The URL can be used to link to this page

1997-02-17 City of Southlake,Texas • SOUTHLAKE PARKS DEVELOPMENT CORPORATION WORK SESSION Monday, February 3, 1997 6:00 p.m. LOCATION: Bicentennial Park * Lodge 400 North White Chapel Boulevard * Southlake, Texas AGENDA: 1. Call to order. 2. Executive Session: Pursuant-to Open Meeting Act, Chapter 551 of the Texas Government Code, Section 551.072, land acquisition. 3. Reconvene: Action Necessary on Items Discussed in Executive Session 4. Consider: Adoption of Three-Year SPDC Plan and Budget 5. Adjournment • CERTIFICATE I hereby certify that the above agenda was posted on the Official Bulletin Boards at City Hall, 667 North Carroll Avenue, and 1725 E. Southlake B.,., . 1 Southlake, Texas, on Thursday, January 30, 1997, 5:00 p.m. pursuant to the Texas Gove r 'sue -Lta P .ter 551. kk (sue Kim B,sh -t -1 Acti : City Secretary If you plan to attend this meeting and have a drAllInuti011equires special needs,please advise the City Secretary 48 hours in advance at 481-5581, extension 704, and reasonable accommodations will be made to assist you. elD:I{VP-FILESISPDC\AGENDASIFEB3 illSOUTHLAKE PARK DEVELOPMENT CORPORATION MEETING 667 North Carroll Avenue Southlake, Texas 76092 February 17, 1997 MINUTES MEMBERS PRESENT: David Yelton, President and W. Ralph Evans, Vice-President. Members: Rick Stacy, Carol Lee Hamilton, Scott Martin, Pamela Muller. MEMBERS ABSENT: Ronnie Kendall. STAFF PRESENT: Shana Yelverton, Assistant City Manager; Lou Ann Heath, Director of Finance; Kim Lenoir, Director of Parks & Recreation and Sandra L. LeGrand, City Secretary. Agenda Item #1. Call to Order President David Yelton called the meeting to order at 6:05 p.m. A quorum was present. Agenda Item #2. Approval of the Minutes iThe minutes of the January 20, 1997 meeting were approved as presented. Motion: Pamela Muller Second: Carol Lee Hamilton Ayes: Evans, Hamilton, Martin, Muller, Yelton and Stacy Nays: None Approved: 6-0 vote Agenda Item #3, Executive Session: Pursuant to Open Meetings Act, Chapter 551 of the Texas Government Code, Section 551.072, land acquisition. Vice-President Evans announced that SPDC would be going into executive session pursuant to Chapter 551 of the Texas Government Code, Section 551.072, land acquisition. SPDC adjourned for executive session at 6:05 p.m. SPDC returned to open session. Agenda Item #4. Reconvene: Action Necessary/Executive Session No action was necessary as a result of the Executive Session. • • Agenda Item #5. Consider: Prioritization of Projects and the Adoption of the Three-Year SPDC Plan and Budget Finance Director Lou Ann Heath presented the draft SPDC Three Year Budget and Plan (attached to minutes) and summarized the financial aspects of the Plan. (tape recorder begun recording meeting at this point) Among other items listed on the hand out Lou Ann Heath presented ("SPDC Draft #1-Three Year Plan and Budget, Feb. 1997 through Feb. 2000, as of Feb. 17, 1997), which is attached to the minutes, the committee discussed allocating funds for the renovation of the Senior Citizen's building (former Richard's/Timarron home), which is shown on the line item "Special Projects." During the discussion of the worksheet handed out by Ms. Heath, Chairman Yelton recalled that during the last meeting, the committee had talked about allocating $50,000 (Special Projects) for the renovation of the City-owned homes (Senior Citizen's building) and also allocating $100,000 (Matching Funds-Community Groups) for citizen matching funds and $500,000 designated for "Reserve for Unanticipated Projects." The committee discussed some of the issues involving the Durham and Middle School gymnasiums and Mr. Hawk reiterated that the SPDC had never committed any funds for the SDurham gym. Mr. Hawk said the School Board was told that the City did not have the funds to participate in any gymnasiums for the next three years. Mr. Hawk said that at the school board meeting the board said that since this gym was already built, to find other kinds of joint use things to participate in. He said that not all the joint use projects the City participates in are paid from SPDC funds, citing an example of the recent commitment of$1,000,000 for the road between two schools that will connect Peytonville Road and Shady Oaks. Mr. Hawk's comments were that in discussions he has had with Dr. Gillium and School Board members, the District wants the City to look at other joint-use projects and forget about payment of the Durham gym. Mr. Yelton says that in conversations he has had with the superintendent, the superintendent believes the funds are due and payable. Mr. Yelton reiterated the point of this item before the committee tonight, is whether SPDC wants to allocate funds towards gymnasiums as joint use projects. Kim Lenoir touched on the possibility available to SPDC to fund floor and lighting for the Rockenbaugh Elementary School gymnasium. The District will present cost estimates to SPDC for consideration. For the record, Mayor Stacy stated that the City paid for the Middle School gymnasium. Mr. Hawk said the District is looking at ways to make the Rockenbaugh gym a joint use project. He said it will take about $50,000- $60,000. Hawk said this is the only project the City can participate in right now due to other allocations. • The SPDC continued their discussions and commented on the following: SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 2 OF 3 It would be a good idea to have someone