1999-04-06 RESOLUTION NO. Q7-a
A RESOLUTION authorizing the issuance of "SOUTHLAKE PARKS
DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS,
SERIES 1999"; pledging certain "Pledged Revenues" of the Corporation,
including "Gross Sales Tax Revenues", to the payment of the principal of
and interest on said Bonds and enacting other provisions incident and
related to the issuance, payment, security and delivery of said bonds,
including the approval and execution of a Paying Agent/Registrar
Agreement, a Purchase Contract and a Financing/Use Agreement with the
City, and the approval and distribution of an Official Statement, and
resolving other matters incident and related to the issuance and sale of the
Bonds.
WHEREAS, the Board of Directors of the Corporation further finds and determines that
$4,655,000 in principal amount of bonds should be issued at this time to finance the purchase of
land and making improvements thereto for neighborhood parks and making additional
improvements to existing park land,including related road and streets improvements that enhance
such park facilities (the "Projects"); and
WHEREAS, in accordance with a "Notice of Public Hearing Relating to Southlake Parks
Development Corporation Projects" duly published on Fels. , 1999, in the Fort Worth
Star-Telegram, a newspaper of general circulation in the City of Southlake, Texas, a public
hearing was duly held and conducted prior to the adoption of this resolution by the Board of
Directors on the Corporation's intention to undertake and spend funds on said Projects; and
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WHEREAS, the Board of Directors has further determined and hereby finds that the
Projects to be financed by the issuance of the bonds are for and on behalf of the City of
Southlake, Texas, and the principal amount of such bonds and other obligations of the
Corporation payable in whole or in part from the "Sales Tax" (hereinafter defined), together with
the amount of the costs of other projects (other than such bonds and other obligations)for which
payments are to be made in cash directly from the proceeds of such "Sales Tax", do not exceed
$135,000,000 in the aggregate; now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHLAKE PARKS
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 $4,655,000 to be designated and bear the title "SOUTHLAKE PARKS DEVELOPMENT
CORPORATION SALES TAX REVENUE BONDS, SERIES 1999", hereinafter referred to as the
"Bonds" to provide funds to finance the purchase of land and making improvements thereto for
neighborhood parks and making additional improvements to existing park land, including related
road and streets improvements that enhance such park facilities, in conformity with the
Constitution and laws of the State of Texas, including Vemon's Ann. Civ. Stat., Article 5190.6.
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SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Bonds shall be issued as fully registered obligations, without coupons,
L s be Ap 1, 1999 'I " hm ,000
integralhall multipledated thereofril (within(the a Statedssue Maturity)Date ) and, shalls all be be numberedindeno consecutivelyinationsof $5
from Oneor (1any)
upward and shall become due and payable annually on August 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:
Principal Interest
Stated Maturity Amount Rates
L2001 $ 65,000 %
2002 70,000 %
2003 70,000 %
2004 70,000 %
2005 75,000 %
2006 75,000 %
2007 80,000 %
2008 85,000 %
2009 90,000 0,0
2010 95,000 %
2011 95,000 %
2012 100,000 %
2013 105,000 %
2014 110,000 %
2015 115,000 %
2016 120,000 %
�� 2017 120,000 %
2018 125,000 %
2019 130,000 %
2020 135,000 %
2021 140,000 %
2022 815,000 %
2023 855,000 %
2024 895,000 %
The Bonds shall bear interest on the unpaid principal amounts from the Issue 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 August 15, 1999.
SECTION 3. Terms of Payment - Paving Agent/Registrar. The principal of, 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
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the time of payment is legal tender for the payment of public and private debts, and shall be
Lwithout exchange or collection charges to the Holders.
The selection and appointment of Chase Bank of Texas, National Association, 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 and Secretary of the Board of Directors are hereby authorized to
execute and deliver such 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 Dallas, Texas (the "Designated Payment/Transfer
Office"). Interest on the Bonds shall be paid to the Holders whose name 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
'oilse 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.
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SECTION 4. Redemption. (a) Optional Redemption. The Bonds maturing on and after
August 15, 2009 shall be subject to redemption prior to maturity, at the option of the Corporation,
Lin 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 August 15, 2008 or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. 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 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.
(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 Bonds 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, or principal amount thereof,
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.
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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 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 Bonds (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.
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
764610.1
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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,
L 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 AgenURegistrar.
Upon surrender for transfer of a Bond 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 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 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 issue or
transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
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transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
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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.
SECTION 7. Execution - Registration. The Bonds shall be executed on behalf of the
Corporation by the President of the Board of Directors under its seal reproduced or impressed
thereon 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 Issue Date
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 9C, 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 9D, 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.
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L ‘tia, 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(s)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 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.
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B. Form of Bond.
REGISTERED REGISTERED
NO. _ $
UNITED STATES OF AMERICA
STATE OF TEXAS
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND, SERIES 1999
Issue Date: Interest Rate: Stated Maturity: CUSIP NO:
April 1, 1999
Registered Owner
•
Principal Amount DOLLARS
The Southlake Parks Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including Section 4B of Article 5190.6, Tex. Rev. Civ. St. Ann., as
amended, (the"Act"),with its principal office located in Tarrant County,Texas,for value received,
hereby promises to pay to the order of 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 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 (computed on
,, the basis of a 360-day year of twelve 30-day months)on the unpaid Principal Amount hereof from
the Issue Date at the per annum rate of interest specified above; such interest being payable on
February 15 and August 15 of each year, commencing August 15, 1999. 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, provided, however,while
E . this Bond is registered to Cede &Co., the payment of principal upon a partial redemption of the
principal amount hereof may be accomplished without presentation and surrender of this Bond.
