if material, and tender offers;
9 Defeasances,
10 Release, substitution, or sale of property securing repayment of
the Bonds, if material,
11 Rating changes,
12 Bankruptcy, insolvency, receivership, or similar event of the
Corporation, which shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition
involving the Corporation or the sale of all or substantially all of its
assets, other than in the ordinary course of business, the entry
into of 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
14 Appointment of a successor or additional trustee or the change of
name of a trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Corporation in a proceeding under the United States 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
Corporation, 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 Corporation.
The Corporation shall notify the MSRB, in a timely manner, of any failure by the
Corporation to provide financial information or operating data in accordance with subsection (b)
of this Section by the time required by such Section
(d) Filings with the MSRB All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB
(e) Limitations, Disclaimers and Amendments. The Corporation shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Corporation remains an "obligated person" with respect to the Bonds within the meaning
of the Rule, except that the Corporation in any event will give the notice required by subsection
(c) of this Section of any Bond calls and defeasance that cause the Corporation to be no longer
such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds; and, nothing in this Section, express or implied, shall give any benefit or
28227143.3/11703099 27
any legal or equitable right, remedy, or claim hereunder to any other person. The Corporation
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section Except as expressly
provided within this Section, the Corporation does not undertake to provide any other
information, whether or not it may be relevant or material to a complete presentation of the
Corporation's financial results, condition, or prospects, nor does the Corporation undertake to
update any information provided in accordance with this Section or otherwise Furthermore, the
Corporation 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 CORPORATION BE LIABLE TO THE
HOLDER 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 CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, 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
No default by the Corporation in observing or performing its obligations under this
Section shall constitute a breach of or default under this Resolution for purposes of any other
provision of this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Corporation under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the Corporation from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the Corporation, but only if (1) the provisions of this Section, 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 (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Resolution that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that
such amendment will not materially impair the interests of the Holders and beneficial owners of
the Bonds. The provisions of this Section may also be amended from time to time or repealed
by the Corporation if the SEC amends or repeals the applicable provisions of the Rule or a court
of final jurisdiction determines that such provisions are invalid, but only if and to the extent that
reservation of the Corporation's right to do so would not prevent underwriters of the initial public
offering of the Bonds from lawfully purchasing or selling Bonds in such offering If the
Corporation so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided pursuant to subsection (b) of this Section
an explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
Section 41. Further Procedures. Any one or more of the President, Vice President or
Secretary of the Board of Directors, or the Treasurer of the Corporation are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all
28227143.3/11703099 28
such acts and things and to execute, acknowledge and deliver in the name and on behalf of the
Corporation all agreements, instruments, certificates or other documents, whether mentioned
herein or not, as may be necessary or desirable in order to carry out the terms and provisions of
this Resolution and the issuance of the Bonds In addition, prior to the initial delivery of the
Bonds, the President, Vice President or Secretary of the Board of Directors or Treasurer, or
Bond Counsel to the Corporation are each hereby authorized and directed to approve any
changes or corrections to this Resolution or to any of the documents authorized and approved
by this Resolution (i) in order to cure any ambiguity, formal defect or omission in this Resolution
or such other document; or (ii) as requested by the Attorney General of the State of Texas or his
representative to obtain the approval of the Bonds by the Attorney General and if such officer or
counsel determines that such changes are consistent with the intent and purpose of this
Resolution, which determination shall be final. In the event that any officer of the Corporation
whose signature shall appear on any document shall cease to be such officer before the
delivery of such document, such signature nevertheless shall be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery
Section 42. Covenants Regarding Tax-Exempt Status.
(a) Definitions When used in this Section, the following terms have the following
meanings
"Closing Date" means the date on which the Bonds are first authenticated and delivered
to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1 148-1(b) of the Regulations
"Gross Proceeds" means any proceeds as defined in Section 1 148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations
"Nonpurpose Investment" means any investment property, as defined in Section 148(b)
of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to
carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1 148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue
Code of 1954, which are applicable to the Bonds Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation
designed to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Bonds has the meaning set forth in Section 1 148-4 of the Regulations
28227143.3/11703099 29
(b) Not to Cause Interest to Become Taxable. The Corporation shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in Section 61 of the Code, of the
owner thereof for federal income tax purposes Without limiting the generality of the foregoing,
unless and until the Corporation receives a written opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not
adversely affect the exemption from federal income tax of the interest on any Bond, the
Corporation shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments The Bonds are being issued to finance the
costs of the Project for and on behalf of the City, a political subdivision of the State of Texas
and, in connection therewith, the City in its approval of the issuance of the Bonds has agreed
that, except as permitted by Section 141 of the Code and the Regulations and rulings
thereunder, the Project shall at all times prior to the last Stated Maturity of Bonds
(i) be exclusively owned, operated and maintained by the City, and prohibits
the City from using or permitting the use of such Gross Proceeds or any property
acquired, constructed or improved with such Gross Proceeds in any activity carried on
by any person or entity other than a state or local government, unless such use is solely
as a member of the general public, and
(ii) prohibits the City from directly or indirectly imposing or accepting any
charge or other payment for use of Gross Proceeds of the Bonds or for any property the
acquisition, construction or improvement of which is to be financed or refinanced directly
or indirectly with such Gross Proceeds, other than taxes of general application within the
City or interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the Corporation shall not use Gross Proceeds of the
Bonds to make or finance loans to any person or entity other than a state or local government.