from the School Board/school administration on represented on the SPDC. All items on the Three Year Plan and Budget are joint use projects. Previous discussions with School Board representatives and Dr. Gillium indicated that the District would rather the City not participate in any more funding of school gymnasiums, but rather the City fund the proposed multi-use facility. That Southlake's citizens voted on the 1/2-cent sales tax because of it was presented as a mechanism for funding joint use projects. Joint utilization does not mean exclusively joint use with CISD. The committee is considering allocating $300,000 for land acquisition for a joint use project with KISD. Millions of dollars will be needed to build the multi-use facility. SPDC members turned their attention back to the Plan. There was discussion of the teen recreation area proposed by the Youth Park Board and Scott Martin supported the item stating he felt it was very important and should be considered ($380,000). Funding of the parking areas • needed for the tennis and recreation area addressed in the Plan were talked about. If the tennis center was located somewhere other than Bicentennial Park, the parking needs would be reduced. Cost estimates for each phase and the design plans will be coming forward. The committee agreed not to include the $300,000 for the parking lot improvements as noted in the budget since it is not needed at this time. Finance Director Lou Ann Heath clarified the issue concerning Mr. Smith's property -- no additional funding would be added to that line item. A recommendation to allocate $380,000 for the teen recreation facility, including the lighting, excluding the parking, was suggested by David Yelton. Regarding a request from citizens in the Love Henry area supporting the completion of the buffer, the problem is not spending the money or lack of support, but acquiring the land. Carol Lee Hamilton recommended allocating $500,000 for the landscaping and berm. Scott Martin was in favor of erecting a fence, which would be considerably less expensive. The playground pavilion (for $50,000) can be removed from the budget line item. Donations and volunteers will be obtained to cover the cost, however, the Park Board will bring their requests for expenses they can not get by donations to SPDC once the project is underway. Next the committee discussed the development of Bob Jones Park as a "passive" park. Scott • SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 3 OF 3 0, Martin said he has heard from many members of the north side who fear that the park will become nothing but athletic complexes. Mr. Martin presented handouts of concepts he had developed for the educational/passive use of the park. Martin thanked staff for the foresight and help in the progress of cleaning up the area. He stated his belief in offering matched funds projects. Kim Lenoir stated the first phase of the projects in the area are the soccer fields and parking lots (at a cost of approx. $150,000) and then construction of a road back into the nature areas in Phase H. In the following phases, trails will be installed and once the nature facilities are complete, the second loop of the road will be done. Mayor Stacy asked if staff could determine which properties the City currently owns and which properties need to be acquired and report at the meeting on Tuesday. Chairman Yelton asked the committee if they are ready to allocate funds to do Phase I, road and parking? Lenoir said that some of the initial funding for Bob Jones Park development will be put into a grant for matching funds which she will know about by August. Funding is needed to draw up design plans for passive use. Chairman Yelton proposed SPDC allocate $100,000 for development of plans and implementing any projects. After a lot of discussion about the order of development for the Bob Jones Park, the committee tentatively decided to designate $200,000 for the land acquisition, $500,000 for undesignated projects at Bob Jones Park and $50,000 to plant trees at Bicentennial Park to be reviewed. David Yelton suggested hiring a full-time project manager. Mr. Hawk said the suggestion would go to Council at the mid-year review in March. Mr. Hawk explained that this position would S come out of the operating budget and would not impact what the committee is considering here. Chairman Yelton asked about paying for projects as they are done and not borrow the money. Lou Ann Heath, Finance Director, said there is a good opportunity to do that. She explained that the forecast coverage ratios were developed by looking at the last 12 months, so with the Home Depot coming on board, there will be an opportunity to do that. All six million dollars in bonds will be collected, but what is not spent, will be drawing interest. Another funding project was suggested by Scott Martin. He suggested updating the concession restroom building the Girls Softball Association uses with additional storage. Lenoir said they are in good shape right now, but will probably come forward with some matching funds requests for renovations on the concession stands and storage. She mentioned that they could use some new lighting. Chairman Yelton reminded members of the Public Hearing Tuesday night. He said some citizens may come forward with valid requests and suggested the SPDC not finalize their recommendations tonight. Lou Ann Heath explained that the public hearing is a requirement of issuing the bonds, but it is not