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 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 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.
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This Bond is one of the series specified in its title issued in the aggregate principal amount
of$4,655,000(herein referred to as the"Bonds")to provide funds to finance the purchase of land
and making improvements thereto for neighborhood parks and making additional improvements
to existing park land, including related road and streets improvements that enhance such park
facilities, 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 and after August 15, 2009 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 August 15, 2008 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 a redemption date,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 the Bond to be redeemed at the address shown on the Security Register and subject
to the terms and provisions relating thereto contained in 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 of such Bond
redeemed.
L \✓ In the event of 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 by 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 selected 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.
The Bonds, together with the Previously Issued Bonds (identified and defined in the
Resolution), are payable solely from and equally and ratably secured by a pledge cf 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
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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 Previously
Issued Bonds and the Bonds.
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
N.- 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
1/41...„ 7
764610.1 -1 0-
LLe 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.
IN WITNESS WHEREOF,the Board of Directors of the Corporation has caused this Bond
to be duly executed under the official seal of the Corporation as of the Issue Date.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
LATTEST: President, Board of Directors
Secretary, Board of Directors
(SEAL)
C
C
L764610.1 -11-
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C. 'Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
) REGISTER NO.
OF PUBLIC ACCOUNTS )
)
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
(SEAL) of the State of Texas
D. Form of Certificate of Paying Aaent/Reoistrar to Appear on definitive Bonds.
LREGISTRATION 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
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 Dallas, Texas, is the
"Designated Payment/Transfer Office"for this Bond.
Chase Bank of Texas, National Association,
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
764610.1
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1 E. Form of Assignment.
11/4160, 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
Signature guaranteed: correspond with the 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 form of a single fully registered Initial Bond shall be modified as follows::
(i) immediately under the name of the bond the headings "Interest Rate " and
"Stated Maturity " shall both be omitted;"
(ii) Paragraph one shall read as follows:
L141.0' The Southlake Parks Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
Claws of the State of Texas, including Section 4B of Article 5190.6, Tex. Rev. Civ. St. Ann., as
amended, (the"Act"),with its principal office located in Tarrant County, Texas, for value received,
hereby promises to pay to the order of 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 schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal
Amount hereof from the Issue Date at the per annum rate of interest specified above;such interest
being payable on February 15 and August 15 of each year, commencing August 15, 1999.
Principal installments of this Bond are payable at its Stated Maturity or on a prepayment date to
the registered owner hereof by Chase Bank of Texas, National Association (the "Paying
1
cm.„ 764610.1
-13-
Ei '
Agent/Registrar'), upon its presentation and surrender, at its designated offices in Dallas,Texas
L (the "Designated Payment/Transfer Office"). 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 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 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.
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 of 1979, Vernon's Ann. Civ. St.,
Art. 5190.6, as amended at any time.
"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 Previously Issued Bonds, are equally and
ratably secured by a parity pledge of and claim on the Pledged Revenues under
Ivisalr the terms of this Resolution and a Supplemental Resolution.
"Board" - The Board of Directors of the Corporation.
"Bonds" - The "Southlake Parks Development Corporation Sales Tax
Revenue Bonds, Series 1999", dated April 1, 1999, authorized by this Resolution.
"City" -The City of Southlake, Texas.
"Corporation"-The Southlake Parks Development Corporation,a non-profit
industrial development corporation organized and existing under and pursuant to
the laws of the State of Texas, including Section 4B of the Act, with its principal
place of business in Tarrant County, 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
Le, 764610.1 14
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.
"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" - Direct obligations of the United States of
America, including obligations the principal of and interest on which are fully and
unconditionally guaranteed by the United States of America.
"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 Section 4B of the Act and the election held November 2,
1993, 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:
(1) 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;
(2) those Bonds or Parity Obligations paid or deemed to be paid in
accordance with the provisions of Section 25 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of Additional Obligations.
(3) 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't-Collectively, the Previously Issued Bonds, the Bonds
and Additional Obligations.
764610.1 -15-
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"Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from
it time to time deposited or owing to the Pledged Revenue 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 and unpaid "Southlake Parks
Development Corporation Refunding and Improvement Sales Tax Revenue Bonds,
Series 1997", dated February 15, 1997.
"Required Reserve" - The amount required to be accumulated and
maintained in the Reserve Fund under the provisions of Section 14 hereof.
"Sales Tax" - The local sales and use tax authorized under Section 4B of
the Act, approved at an election held on November 2, 1993, and 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 April 1,
1994, 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
E 140.. 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 Previously Issued Bonds, 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
without any further action by the Corporation and without any filing or recording with respect
thereto except in the records of the Corporation.
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
,, 764610.1 -16-
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Pledged Revenues deposited to the credit of the Pledged Revenue Fund. All Pledged Revenues
kiliwe 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 the
Reserve Fund to establish and maintain the Required Reserve in accordance with
the provisions of this Resolution and 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
Ei limy, 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 Parks Development Corporation Debt Service Account" (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. In addition to the monthly payments to the Bond
Fund for the payment of the Previously Issued Bonds, 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 deposit in
the Bond Fund and Reserve 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.
