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2001-053i59`u44 Ott 0 0 O l- d 53 A RESOLUTION by the City Council of the City of Southlake, Texas, relating to the "Southlake Parks Development Corporation Taxable Sales Tax Third Lien Revenue Bonds, Series 2001-A"; approving (i) the resolution of the Southlake Parks Development Corporation authorizing the issuance of such Bonds and (ii) the execution, on behalf of the City, of the Financing/Use Agreement relating to such financing by the Corporation; resolving other matters incident and related to the issuance of such Bonds; and her an effective date. WHEREAS, Southlake Parks Development Corporation (the "Issuer") was created by the City of Southlake, Texas (the "City"), pursuant to the provisions of Section 4B of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"); and WHEREAS, the Issuer is empowered to issue bonds for the purpose of defraying the cost of any "project" defined as such by the Act; and WHEREAS, the Act defines "project" to include land, buildings, equipment, facilities, and improvements found by the Board of Directors of the Issuer to be required or suitable for use for sports and entertainment and public park purposes or promote or develop new and expanded business enterprises; and WHEREAS, the Issuer has determined to finance on behalf of the City a park project involving the acquisition of land, buildings, equipment, facilities and improvements required or suitable for use for professional and amateur (including children's) sports, athletic, entertainment, and public park purposes and events, including stadiums and ball parks (Texas School of Baseball) -(the "Project"); and WHEREAS, Section 25(f) of the Act requires the City Council of the City approve the resolution of the Issuer providing for the issuance of the Bonds no more than sixty (60) days prior to the delivery of the Bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: The Resolution authorizing the issuance of $1,500,000 "Southlake Parks Development Corporation Taxable Sales Tax Third Lien Revenue Bonds, Series 2001-A" adopted by the Issuer (the "Issuer Resolution") on July 17, 2001 and submitted to the City Council this day, is hereby approved in all respects. The Bonds are being issued to finance the acquisition of the Project, which will be located within the City of Southlake, and the Bonds are to be delivered to the owner of the Project in exchange and upon transfer of ownership of the Project to the City, and the City will thereafter be fully responsible for the upkeep, maintenance and use of the Project. SECTION 2: The approvals herein given are in accordance with Section 25(f) of the Act and the Issuer's bylaws, and the Bonds shall never be construed an indebtedness or pledge of the City, or the State of Texas (the "State"), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to Section 4B of the Act) or any other revenues of the Issuer, the City, or the State, except those revenues assigned and pledged by the Issuer Resolution. 45059881.1 SECTION 3: The City hereby agrees to promptly collect and remit to the Issuer the Gross Sales Tax Revenues (as defined in the Issuer Resolution) in accordance with the terms of the Issuer Resolution and the Act to provide for the prompt payment of the Bonds, and tc assist and cooperate with the Issuer in the enforcement and collection of sales and use taxes imposed on behalf of the Issuer. SECTION 4: The Financing/Use Agreement by and between the City and the Issuer in relation to the Project, attached hereto as Exhibit A and incorporated by reference as a part of this resolution for all purposes, with respect to the obligations of the City and Issuer during the time the Bonds are outstanding, is hereby approved as to form and substance and the Mayor and the City Secretary are hereby authorized to execute and deliver such agreement for and on behalf of the City and as the act and deed of this City Council. Furthermore, the Mayor and the City Secretary and the other officers of the City are hereby authorized, individually or jointly, to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. SECTION 5: 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 V.T.C.A., Government Code, Chapter 551, as amended. SECTION 6: This Resolution shall be in force and effect from and after its passage on the date shown below. PASSED AND ADOPTED, this July 17, 2001. ATTEST: City Secretary City Seal) 45059881.1 a11 2 CITY OF SOUTHLAKE, TEXAS ea FINANCING/USE AGREEMENT This Financing/Use Agreement (this "Agreement') is made to be effective as of the 17`h day of July, 2001, by and between the City of Southlake, Texas, a duly incorporated and existing municipal corporation and political subdivision of the State of Texas (the "City") and the Southlake Parks Development Corporation, a non-profit industrial development corporation organized and existing under the laws of the State of Texas, including Vernon's Ann. Civ. St., Section 4B of Article 5190.6, (the "Corporation") RECITALS WHEREAS, the Corporation on behalf of the City is to finance a park project involving the acquisition of land, buildings, equipment, facilities and improvements required or suitable for use for professional and amateur (including children's) sports, athletic, entertainment, and public park purposes and events, including stadiums and ball parks (Texas School of Baseball) -(the Project"); and WHEREAS, such financing contemplates the issuance and delivery of the Corporation's taxable bonds in the principal amount of $1,500,000 to the owners of the land and facilities upon ownership of such land and facilities being transferred to the City; and WHEREAS, the Corporation shall have no duties or responsibilities with respect to the Project other than to finance the acquisition of such land and facilities for and on behalf of the City; AGREEMENT 1. Financing of Project: For and in consideration of the City's covenants and agreements herein contained and subject to the terms contained herein, the Corporation hereby agrees to issue a series of obligations to be known as "Southlake Parks Development Corporation Taxable Sales Tax Third Lien Revenue Bonds, Series 2001-A", hereinafter called the "Bonds", and deliver the same to David L. Thorne and Beverly A. Thorne in exchange for and upon the transfer of the ownership of the Project to the City. 2. Use of Project. Until all the Bonds have been fully paid, discharged and retired, the upkeep and maintenance of the Project will be the responsibility of the City and the Corporation shall have no responsibility with respect to the operation, upkeep and maintenance of the Project. 3. Receipt and Transfer of Proceeds of Sales Tax. The City agrees, in cooperation with the Corporation, to take such actions as are required to cause the "Gross Sales Tax Revenues" as such term is defined in the resolution authorizing the issuance of the Bonds) received from the Comptroller of Public Accounts of the State of Texas for and on behalf of the Corporation to be transferred and deposited immediately upon receipt by the City to the credit of the banking or monetary fund maintained at the depository designated by the Corporation and known on the books and records of the Corporation as the "Pledged Revenue Fund". 4. Modifications. This Agreement shall not be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge this Agreement in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought. 45059875.1 5. Entire Agreement. This Agreement, including the Exhibits, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings between the parties pertaining to such subject matter. 6. Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. 7. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 8. Applicable Law. This Agreement shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of the State of Texas. 9. Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year first above written. ATTEST: Secretary, Board of Directors Corporation Sea[) ATTEST: City Secretary City Seal) 45059875.1 2 SOUTHLAKE PARKS DEVELOPMENT CORPORATION President, Board of Directors CITY OF SOUTHLAKE, TEXAS ay MR- CIT A