required to have the Plan adopted. Yelton recommended tabling this item for 30 days to allow input from citizens on February 18. A motion was made to table agenda item #5, consider prioritization of projects and the adoption • of three-year SPDC Plan and Budget by Pamela Muller. Rick Stacy seconded the motion. SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 4 OF 3 0 Motion: Muller Seconded: Stacy Ayes: Muller, Martin, Hamilton, Stacy, Evans, Yelton Nays: none Vote: 6-0 to table Agenda Item #6, Consider: Approve Funding to Start Design Phase of Soccer Fields at Bob Jones Park Kim Lenoir presented this item. The request is for $1.365 million project with the soccer complex plus a pre-development buffer. She explained that usually about 14% of construction cost is budgeted to cover planning and development fees. Money is available to move forward. The costs comes to about $200,000. Scott Martin made a motion to approve funding to start the design phase of soccer fields at Bob Jones Park. The motion was seconded by Pamela Muller. After further discussion, the motion was amended to approve with a cap of 14% of the budgeted amount that SPDC has approved or reach consensus on a budget of 1.365. Carol Lee Hamilton seconded the amended motion. Mr. Stacy requested that the motion be made to just put it out for bids or to move ahead, and not establish 14% of an unknown number as part of the record. Ms. Lenoir explained that on professional services, proposals are solicited, not bids. After more discussion about the scope of S work involved in the project, the amended motion was withdrawn by Scott Martin. Another motion was made to move that [SPDC] instruct staff to proceed with requests for proposals for the engineering and construction documents for the soccer fields at Bob Jones Park and the necessary surrounding areas by Scott Martin. Motion was seconded by Rick Stacy. There was more discussion about the motion and the extent of work needed to construct the soccer fields properly and the ultimate cost. Carol Lee Hamilton asked to amend the motion so that it does not say soccer fields and other necessary areas, but rather it says for the soccer complex, because she would like for the design to start on the soccer complex. Scott Martin explained that his motion was nebulous because first the buffer area to the north was going to be done. Mr. Martin again amended the motion to include the pre-development buffer to the north of the soccer complex and include the soccer complex. Sandy LeGrand, City Secretary, restated the motion and Pamela Muller and Scott Martin added comments to it to say, "to instruct staff to proceed with request for proposals for the design phase of the pre-development buffer of the soccer complex and the construction document phase." Motion: Martin Seconded: Evans Ayes: Martin, Muller, Hamilton, Stacy, Evans and Yelton Nays: None Vote: 6-0 approving the funding to start the design phase • SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 5 OF 3 Agenda Item #6, Adjournment A motion was made to adjourn the meeting at 8:00 p.m. David Yelton, resi t ATT ST: 44/1441- Sandra L. LeGrand City Secretary A:\96-2-17.WPD S III SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 6 OF 3 SOUTHLAKE PARKS DEVELOPMENT CORPORATION DRAFT #1-THREE YEAR PLAN AND BUDGET • February 1997 through February 2000 as of February 17, 1997 Bicentennial Park-master plan components land-park expansion $800,000 land; berm construction; landscape $500,000 V teen recreation area (excluding parking) $380,000 ✓ additional trees $50,000 ✓ subtotal $1 ,730,000 Bob Jones Park-master plan components land-remaining lots $1 ,000,000 soccer complex $1 ,365,083 pre-development buffer $135,152 V land-hiking/nature trail $200,000 ✓ subtotal $2,700,235 ISTEA Grant - matching funds Highway 26 hike and bike trail 500 ' section $48,000 • Joint Use - CISD parking lot-CISD Middle School $70,000 Joint Use - KISD land-community park $300,000 Matching Funds - Community Groups $100,000 Special Projects - renovation of City owned homes $50,000 Reserve for Unanticipated Projects $500,000 Preliminary total of projects $5,498,235 Total funds available $6,060.000 Amounts to be allocated $561,765 • 02/18/97 SPDCSUMI.WK4 SPDC3YR1.WK4 02/03/97 page 1 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 Total Priority# Amount Bicentennial Park - Master Plan Components $15,985,000 Land - Brunson tract/Bank tract $800,000 Berm south of Love Henry Court - land/construction $550,000 land $300,000 berm construction and landscape - - $250,000 Existing Facilities Enhancement $605,000 shade structure baseball area $100,000 playground pavilion $50,000 water playground $75,000 parking lot expansion $200,000 additional trees $100,000 utilities underground $80,000 Hike and Bike Trail $200,000 ile loop- 10' concrete $150,000 cs, grading, miscellaneous $50,000 Teen Recreation Area $680,000 in-line hockey rink $125,000 basketball courts (3) $50,000 sand volleyball $30,000 parking expansion $300,000 restroom/storage area $75,000 lighting $100,000 Tennis Facilities/Expansion $1,150,000 lighted courts (16) $550,000 championship court $100,000 restroom/storage area $150,000 miscellaneous/landscape $200,000 pro-shop facility $150,000 Softball Field Renovation/Open Space Development $1,425,000 lighted fields (4) $750,000 restroom renovation $100,000 site work/demolition $200,000 open space parking $75,000 landscape $150,000 picnic facilities/pavilion $150,000 LO