It
764610.1 -17-
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SECTION 14. Reserve Fund. (a)General Provisions. The Corporation agrees and
covenants to maintain on the books and records of the Corporation a separate and special fund
or account to be known as the "Reserve Account" (the "Reserve Fund"), which fund or account
shall be a special banking fund maintained at a Depository. The amounts deposited to the credit
of such fund or account shall be used solely for the payment of(i)the principal of and interest on
the Parity Obligations when(whether at maturity, upon a redemption date or any interest payment
date) other funds available for such purposes are insufficient, (ii) the amounts required to restore
or replenish in full the surety bond coverage afforded by a surety bond representing all or a portion
of the Required Reserve, and, in addition, may be used to the extent not required to maintain the
"Required Reserve", to pay, or provide for the payment of, the final principal amount of a series
of Parity Obligations so that such series of Parity Obligations is no longer deemed to be
"Outstanding" as such term is defined herein.
In accordance with the provisions of the Resolution authorizing the issuance of the
Previously Issued Bonds, the amount currently on deposit in the Reserve Fund is $663,862.50
(the "Current Reserve"), which Current Reserve is funded in full with a surety bond issued by
AMBAC Indemnity Corporation. By reason of the issuance of the Bonds the total amount required
to be deposited to the credit of the Reserve Fund shall be $ (the Required Reserve),
which amount is equal to the maximum annual Debt Service (calculated on a Fiscal Year basis)
for all Parity Obligations currently Outstanding (after giving effect to the issuance of the Bonds),
as determined on the date the Bonds are to be delivered to the initial purchasers. On the date
the Bonds are delivered to the initial purchasers, the Corporation shall deposit to the credit of the
Reserve Fund an additional surety bond equal to the difference between the Required Reserve
and the Current Reserve or a revised surety bond with surety bond coverage in an amount
sufficient to provide for the new Required Reserve .
141111re As and when Additional Obligations are delivered or incurred, the Required Reserve shall
be increased, if required, to an amount equal to the lesser of either(i)the maximum annual Debt
Service(calculated on a Fiscal Year basis)for all Parity Obligations then Outstanding(after giving
effect to the issuance of the Additional Obligations), as determined on the date each series of
Additional Obligations are delivered or incurred, as the case may be, or(ii)the maximum amount
that can be invested without restriction as to yield in a reasonably required reserve fund pursuant
. to Subsection (d) of Section 148 of the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder. Any additional amount required to be maintained in the
Reserve Fund shall be accumulated (i) by depositing to the credit of the Reserve Fund
(immediately after the delivery of the then proposed Additional Obligations)cash or an additional
surety bond or revised surety bond with surety bond coverage in an amount sufficient to provide
for the new Required Reserve to be fully or partially funded, or(ii)at the option of the Corporation,
by making monthly deposits from funds in the Pledged Revenue Fund on or before the 10th day
of each month following the month of delivery of the then proposed Additional Obligations, of not
less than 1/36th of the additional amount to be maintained in said Fund by reason of the issuance
of the Additional Obligations then being issued (or 1/36th of the balance of the additional amount
not deposited immediately in cash or provided by a surety bond).
While the cash and investments and/or surety bond coverage in the Reserve Fund total
not less than the Required Reserve, no deposits need be made to the credit of the Reserve Fund.
L., 764610.:
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Should the Reserve Fund at any time contain less than the Required Reserve(or so much thereof
L as shall then be required to be contained therein if Additional Obligations have been issued and
the Corporation has elected to accumulate all or a portion of the Required Reserve with Pledged
Revenues) or should the Corporation be obligated to repay or reimburse an issuer of a surety
bond to replenish and restore the full amount of surety bond coverage provided by a surety bond
held for the account of the Reserve Fund,the Corporation covenants and agrees to cause monthly
deposits to be made to the Reserve Fund on or before the 10th day of each month(beginning the
month next following the month the deficiency in the Required Reserve occurred by reason of a
draw on the Reserve Fund or as a result of a reduction in the market value of investments held
for the account of the Reserve Fund) from Pledged Revenues in an amount equal to (i) 1/36th
of the Required Reserve until the total Required Reserve then required to be maintained in said
Fund has been fully restored or(ii)the amounts required to be reimbursed and repaid to the issuer
of the surety bond in the event of a draw upon a surety bond. The Corporation further covenants
and agrees that the Pledged Revenues shall be applied and appropriated and used to establish
and maintain the Required Reserve and to cure any deficiency in such amounts as required by
the terms of this Resolution and any Supplemental Resolution.
During such time as the Reserve Fund contains the total Required Reserve, the
Corporation may, at its option, withdraw any amount in the Reserve Fund in excess of the
Required Reserve and deposit such surplus in the Pledged Revenue Fund.
(b) AMBAC Surety Bond Provisions. As noted above, the Required Reserve to be
accumulated and maintained in the Reserve Fund by reason of the issuance of the Bonds is
initially to be provided by one or more surety bonds issued by AMBAC Indemnity Corporation, a
Wisconsin domiciled stock insurance company (hereinafter referred to as"AMBAC")with surety
*time bond coverage in the maximum amount of the Required Reserve (the "Surety Bond"). In
accordance with AMBAC 's terms for the issuance of such Surety Bond, it is hereby expressly
provided:
(i) Any provision of this Resolution expressly recognizing or granting rights in or to
AMBAC may not be amended in any manner which affects the rights of AMBAC hereunder without
the prior written consent of AMBAC.