For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to
a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take or pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the Corporation shall not at any time prior
to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Bonds.
28227143.3/11703099 30
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of
the Code and the Regulations and rulings thereunder, the Corporation shall not take or omit to
take any action which would cause the Bonds to be federally guaranteed within the meaning of
Section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The Corporation shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038 G or such other
form and in such place as the Secretary may prescribe
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder
(i) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six years after the day on
which the last outstanding Bond is discharged. However, to the extent permitted by law,
the Corporation may commingle Gross Proceeds of the Bonds with other money of the
Corporation, provided that the Corporation separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith
(ii) Not less frequently than each Computation Date, the Corporation shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the
Code and the Regulations and rulings thereunder The Corporation shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the
Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from
the gross income of the owners thereof for federal income tax purposes, the Corporation
shall pay to the United States out of the Bond Fund or its general fund, as permitted by
applicable Texas statute, regulation or opinion of the Attorney General of the State of
Texas, the amount that when added to the future value of previous rebate payments
made for the Bonds equals (i) in the case of a Final Computation Date as defined in
Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be
made at the times, in the installments, to the place and in the manner as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms and information as is or may
be required by Section 148(f) of the Code and the Regulations and rulings thereunder.
(iv) The Corporation shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a reasonable
amount of time thereafter (and in all events within one hundred eighty (180) days after
discovery of the error), including payment to the United States of any additional Rebate
Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h)
of the Regulations
28227143.3/11703099 31
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the Corporation shall not, at any time
prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any
transaction that reduces the amount required to be paid to the United States pursuant to
Subsection (h) of this Section because such transaction results in a smaller profit or a larger
loss than would have resulted if the transaction had been at arm's length and had the Yield of
the Bonds not been relevant to either party
(j) Elections The Corporation hereby directs and authorizes the President, Vice
President and Secretary of the Board of Directors and Treasurer of the Corporation, individually
or jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
Section 43. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended
Section 44. Effective Date This Resolution shall be in force and effect from and after
its passage on the date shown below
[remainder of page left blank intentionally]
28227143 3/11703099 32
PASSED AND ADOPTED, this June 6, 2017
SOUTHLAKE COMMUNITY ENHANCEMENT
AND DEVELOPMENT CORPORATION
/11.9-.
President, Board of Directors
ATTEST.
Sea:tary, :•ard of Directors
28227143 3/11703099 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
28227143 3/11703099 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of June 6, 2017 (this "Agreement"), by and
between The Bank of New York Mellon Trust Company, N A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank") and the
Southlake Community Enhancement and Development Corporation (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
"SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION SALES
TAX REVENUE BONDS, SERIES 2017" (the "Securities"), dated June 1, 2017, such Securities
scheduled to be delivered to the initial purchasers thereof on or about July 6, 2017, and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities,
NOW, THEREFORE, it is mutually agreed as follows
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined) The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities
Section 1.02 Compensation As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel)
28379292.1/11703099
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3 01 hereof The Bank will notify the Issuer in writing of any
change in location of the Bank Office
"Financial Advisor" means FirstSouthwest, a Division of Hilltop Securities
Inc
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4 06 hereof and the
Authorizing Document)
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
28379292 1/11703099 2
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable
Section 2.02 Other Definitions The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O Box 396 111 Sanders Creek Pkwy Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document) All payments of principal and/or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5 05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register- Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
28379292.1/11703099 3
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe All transfers, exchanges and
replacements of Securities shall be noted in the Security Register
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time
Section 4.04 List of Security Holders The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
28379292.1/11703099 4
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled Securities The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen
Section 4.07 Transaction Information to Issuer The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3 01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4 01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4 06
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
28379292 1/11703099 5
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile
or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions
Section 5.03 Recitals of Issuer The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds
Section 5.04 May Hold Securities The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment
28379292.1/11703099 6
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision
The Bank is not obligated to pay interest on any money received by it under this
Agreement
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6 03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal
corporate office of the Bank in the City of Dallas, Texas
Section 5.08 DTC Services It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto
28379292.1/11703099 7
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other
Section 6.03 Notices Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof
Section 6.04 Effect of Headings The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof
Section 6.05 Successors and Assigns All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern
Section 6.10 Counterparts This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities
28379292 1/11703099 8
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas
[Remainder of page left blank intentionally
28379292.1/11703099 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By.
Title
Attest: th
Address- 2001 Bryan Street, 10Floor
Dallas, Texas 75201
Title
[signature page to Paying Agent/Registrar Agreement — signatures continue on next page]
28379292.1/11703099 5-1
SOUTHLAKE COMMUNITY ENHANCEMENT
AND DEVELOPMENT CORPORATION
By: 411.7"-v /-�
President, Board of I actors
Address. 1400 Main Street
Southlake, Texas 76092
Attest:
Secretary, :oard of Directors
[signature page to Paying Agent/Registrar Agreement]
283792921/11703099 S-2