Evans tract $1,500,000 SPDC3YR1.WK4 02/03/97 page 2 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 Total Priority# Amount Bicentennial Park - Master Plan Components (continued) Swimming Pool Facility $1,250,000 outdoor pool facility $750,000 parking $150,000 utilities/lighting $150,000 restrooms/changing rooms _ _ $100,000 landscape $100,000 Baseball Fields $1,825,000 lighted fields (4) $750,000 parking facilities $300,000 utilities/grading/miscellaneous $300,000 restrooms/concessions $300,000 playground $75,000 landscape $100,000 R eation Center 0 $6,000,000 SPDC3YR1.WK4 02/03/97 page 3 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 Total Priority# Amount Bob Jones Park - Master Plan Components $14,670,235 Land - remaining lots $1,000,000 Pre-development Buffer $135,152 Soccer Complex $1,365,083 soccer fields (11) $239,785 irrigation $180,150 concession/restroom $250,000 parking facilities $350,000 utilities/miscellaneous $100,000 landscape $95,148 playground pavilion $150,000 Hiking/Nature Trail $1,675,000 land acquisition $200,000 Surface trail-3 miles $300,000 ete trail- 1.5 miles $250,000 creek crossings-3 $150,000 tree replacements/culverts, etc. $150,000 signage $25,000 phase one road/parking $150,000 parking -White Chapel $150,000 trail development-White Chapel/row expansion $300,000 Equestrian Facilities and Expansion $4,290,000 parking -trail head (2) $150,000 parking facilities $175,000 restroom $150,000 utilities/miscellaneous $275,000 trail signage $25,000 fencing $40,000 landscape $75,000 maintenance facility $200,000 multi-use arena $2,000,000 stables $1,200,000 Nature Facilities $780,000 loop road expansion $300,000 utilities $100,000 parking (50) $50,000 amp/restroom $100,000 trail-7800 I.f. 6'wide $100,000 itheater development-minor $50,000 nature trail graphics $30,000 picnic table/pavilions $50,000 SPDC3YR1.WK4 02/03/97 page 4 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 Total Priority# Amount Bob Jones Park - Master Plan Components (continued) Ballfields/Lake Development $1,075,000 lake development $550,000 softball practice fields $75,000 soccer fields-lighted (3) $200,000 bridge/fishing dock _ $50,000 water well for lake fill $100,000 landscape $100,000 Peninsula Development $2,100,000 land acquisition $500,000 park road development $350,000 tree relocation $100,000 utilities $100,000 parking facilities $200,000 pavilion/restroom $300,000 beach/swimming $100,000 eg pier $100,000 facilities $100,000 sand volleyball $50,000 open play field $100,000 landscape $100,000 Nature Center/Outdoor Education $2,000,000 Amphitheater Development $250,000 111 • SPDC3YR1.WK4 02/03/97 page 5 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 Total Priority# Amount Joint Use - Carroll Independent School District Parking Lot - CISD Middle School $70,000 Gymnasium - future schools ?? ISTEA Grant Highway 26 Hike and Bike Trail 500' section $48,000 Joint Use - Keller Independent School District Land - community park (13 ac@Florence Elementary $300,000 • Neighborhood Parks (5 to 10 acres) $500,000 Community Park (Westside - 30 acres) $750,000 Matching Funds - Community Groups $100,000 Trail Development ?? Kirkwood Trail Fox Hollow Trail Continental Boulevard Trail • TOTAL $32,423,235 $0 f�' / , bf �y Gp� �r,� /ti 7W ,h n. "Y l 41� 4� � L,:7 ql ynwYw •• PR'4 ` «.' , w • 1 A Rp. t ,gaaa i.^. k • Bob ,Jones park �� •• " �• ducat�or�a) r f�, N attire -;- . c:i ei5ter t__i.: ,/= ,:., • w m.b <:t '%b •.+ =outhlake's next Comwu»ity project � . : follow* the • IR ,..a Aciveltare Alley Co r r��l ity playsroul�d •'m• ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ', At the convergence of the Internal Loop Road with the Park Trails System: „.*x " Equestrian Trail• •a 141 • Hard Surface Hike & Bike Trail ill,, Soft Surface Walking Trail Nature & Scenic Trails • '; d c f t _ MISSION CONCEPTS : iA. r- �� pow- ,.......-.1 EDUCATION ywl a' i µ • Jig For All Ages R1 fi I .,t RECREATION - ,r-i_ A r Oy t I �-cam gat •. i d� "` Activities that are Safe, Self-paced, Low-impact o _ „ , , si.q'; - MITIGATION - r �' • • 9 0 * • Of the Environmental Impact of Rapid Development :a PRESERVATION - •• ' 'i.� Of our Natural Rural Beauty, Environment & Wildlife •�,....<,F®•) • t 1G• ••sfta.• `•rase�• Pagel •1.aBf+or a*.afr.• `a • ✓•d Ozgai;L44140.. r 0/ 'WV •...• s ^t tilL•49Zblir 514t1/44451 ^ 1 _.. 4, ...,,. .....:,... , i it • .:, • ' • . • . . • ;� . • a• ♦ • • • • • • '• ♦ a � `. K * aA Yi'••t•�4 M+♦ •�_t .•6•.,Aa a.'0 IIi'„ii,** i Xt s) '•.• 0..••• Bob Jones park a �� t •/ •e■ corers •� Ecat1a1 Natrcti - '. 7ci,tcr • • „.4 -(. �`:� �7 Jil/ -.'"Ake'�. `� Lam:.:. e' J ft 'Jr 7:1'...11-efts'":"'''''*".::::,''''': ,:. mr EDUCATIONAL USAGE CATEGORIE •ss�, o Primar © Aftcr-school •. © Secondary © Continuing • �' ) 4.: • U • It r• i.Y�' {N `•o GENERAL AREAS OF STUDY: a•• • • • ..-••` ® Natural History © Natural Sciences .• .� © Astronomy © History `� .. .• • * • s e • e . s 11Thre=rninlieleilliereAr • ......24, Mew ,,...• •• : .•r• CAMPUS LINKS TO EDUCATION • • —5 • ,,, i s 9 .....,2,,,,, © Dual Location Project Sites © Inclusion of N.W.I.S.D. , ea ,•a ,'.,. ,4r © After-school Continuing C.I.S.D., G.C.I.S.D. & (•••¢.. Studies K.I.S.D. •.••6 N4.3 • • • : •• f, ;, ls • ± 'osos,• ••♦*sd. Page2 •••o♦s. •-••••• • •]�/ '4~"Z 4 G-N tJ VI T�� V l! r'' w •• a• •° s- • ♦ •I .-• mbe ®l • '` . Bob gone= park \•s••••� r!• •• I ducat�o�al . _A N t a �tre :,: I whet .. v. (.1, c2/ ..,..N: 4-'''') 4 ,.-.:::7-c:.tv.:i.:: . 