(ii) Unless otherwise provided in this Section, AMBAC's consent shall be required in
addition to the consent of the Holders of the Bonds, when required, for the following purposes:
(A) execution and delivery of any supplement to this Resolution; (B) removal of the Paying
Agent/Registrar or selection and appointment of any successor paying agent; and(C)initiation or
approval of any action not described in (A) or(B)above which requires consent of the Holders of
the Bonds.
(iii) While the Surety Bond is in effect, the Corporation or the Paying Agent/Registrar, as
appropriate, shall furnish to AMBAC:
(A) as soon as practicable after the filing thereof, a copy of any audited
financial statement of the Corporation and a copy of any audit and annual report
of the Corporation;
INk... 764610.1 19
(B) a copy of any notice to be given to the registered owners of the
Bonds and any certificate rendered pursuant to this Resolution relating to the
security for the Bonds; and
(C) such additional information it may reasonably request.
(iv) The Corporation will permit AMBAC to discuss the affairs, finances and accounts
of the Corporation or any information AMBAC may reasonably request regarding the security for
the Bonds with appropriate officers of the Corporation. The Paying Agent/Registrar or
Corporation, as appropriate, will permit AMBAC to have access to and to make copies, at
AMBAC's expense, of all books and records relating to the Bonds at any reasonable time.
(v) Notwithstanding any other provision of this Resolution,the Paying Agent/Registrar
shall immediately notify AMBAC if at any time there is insufficient money to make any payments
of principal and interest as required and immediately upon the occurrence of (A) any event of
default under this Resolution or(B) any payment default under any related security agreement.
(vi) To the extent that the Corporation enters into a continuing disclosure agreement
with respect to the Bonds, AMBAC shall be included as party to be notified.
(vii) As long as the Surety Bond shall be in full force and effect, the Corporation and the
Paying Agent/Registrar, if appropriate, agree to comply with the following provisions:
(A) In the event and to the extent that money on deposit in the Bond
Fund, plus all amounts on deposit in and credited to the Reserve Fund in excess
�,, of the amount of the Surety Bond, are insufficient to pay the amount of principal
and interest coming due, then upon the later of: (i) one (1)day after receipt by the
General Counsel of AMBAC of a demand for payment in the form attached to the
Surety Bond as Attachment 1 (the "Demand for Payment"), duly executed by the
Paying Agent/Registrar certifying that payment due under the Resolution has not
been made to the Paying Agent/Registrar; or (ii) the payment date of the
Obligations as specified in the Demand for Payment presented by the Paying
Agent/Registrar to the General Counsel of AMBAC,AMBAC will make a deposit of
funds in an account with the Paying Agent/Registrar or its successor, in New York,
New York, sufficient for the payment to the Paying Agent/Registrar, of amounts
which are then due to the Paying Agent/Registrar under the Resolution (as
specified in the Demand for Payment) up to but not in excess of the"Surety Bond
Coverage",as defined in the Surety Bond; provided, however,that in the event that
the amount on deposit in, or credit to, the Reserve Fund, in addition to the amount
available under the Surety Bond, includes amounts available under a letter of
credit, insurance policy, surety bond or other such funding instrument (the
"Additional Funding Instrument"), draws on the Surety Bond and the Additional
Funding Instrument shall be made on a pro rata basis to fund the insufficiency.
(B) the Paying Agent/Registrar, if appropriate, shall, after submitting to
AMBAC the Demand for Payment as provided in subparagraph (vii)(A) above,
It
764610.1
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make available to AMBAC all records relating to the funds and accounts
maintained under this Resolution.
(C) the Pain Agent/Registrar, if appropriate, shall, upon receipt of
PayingP P
money received from the draw on the Surety Bond, as specified in the Demand for
Payment, credit the Reserve Fund to the extent of money received pursuant to
such Demand for Payment.
(D) the Reserve Fund shall be replenished in the following priority: (i)
principal and interest on the Surety Bond shall be paid from first available Pledged
Revenues or principal and interest on the Surety Bond and on the Additional
Funding Instrument shall be paid from first available Pledged Revenues on a pro
rata basis; (ii)after all such amounts are paid in full,amounts necessary to fund the
Reserve Fund to the required level,after taking into account the amounts available
under the Surety Bond and the Additional Funding Instrument shall be deposited
from next available Pledged Revenues.
Furthermore, the"Guaranty Agreement"(the"Guaranty Agreement")by and between the
Corporation and AMBAC, attached hereto as Exhibit B and incorporated herein by reference as
a part of this Resolution for all purposes, is hereby approved as to form and content, and such
Guaranty Agreement in substantially the form and substance attached hereto, together with such
changes or revisions as may be necessary to comply with Texas law, is hereby authorized to be
executed by the President of the Board of Directors of the Corporation for and on behalf of the
Corporation and as the act and deed of this Board of Directors; and such Guaranty Agreement
as executed by said officials shall be deemed approved by the Board of Directors and constitute
the Guaranty Agreement herein approved.Unless otherwise provided herein,the terms capitalized
L `fir in this Section relating to the Surety Bond and the Guaranty Agreement shall have the meanings
specified in Guaranty Agreement.