4.z.,/ FY• •• • • • • • • • • • • ■ ■ nL t- _ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ • 00, 6L•., LINKS TO COMMUNITY ORGANIZATIONS ;•3 • • 4M004a 4. ♦ Keep Southlake Beautiful • Youth Park Board :, • fl ♦ Parks & Recreation Board • School Science Clubs ,� • Boy Scouts & Girl Scouts • Carroll Education ••. ♦ Local Area Historical Foundation • . • • �..1•• 4Y Societies ♦ Chamber of Commerce r• 4" • Area Master Gardeners • Leadership Southlake ""` • Garden Clubs • Business & Corp. 4r 4 0 4• er •� ♦ Nature & Wildlife Clubs Sponsors/Partners &, • • • Native Plant Society • Metroport Humane Society ,� •., • Senior Citizens Group • SPIN Neighborhoods ,.• A ! • • Q •• •. 4. . • • ••' LINKS TO STATE & NATIONAL ORGANIZATIONS `• '°•,it 3C Texas Parks & Wildlife Department .* 4.3 C 6 ag Texas Natural Resource Conservation Commission 9 c ..Pt''a :•: North Central Texas Council of Governments � •. `r, :•: National Audubon Society �••°' .`•! : : . . . And Many More ••''`''•.� •• •• • •� z . : ...es. •s••• Page3 •*co• .•••, • •yi 1 Y HIV" Y t. L �YJ , V _ ` �• Bob .Jot park '«• �•% k 4rtr. �•� ,e,?:i E dc�cationalOA tine RN, attire -? " e� er « r 1. i ,1� ��,,el �/, ;;.► ra • .•a •a ��u ... Activities For All : a••" er • •; a • • • • Indoor Activities: • Reading / Reference • Project Planning 6k.-.. '▪ ♦ Laboratory ♦ Work Room •, y ' • • « , • Lecture / Demonstration ♦ Administrative Offices iii... • Display • Maintenancedello �••• • Discussion • Observation to Exterior ••-�` `' 0 • th • E o • Wildlife Rehabilitation • • • Outdoor Activities: "°' a •• Observation areas: • Petting Zoo *'�• . • • `R: Sequentially Linked • Animal Shelter / Rehabilitation :• Linked to School Sites • Historical / Heritage Displays ,z. ;, •"•.• • Field Laboratories • Various Nature Trails ..• • • • � • Lecture / Demonstration • Wildlife Habitat Improvement • • `•'•' • Discussion • Satellite Weather Station • Demonstration Plantings • Information Display Boards -d► « r '► • : •asa• •ass• Page se•••� •••«• • •� • • • ' : •-..�••� 4 • • l • 1 r • 10. I 4 t • 1 4 ...:•..- DRAFT • Southkike Parks Development Corporation • it • c CA • � Mir r. Plan & Budget • Adopted February 1997 S SOUTHLAKE PARK DEVELOPMENT CORPORATION Park Development Plan Adopted February 1997 EXECUTIVE ST TMMARY INTRODUCTION On November 2, 1993 Southlake voters overwhelmingly approved a referendum to levy a half-cent sales tax for the development of park and recreation facilities for use by Southlake residents of all ages. Collection of this sales tax began in April 1994. The half cent sales tax has generated $1,428,221 in revenue since inception through September 1996. For the fiscal year beginning October 1, 1996, $206,172 has been collected to date, with an additional $716,000 expected to be collected in fiscal year 1997, given the substantial growth in • Southlake's commercial retail sector. See Exhibit A for more information regarding the collection of sales in Southlake. Commercial growth is expected to continue well into the foreseeable future, given the approval by City Council of several new commercial projects and the favorable market conditions which exist within the community and in northeast Tarrant County. For example, construction of a new Home Depot is currently underway and plans are in place for several new retail shopping centers. As such, collection of half-cent sales tax funds will most likely continue to increase, providing a solid source of funding for park development in Southlake. The following is an Executive Summary of the proposed SPDC plan for the period of February 1997 - February 2000. This formal plan was discussed and presented for approval at the February 3, 1997 SPDC work session and (subsequently approved) at the February 18, 1997 SPDC meeting and public hearing. The City Council considered it at their February 18, 1997 Council meeting. Questions regarding the SPDC plan may be directed to Kim Lenoir, Director of Parks and Recreation or Lou Ann Heath, Director of Finance. III DRAFT#3, 2-14-97 1 SSPDC Plan Adopted February 1997 DESCRIPTION OF THE SOUTHLAKE PARK DEVELOPMENT CORPORATION In accordance with State legislation, a Corporation was created and a seven member Board appointed to oversee the expenditure of half-cent sales tax funds. The corporation is called the Southlake Parks Development Corporation (SPDC), and the Board is comprised of City Council, Park Board, and citizen representatives. Please see Exhibit B for a listing of current Board members. The SPDC is responsible for adopting the plan detailing projects slated for development and an annual budget detailing projected revenues and expenditures. Exhibit C illustrates the relationship between the SPDC, City Council, Park and Recreation Board, Joint Utilization Committee, and other neighborhood community groups. It has been the approach of the SPDC to approve funding of land acquisition for future development and for substantial capital improvement projects primarily through leveraging • funds, i.e., multi-million dollar bond packages. This has made it possible to optimize major acquisitions and development oriented improvements. The SPDC has preserved this funding stream by opting not to fund maintenance operations or minor improvement projects. SUMMARY OF PROJECTS Proceeds from the sale of revenue bonds, backed by the City's ability to collect the half-cent sales tax, were used to finance construction of several initial SPDC projects. The first offering yielded approximately $2.6 million in construction funds. A subsequent offering in June 1995 yielded approximately $970,000. These funds were used to 1) expand Bicentennial Park and construct improvements, 2) build a joint use gymnasium with Carroll Independent School District on the campus of Carroll Middle School, and 3) purchase property located in Bob Jones Park, which is adjacent to the U.S. Corps of Engineers property along Lake Grapevine. In Fiscal Year 1996, the SPDC appropriated $42,000 in SPDC Operating • - -DRAFT#3, 2 14 97 2 • SPDC Plan Adopted February 1997 Funds for sprigging soccer fields and ballfield sod at Bicentennial Park. Bicentennial Park: The need for athletic fields has grown steadily as the City's population has grown. It is estimated that 720 children participated in organized baseball during their last season, 400 in organized softball, and 1,200 in organized soccer through a joint program with Grapevine. In 1994 only three baseball diamonds were available at Bicentennial Park. The lack of fields created problems with scheduling games, as well as practice. Bicentennial Park expansion plans primarily addressed the need for athletic facilities. In conjunction with opening day ceremonies for the Southlake Baseball Association on March 30, 1996, hundreds of Southlake residents celebrated the completion and dedication of the first phase of expansion. This expansion was approximately a $2 million project which included the acquisition of approximately 27 additional acres, four lighted baseball fields, five soccer fields, concession stand, restrooms, pavilion, Adventure Alley playground (built as a illcommunity project), a park maintenance building, a concrete parking lot for 340 vehicles, and 368 irrigation sprinkler heads. Construction took 15 months to complete. Joint Use Gymnasium: The City and Carroll Independent School District have adopted the concept of "joint utilization" for park and recreation facilities, and have begun to make significant strides to implement this concept in Southlake. Construction of the joint use gymnasium at Carroll Middle School demonstrated the feasibility of joint projects. Although the two entities had worked together previously on smaller projects, the gymnasium was the largest in scope. The growth of the student population in the Carroll I.S.D. has made it difficult for the district to provide sufficient recreational facilities. District officials knew that an additional gymnasium was needed at the Middle School, but demands for additional classroom space were paramount. The Joint Utilization Committee reviewed the problem and suggested that a new gymnasium be built in such a way that it could be utilized as a recreation center for the City. School children could use the facility during the day, and citizens could have access during • DRAFT#3, 2-14-97 3 S SPDC Plan Adopted February 1997 non-school hours. This facility was meant to provide opportunities for expanded recreational programs to be offered by the city. The City and Carroll ISD awarded the construction bid to The Ridgemont Company for $723,000. The final cost of the project was $780,360, primarily due to additional engineering, flooring and foundation costs. The gym, which includes 10,000 square feet of floor and office space, was opened in October 1995. It has lodged numerous Park/Rec programs including Southlake Saturday Night and summer open gym hours for youth and adult citizens. U.S. Corps of Engineers Property/Bob Jones Park: Southlake is fortunate to have seven hundred acres of Corps property within its corporate boundaries. There are currently several parks on the Corps property at Grapevine Lake in the surrounding communities, including Walnut Grove Park in Southlake. Walnut Grove Park consists of undeveloped shoreline and woodlands and several miles of pedestrian and equestrian trails. Neither the Corps of • Engineers or the City of Southlake have made improvements, although the park has been master planned by the City of Southlake. Corps officials have indicated that they are willing to work with the City of Southlake to develop these areas into parks for the citizens of Southlake to enjoy. The acreage possesses significant open space features and natural beauty. An informal, preliminary site analysis conducted in 1994 indicated that the usage of the COE land should be limited to more passive recreational activities. The former West Beach Addition is located adjacent to the COE property and is suitable for park uses. The City acquired land in this addition (approximately 80 acres in this addition were purchased in November 1994, with SPDC funding the down payment of $295,375, as well as purchases of individual lots since that time), and plans to purchase all of these platted lots for incorporation into the park, which has been named Bob Jones Park. An additional 17 acres was purchased to the north of the former West Beach Addition for park purposes, however this acreage was not funded through the SPDC. A master plan of Bob II° DRAFT#3, 2-14-97 4 S SPDC Plan Adopted February 1997 Jones Park, including the former West Beach property, the northern 17 acres, and the COE property, was approved in November 1996. This master plan included recommended construction phasing to guide the City in the development of what will become the most significant park in Southlake's park inventory. FUTURE SPDC PROJECTS _ During the campaign to pass the sales tax referendum, the aforementioned projects were