SECTION 15. Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund or Reserve 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 16. Payment of Bonds. While any of the Bonds are Outstanding, the
Treasurer of the Corporation(or other designated financial officer of the Corporation) shall cause
to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund, and, if
necessary, in the Reserve 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 17. 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 (Article 842a-2,
Is
764610.1
-21-
Vemon's Texas Revised Civil Statutes Annotated), including investments held in book-entry form;
provided that all such deposits and investments shall be made in such a manner that the money
14110., required to be expended from any Fund will be available at the proper time or times and provided
further the maximum stated maturity for any investment acquired with money deposited to the
credit of the Reserve Fund shall be limited to five(5)years from the date of the investment of such
money. Such investments shall be valued in terms of current market value within 45 days of the
close of each Fiscal Year and, with respect to investments held for the account of the Reserve
Fund,within 45 days of the date of passage of each authorizing document of the Board pertaining
to the issuance of Additional Obligations. 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 interest income derived from deposits in
irn and investments of the Reserve Fund shall, subject to the limitations provided in Section 14
hereof, 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.
(b) That money deposited to the credit of the Pledged Revenue Fund, Bond Fund and
Reserve 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 18. 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
Evt%.- 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 the Resolution or a Supplemental Resolution.
(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 eighteen (18) months
next preceding the adoption of the Supplemental Resolution authorizing the
Additional Obligations were equal to not less than 1.40 times the maximum annual
Debt Service for all Parity Obligations then Outstanding and after giving effect to
the issuance of the Additional Obligations then being issued.
Le 764610.1
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(3) The Required Reserve to be accumulated and maintained in the
Reserve Fund is increased to the extent required by Section 14.
SECTION 19. 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 18
hereof shall be satisfied, and shall give effect to the refunding.
SECTION 20. 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 18 or 19 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 (including amounts to be repaid following a draw on a surety bond held for the
Reserve Fund).
SECTION 21. 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 November 2, 1993, 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.
E %ape (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
Section 4B of the Act, at the earliest and most frequent times permitted by law.
(e) The Corporationagrees to use its best efforts to cause the City to comply with
9
Section 4B of 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
761610.1 -23-
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 22. 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 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 120 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 23. Representations as to Security for the Bonds. (a) The Corporation
represents and warrants that, except for the Parity Obligations (including amounts to be repaid
following a draw on a surety bond held for the Reserve Fund),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.
764610.1 -24-
(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 24. 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
LNifty. 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. The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto.
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
764610.1 -25-
authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the District or deposited as directed by the District.
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 four(4) 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.
SECTION 25. 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. 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
6 Nil. rescission.
SECTION 26. 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.
764610.1 -26-
C
SECTION 27. Covenants Regarding Tax-Exempt Status.
(a) Definitions. When used in this Section 27, 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.
(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
L, 764610.1 27
, S ,
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 and the Corporation will execute an agreement relating to the
ownership,operation and maintenance of the Project while the Bonds are outstanding and unpaid,
which agreement provides 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:
(1) 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 (including
property financed with Gross Proceeds of the Refunded Obligations)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
(2) 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 (including property
financed with Gross Proceeds of the Refunded Obligations), 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.
L, 764610.1 -28-
(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:
(1) 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.
(2) 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.
(3) 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.
1/461...../ 764610.1 -29-
(4) 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.
(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 and
Secretary of the Board of Directors, the Executive Director or the Treasurer for 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 28. 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
+ikime 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.
SECTION 29. 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.
764610.1 -30-
C
SECTION 30. Sale of Bonds-Official Statement Approval. The Bonds authorized
ELe by this Resolution are hereby sold by the Corporation to J. P. Morgan, Inc. and Morgan Keegan
& Company, Inc. (herein referred to as the "Purchasers") in accordance with the Purchase
Contract, dated April 6, 1999, attached hereto as Exhibit C and incorporated herein by reference
as a part of this Resolution for all purposes. The President of the Board of Directors is hereby
authorized and directed to execute said Purchase Contract for and on behalf of the Corporation
and as the act and deed of this Board, and in regard to the approval and execution of the
Purchase Contract, the Board hereby finds, determines and declares that the representations,
warranties and agreements of the Corporation contained in the Purchase Contract are true and
correct in all material respects and shall be honored and performed by the Corporation.
Furthermore, the use of the 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,attached as Exhibit A to the Purchase
Contract(together with such changes approved by the President, Vice President or Secretary of
the Board of Directors, or the Executive Director or Treasurer of the Corporation, one or both 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 April 6, 1999, in the reoffering,
sale and delivery of the Bonds to the public. The 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 31. Approval and Execution of Financina/Use Agreement with the City.
The"Financing/Use Agreement"(the"Agreement")by and between the Corporation and the City,
attached hereto as Exhibit D and incorporated herein by reference as a part of this Resolution for
all purposes, is hereby approved as to form and content, and such Agreement in substantially the
form and substance attached hereto, together with such changes or revisions as may be
necessary to accomplish the financing or benefit the Corporation, is hereby authorized to be
executed by the President and Secretary of the Board of Directors of the Corporation and as the
act and deed of this Board; and such Agreement as executed by said officials shall be deemed
approved by the Board and constitute the Agreement herein approved.
SECTION 32. Proceeds of Sale. Immediately following the delivery of the Bonds,
the proceeds of sale thereof (less certain costs of issuance, the accrued interest received from
the Purchasers of the Bonds and amounts to be deposited to the reserve fund)shall be deposited
to the credit of a construction fund. Pending expenditure for authorized projects and purposes,
the proceeds of sale of the Bonds deposited to the construction fund may be invested in
authorized investments and any investment earnings realized may be expended for such
authorized projects or purposes or deposited in the Bond Fund as shall be determined by the
Board of Directors. All surplus proceeds of sale of the Bonds deposited in the construction fund,
including investment earnings, remaining after completion of all authorized projects or purposes
shall be deposited to the credit of the Bond Fund.