identified and presented to the residents of Southlake. The completion of Bicentennial Park Expansion, Phase I and the joint use gymnasium, as well as the ongoing purchase of lots for Bob Jones Park, specifically illustrate the success the SPDC has had in meeting their obligations to Southlake citizens. Still, providing a high quality of life in Southlake will • require additional facilities. Analysis by staff has indicated that approximately $6 million would be available for a 1997 development program. This would include funds as follows: SPDC Bond Funds on hand - previous issues $ 470,000 Operating Fund - Appropriation of Reserves $ 590,000 1997 Bond Funds $5,000,000 TOTAL FUNDS AVAILABLE $6,060,000 The SPDC Board of Directors has determined that the following projects should be pursued with these funds. Bicentennial Park Expansion, Continued: The purchase of an additional 10 (does not include berm land) acres of land will be necessary to move forward with Phase II of Bicentennial Park expansion plans. Land has been identified and approximately $800,000 has IIIDRAFT#3, 2-14-97 5 • SPDC Plan Adopted February 1997 been allocated for purchasing the property. The addition of the land will increase the acreage of Bicentennial Park to approximately 58 acres. Continued expansion plans for Bicentennial Park until total park build out will include several elements, in addition to the additional land acquisition described above. These elements include the following which will be added in the next three years as funds allow: ✓Development of berm/landscape to buffer neighborhood from noise, lights ✓Existing Facility Enhancement ✓One Mile Looped Hike and Bike Trail (10' concrete) ✓Softball Field Renovation/Open Space Development ✓Teen Recreation Area s/Tennis Facilities (8 courts) • In addition, the following projects are master planned at Bicentennial Park, however, the City of Southlake is exploring multi-purpose recreational facilities with the Carroll Independent School District (CISD) and these facilities may not be required at Bicentennial Park. ✓Tennis Facility Expansion ✓Swimming Pool Facility Please see Exhibit D for preliminary cost estimates for these long range capital improvements and phasing recommendations. Exhibit E is a conceptual drawing of the approved master plan for Bicentennial Park. Bob Jones Park Land Acquisition and Park Development - Over 148 lots still need to be purchased to make the former West Beach Addition "whole." This will require significant effort, since many of these property owners are absentee or the ownership records are IllDRAFT#3, 2-14-97 6 • SPDC Plan Adopted February 1997 incomplete. Still, the SPDC Board is committed to purchasing the remaining lots to ensure that Bob Jones Park is developed as master planned, in its entirety. The acquisition of these lots will complete the purchase of 131 acres for Bob Jones Park, excluding the available COE property which is adjacent. Approximately $1,000,000 has been programmed for future acquisition of this land. In addition to the acquisition of the out parcels, the SPDC plans to fund the development of this park land, incorporating the following elements as funds allow: ✓Pre-Development Buffer yard ✓Soccer Fields 6/Hiking/Nature Trail ✓Equestrian Facilities • ✓Nature Facilities ✓Ballfields/Lake Development 6/Equestrian Facility Expansion 6/Peninsula Development ✓Nature Center/Outdoor Education VAmphitheater Development Please see Exhibit F for preliminary cost estimates for these capital improvements and phasing recommendations. Exhibit G is a conceptual drawing of the approved master plan for Bob Jones Park. Parking Lot at CISD Middle School Joint Use Gymnasium: Inadequate parking has been a problem with this project since construction of the gymnasium was completed. Land for the lot will be provided by CISD, with the City bearing the costs of construction. The SPDC has programmed $70,000 for construction of this lot. • DRAFT#3, 2-14-97 7 • SPDC Plan Adopted February 1997 ISTEA Grant: The Intermodal Surface Transportation and Efficiency Act (ISTEA) made federal highway funds available to local governments for projects which promote congestion mitigation. Southlake successfully competed for funds in this grant program to build a portion of a trail along the southern border of the city, which will connect to trails being constructed by the City of Grapevine and the City of Colleyville. Although Southlake's portion of this trail is small (500'), it is an important part of the regional trail system which will ultimately link downtown Fort Worth to downtown Dallas with a network of trails. Successful grant recipients are required to provide a 20% matching of federal funds, and the SPDC has allocated $48,000 for this purpose. Property Adjacent to KISD Elementary Schoo - The City of Southlake has been committed to joint utilization projects with Carroll Independent School District for the past four years. The concept works well, and allows the City and CISD to maximize resources in • providing for recreational opportunities for school children and Southlake residents. Expanding this concept to include the Keller Independent School District has become a very real possibility. Florence Elementary School is located adjacent to a 13 acre tract of land which has been identified by Park Board members as an attractive option for park land on the west side of the City. Acquisition of this property will create an ideal setting for developing a joint