764610.1 -31-
SECTION 33. Legal Opinion. The obligation of the Purchasers to accept delivery
L of the Bonds is subject to being furnished a final opinion of Fulbright&Jaworski L.L.P.,Attorneys,
Dallas, Texas, 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 the Depository Trust Company.
SECTION 34. 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 35. Control and Custody of Bonds. The President of the Board 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(s)pending the approval thereof by the Attorney General,the registration
thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the President, Vice President or Secretary of the Board of Directors or
Executive Director or Treasurer of the Corporation, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and certifications relating to the
Corporation and the issuance of the Bonds, as may be necessary for the approval of the Attorney
General, registration by the Comptroller of Public Accounts and delivery of the Bonds to the initial
purchasers and, together with the Corporation's financial advisor, general counsel, bond counsel
and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial
Bond(s) to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 36. 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, and this Resolution and all its provisions
is intended to be and shall be for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 37. 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 38. Goveminq 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 39. 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
761610.1 -32-
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
karr declares that this Resolution would have been enacted without such invalid provision.
SECTION 40. 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 41. 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.
"NRMSIR"means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time
to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
L %o , (b) Annual Reports. The Corporation shall provide annually to each NRMSIR and any
SID, within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30,1999) financial information and operating data with respect to the Corporation of
the general type included in the final Official Statement approved by Section 32 of this Resolution
and described in Exhibit E hereto. Financial statements to be provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit E hereto and (2) audited, if the
Corporation commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If audited financial statements are not available at the time
the financial information and operating data must be provided, then the Corporation shall provide
unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with
the financial information and operating data and will file the annual audit report when and if the
same becomes available.
If the Corporation changes its fiscal year, it will notify each NRMSIR and any SID
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
Le, 764610.1 -33-
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The Corporation shall notify any SID and either each
NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution,or sale of property securing repayment of the Bonds;
and
11. Rating changes.
The Corporation shall notify any SID, 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.
11V (d) Limitations, Disclaimers, and Amendments. The Corporation shall be obligated to
observe and perform the covenants specified in this Section while, but only while,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)hereof 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 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 and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
Corporation's financial results, condition, or prospects or hereby undertake to update any
information provided in accordance with this Section or otherwise, except as expressly provided
herein. 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
1/44More
764610.1 -34-
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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.
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
f final jurisdiction determines that such provisions are invalid, but only if and to the extent that
fir►, 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 filed with each NRMSIR and SID 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 42. Insurance. The Bonds have been sold with the principal of and interest
thereon being insured by AMBAC Indemnity Corporation (hereinafter called "AMBAC") pursuant
to a Municipal Bond Insurance Policy. In accordance with the terms and conditions applicable to
insurance provided by AMBAC, the Corporation covenants and agrees that, in the event the
principal and interest due on the Bonds shall be paid by AMBAC pursuant to the policy referred
to this Section, the assignment and pledge of all funds and all covenants, agreements and other
obligations of the Corporation to the Holders shall continue to exist and AMBAC shall be
subrogated to the rights of such Holders; and furthermore,the Corporation covenants and agrees
that:
(a) Consent of AMBAC where Holder Consent Required. AMBAC
shall be deemed to be the holder of the Bonds insured by AMBAC at all times for
the purpose of the execution and delivery of any amendment, change or
modification of this Resolution or the initiation by Holders of any action to be taken
764610.1 -35-
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under this Resolution at the Holders request,which under this Resolution(or under
such underlying documents requires the written approval or consent of or can be
initiated by the Holders of a majority(50% percent) in aggregate principal amount
of the Bonds at the time Outstanding.
(b) Defeasance. In the event that the principal and redemption price,
if applicable, and interest due on the Bonds shall be paid by AMBAC pursuant to
the policy referred to in this Section, all covenants, agreements and other
obligations of the Corporation to the Holders shall continue to exist and AMBAC
shall be subrogated to the rights of such Holders.
(c) Notices to be Given to AMBAC. While the Municipal Bond Guaranty
Insurance Policy is in effect, the Corporation shall furnish to AMBAC:
(1) as soon as practicable after the filing thereof, a copy of
any financial statement of the Corporation and a copy of any audit
and annual report of the Corporation;
(2) a copy of any notice to be given to the registered owners
of the Bonds, including, without limitation, notice of any redemption
or defeasance of Bonds, and any certificate rendered pursuant to
this Resolution relating to the security for the Bonds; and
(3) such additional information as it may reasonably
request.
The Corporation will permit AMBAC to discuss the affairs, finances and
accounts of the Corporation, or any information AMBAC may reasonably request
regarding the security for the Bonds with appropriate officers of the Corporation.
The Corporation will permit AMBAC to have access to and make copies of all
books and records relating to the Bonds at any reasonable time.
(d) Consent of AMBAC. Any provision of this Resolution expressly
recognizing or granting rights in or to AMBAC may not be amended in any manner
which affects the rights of AMBAC hereunder without the prior written consent of
AMBAC. Furthermore, anything in this Resolution to the contrary notwithstanding,
upon the occurrence and continuance of an event of default, AMBAC shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Holders of the Bonds for the benefit of such Holders.
(e) Concerning the Bond insurance Policy. As long as insurance for the
Bonds shall be in full force and effect, the Corporation agrees to comply with the
following provisions:
(1) if five (5) days prior to an interest payment date for the
Bonds the Corporation determines that there will be insufficient
764610.1 -36-
funds in the Interest and Sinking Fund to pay the principal of or
interest on the Bonds on such interest payment date, the
Corporation shall so notify AMBAC. Such notice shall specify the
amount of the anticipated deficiency, the Bonds to which such
deficiency is applicable and whether such Bonds will be deficient as
to principal or interest, or both.
(2) the Corporation shall, after giving notice to AMBAC as
provided in (1) above, make available to AMBAC and the United
States Trust Company of New York, as insurance trustee for
AMBAC,the registration books of the Corporation maintained by the
Paying Agent/Registrar, and all records relating to the funds and
accounts maintained under this Resolution.
(3) the Corporation shall cause the Paying Agent/Registrar
to provide AMBAC and the United States Trust Company of New
York with a list of registered owners of Bonds entitled to receive
principal or interest payments from AMBAC under the terms of the
Municipal Bond Insurance Policy, and shall cause the Paying
Agent/Registrar to make arrangements with United States Trust
Company of New York (i) to mail checks or drafts to the registered
owners of Bonds entitled to receive full or partial interest payments
from AMBAC, and (ii) to pay principal upon Bonds surrendered to
United States Trust Company of New York by the registered owners
of Bonds entitled to receive full or partial principal payments from
err AMBAC.
(4) the Corporation shall cause the Paying Agent/Registrar
to notify, at the time it provides notice to AMBAC pursuant to (1)
above, the registered owners of Bonds entitled to receive the
payment of principal or interest thereon from AMBAC (i) as to the
fact of such entitlement, (ii) that AMBAC will remit to them all or a
part of the interest payments next coming due, (iii)that should they
be entitled to receive full payment of principal from AMBAC they
must tender their Bonds (along with a form of transfer of title
thereto)for payment to United States Trust Company of New York,
as insurance trustee for AMBAC, and not the Paying Agent/
Registrar, and (iv) that should they be entitled to receive partial
payment of principal from AMBAC they must tender their Bonds for
payment thereon first to the Paying Agent/Registrar, who shall note
on such Bonds the portion of the principal paid by the Paying
Agent/Registrar, and then, along with a form of transfer of title
thereto, to AMBAC, which will then pay the unpaid portion of
principal.
764610.1 -37-
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(5) AMBAC shall, to the extent it makes a payment of
principal of or interest on Bonds, become subrogated to the rights
of the recipients of such payments in accordance with the terms of
the Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due
interest, the Corporation shall cause the Paying Agent/Registrar to
note AMBAC's rights as subrogee on the registration books of the
Corporation maintained by the Paying Agent/Registrar upon receipt
from AMBAC of proof of the payment of interest thereon to the
registered owners of the Bonds, and (ii) in the case of subrogation
as to claims for past due principal, the Corporation shall cause the
Paying Agent/Registrar to note AMBAC's rights as subrogee on the
registration books of the Corporation maintained by the Paying
Agent/ Registrar upon surrender of the Bonds by the registered
owners thereof together with proof of the payment of principal
thereof.
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 V.T.C.A., 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.
PASSED AND ADOPTED, this April 6, 1999.
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
President, Board of Directors
ATTEST:
I
Secretary, Board of Directors
(Corporation Seal)
I
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,6461.0.1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 6, 1999 (this "Agreement"), by and between
the Southlake Parks Development Corporation(the"Issuer'), and Chase Bank of Texas, National
Association,a banking association duly organized and existing under the laws of the United States
of America, (the "Bank").
RECITALS
WHEREAS,the Issuer has duly authorized and provided for the issuance of its"Southlake
Parks Development Corporation Sales Tax Revenue Bonds, Series 1999"(the"Securities")in the
aggregate principal amount of$4,655,000,which Securities are scheduled to be delivered to the
initial purchasers on or about May 4, 1999; 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
Iv410- 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 "Bond Resolution" (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 "Bond Resolution".
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 for the first year of this Agreement and thereafter the fees and amounts
set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar
for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of
/65128.1
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the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year.
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).
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 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.
"Bank Office"means the principal office of the Bank as indicated on page 9 hereof.
The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bond Resolution"means the resolution, order,or ordinance of the governing body
of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any
other officer of the Issuer and delivered to the Bank.
.460-
"Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
"Holder"and"Security Holder'each means the Person in whose name a Security
is registered in the Security Register.
"Issuer Request"and"Issuer Order"means a written request or order signed in the
name of the Issuer by the President, Vice President, Secretary, Executive Director,
Assistant Secretary, or Treasurer, any one or more of said officials, and delivered to the
Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be
closed.
"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
L., 765128.1 -2-
EXHIBIT A
Security for which a replacement Security has been registered and delivered in lieu thereof
pursuant to Section 4.06 hereof and the Resolution).
"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 Bond Resolution.
"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 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 Bond Resolution 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.
Now, ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paving Agent. 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 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 Bank Office.
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. 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
fiduciary 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.
765128.1 -3-
EXHIBIT A
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Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
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 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 Bank may prescribe. All transfers, exchanges and replacement 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,
in form satisfactory to the Bank, 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. Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities 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 forwhich
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.
Le'. 765128.1 -4-
EXHIBIT A
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
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 Certificates. The Bank will,at such reasonable intervals
as it determines, surrender to the Issuer, 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 Section 26 of the Bond Resolution, 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.
L Now,
In case any Security shall be mutilated, or 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 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, or 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.
Le 765128.1 -5-
HIBiT
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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.
(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
Eor 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 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
it 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.
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.
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EXHIBIT A
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Section 5.04. Mav 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
kher rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank- Fiduciary Account/Collateralization. A fiduciary
account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder 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 fiduciary accounts to the extent such money is not insured by the Federal
Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by
check drawn on such fiduciary account unless the owner of such Securities shall, at its own
expense and risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for four years after final maturity of the Security has become
due and payable will be paid by the Bank to the Issuer, and the Holder of such Security shall
thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
such moneys shall thereupon cease.
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
E **4 - 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 either the
Bank Office or the administrative offices 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 to
determine the rights of any Person claiming any interest herein.
Section 5.08. DT 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", effective December 12,
1994, 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.
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ARTICLE SIX
MISCELLANEOUS PROVISIONS
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Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
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 page 9.
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience 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. 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
*414,1 equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Resolution 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 Bond Resolution, the Bond Resolution
shall govern.
Section 6.09. 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 6.10. 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
given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and 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.
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Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register(or a copy thereof), together with 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 6.11. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
BY
[SEAL] Title:
Attest:
Mailing Address:
Title: Corporate Trust Department
P. O. Box 660197
Dallas, Texas 75266-0197
Delivery Address:
Corporate Trust Department
2200 Ross Avenue, 5th Floor
Dallas, Texas 75201
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
BY
(CORPORATION SEAL) President, Board of Directors
Address: 667 N. Carroll Avenue
Attest: Southlake, Texas 76092
1 Secretary, Board of Directors
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ExHIBIT B
FINANCING/USE AGREEMENT
kikkar This Financing/Use Agreement(this"Agreement')is made to be effective as of the 6`h day
of April, 1999, 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 Vemon's Ann. Civ. St., Section 4B of
Article 5190.6, (the "Corporation")
RECITALS
WHEREAS, the Corporation on behalf of the City is to finance the purchase of land and
making improvements thereto for neighborhood parks and making additional improvements to
existing park land, including related road and streets improvements that enhance such park
facilities (collectively, the "Project"); and
WHEREAS, such financing contemplates the issuance and sale of the Corporation's tax
exempt bonds in the principal amount of$4,655,000, and the proceeds of sale are to be used by
the City to design and construct the Project; and
WHEREAS, the City will have full responsibility for the design and construction of the
Project and the Corporation shall have no duties or responsibilities with respect to the Project
other than to provide for the financing of its costs;
AGREEMENT
�r 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 Sales Tax
Revenue Bonds, Series 1999", hereinafter called the "Bonds", and deposit proceeds of sale of
the Bonds (less amounts to pay costs of issuance, municipal bond insurance premium, surety
bond insurance premium, and accrued interest) to the credit of a construction fund or account
designated by the City, and the City hereby agrees and covenants that the proceeds of sale
deposited to the credit of such construction account shall be used solely to pay the costs of the
Project.
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. Recognition of Tax Exempt Financing. The City hereby acknowledges and recognizes
that the Bonds are being issued as "state or local bonds" under and pursuant to section 103(a)
of the Internal Revenue Code of 1986, as amended, and the City hereby covenants and agrees
with respect to the use of proceeds of sale of the Bonds and the use of the Project as follows:
(a) Definitions. When used in this Section, the following terms have the following
meanings:
764609.1
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"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.
(b) Not to Cause Interest to Become Taxable. The City 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 City 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 City shall comply with each of the specific
covenants in this Section.
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(c) No Private Use or Private Payments. Except as permitted by section 141 of the
I ‘441...., Code and the Regulations and rulings thereunder,the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or 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 City 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
E „el_ 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 City 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.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b)of the
Code and the Regulations and rulings thereunder,the City 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.
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I L., (g) Payment of Rebatable Arbitrage. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder.
(1) 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
City may commingle Gross Proceeds of the Bonds with other money of the City,
provided that the City separately accounts for each receipt and expenditure of
Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date,the City 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 City 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.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the use 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 City shall remit to the Corporation for payment to the United States
the amount described in paragraph (g)(2) above and the amount described in
paragraph (g)(4) below, at the times, in the manner and accompanied by such
,,,`, forms or other information as is or may be required by Section 148(f) of the Code
and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraph(g)(2),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 the amount remitted to the Corporation for
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.
4. 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".
5. 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
764609.1
EXHIBIT B
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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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
ATTEST: President, Board of Directors
Secretary, Board of Directors
(Corporation Seal)
CITY OF SOUTHLAKE, TEXAS
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ATTEST: Mayor
City Secretary
(City Seal)
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761609.1
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Exhibit E
to
Resolution
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 41 of this Resolution.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified(and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The financial statements of the Corporation appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.
2. The information in Tables 1 through 4 of the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the generally accepted
Nam' accounting principles as applicable to governmental units as prescribed by The Government
Accounting Standards Board.
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Southlake Parks Development Corporation .
'MO Follow up
l/(m/j Meeting Date Apieted
viltr .
a�-� Executive Session - Certified Agenda to City Secretary's office
W;-f/.99 Original, approved, minutes to City Secretary's office w/copy of packet information
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Executed Documents needed:
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Follow up items:
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