use park with KISD, particularly since the school site includes acreage which could be included as part of the park site. The budget contained in this plan allocates $300,000 for the purchase of the 13 acre site. Trail Construction - The City of Southlake adopted its Trail System Master Plan in 1995, identifying a series of on-road and off-road hike and bike trails, equestrian trails and bicycle routes to be established in the city through build-out. Some of the trails will be built within parks, others along the rights-of-ways, and still others on private property in trail easements. The SPDC plans to fund trails through donations of right-of-way or construction III DRAFT#3, 2-14-97 8 • S SPDC Plan Adopted February 1997 by the development community, as well as through the use of grants and SPDC funds. Specific trails targeted for improvement have not been identified in this plan. Trail construction depends on the timing of certain road reconstruction to the ultimate width. As the City implements its Thoroughfare Plan, construction of trails will be incorporated at that time. Joint Use Gymnasiums - The successful joint use relationship established by the City of Southlake and Carroll ISD has led to shared utilization of the Carroll Middle School gymnasium and the Durham Elementary/Intermediate School gymnasium. The City is also able to schedule activities in the gymnasium at Carroll Intermediate School. The SPDC will continue to consider cost participation with the Carroll I.S.D. for gymnasiums, particularly at elementary schools, as new schools are built. BUDGET INFORMATION III Funding for park capital projects come from several sources: SPDC Operating Funds, SPDC Revenue Bond - Project Funds, Park Dedication Fees, grants, donations and City of Southlake General Fund allocation. This SPDC Plan addresses the funding provided through sales tax revenue bonds, supported by the half-cent sales tax, and the available excess SPDC operating funds. Exhibit H lists the projects discussed in a summary form along with their estimated costs. With the appropriation of$590,000 from available operating funds, $5 million in new project funds and $470,000 in existing bond funds, a total of$6,060,000 is available for projects. The intent is to continue leveraging its half cent sales tax purchasing power with additional bond sales. Future sales tax collections will dictate the timing of subsequent revenue bond issues to occur in approximately 18 - 24 months. III DRAFT#3, 2-14-97 9 CITY OF SOUTHLAKE SOUTHLAKE PARKS DEVELOPMENT CORPORATION SALES TAX REVENUES • I996-97 collected budget balance budget to date balance percent S921.000 S206_17' S716 8/8 77 66°4 FISCAL I FISCAL FISCAL FISCAL YEAR YEAR %Inc YEAR %Inc YEAR %Inc MONTH 93/94 94/95 -Dec 95/96 -Dec 96-97 -Dec j October $0 $44,975 n/a S64,344 43.1% $80,946 25.8% November 0 _ 26,049 n/a 55,958 114.8% 67,684 21.0% December 0 33,622 n/a 51,987 54.6% 57,542 10.7% January 0 47,843 n/a 70,181 46.7% February 0 34,007 n/a 47,635 40.1% March 0 28,300 n/a j 51,581 82.3% April 0 44,106 n/a 68,515 55.3% May 29,145 40,554 39.1%t 54,686 34.8% • June 29,788 41,627 39.7% 56,159 34.9% July 47,079 67,593 43.6%; 89,901 33.0% August 29,490 54,792 85.8% 66,184 20.8% September 37.614 53.282 41.7%i 61.223 14.9% TOTAL $173,116 $516,751 198.5% $738,354 42.9%1 $206,172_ 19.7% 01/31/97 SALSTX97.WK4 • Exhibit A City of Southlake,Texas SOUTHLAKE PARKS DEVELOPMENT CORPORATION Established by Ordinance No. 597 Members Term to Expire • David Yelton, President Home: 329-0610 5/98 1346 Lakeview Work: 214/506-2374 • W. Ralph Evans, Vice President Home: 481-3759 5/98 315 North Shady Oaks Drive - Work: 332-7894' Southlake, Texas 76092 Scott Martin Home/Work: 481-5348 5/98 591 East Dove Road Southlake, Texas 76092 Rick Stacy Home: 481-3010 5/97 1000 West Southlake Boulevard Work: 481-1564 Southlake, Texas 76092 Pamela Muller Home: 481-6644 5/97 214 Westwood Drive Southlake, Texas 76092 • Carol Lee Hamilton Home: 488-3996 5/97 1210 Cross Timber Drive Work: 871-8619 Southlake, Texas 76092 Veronica "Ronnie" Kendall Home: 424-3339 5/97 P.O. Box 92998 Southlake, Texas 76092 Incorporators Updated 1/97 D:\a'P-FILES\LISTS\SPDC96.WPD 1111 Exhibit B DEVELOPIN 1 _ • �II�.R.KS IN SOU'TELAKE • Typical Project Approval Process sOUTIILAKE CITIZENS V SOUTHLAKE SOUTHLAKE PARKS CITY COUNCIL DEVELOPMENT CORP. A. Recommend Projects a' JOINT SOUTHLAKE UTILIZATION PARKS & COMMITTEE RECREATION BOARD* NEIGHBORHOODS • AND OTHER R COMMUNITY GROUPS *Represented on Southlake Parks Development Corporation • PRELIMINARY COST ESTIMATE-BUDGET WORKSHEET Bicentennial Park November 19, 1996 Capital Expenditure Recommendations per Master Plan DESCRIPTION COST = SUBTOTAL I SPDC -- II A -PRE-DEVELOPMENT BUFFER A Land Acquisition I $300,000.00 B. Berm/Landscape j $250,000.00 1 $550,000.00 .B -LAND ACQUISITION j Brunson Tract/Bank Tract $1,000,000.00 $1,000,000.00 C -EXISTING FACILITY ENHANCEMENT ! A. Shade Structure Baseball Area i $100,000.00 1 B. Playground Pavilion $50,000.00 I { C. Water Playground $75,000.00 D. Parking Lot Expansion $200,000.00 E. Additional Trees $100,000.00 F. Utilities Underground $80,000.00 $605,000.00 D-HIKE AND BIKE TRAIL A. One Mile Loop -10'Concrete $150,000.00 B. Graphics,Grading, Miscellaneous $50,000.00 $200,000.00 (E-TEEN RECREATION AREA A. In-Line Hockey Rink $125,000.00 B. Basketball Courts (3) • $50,000.00 !C. Sand Volleyball $30,000.00 41Parking Expansion $300,000.00 I Restroom/Storage Area $75,000.00 .11 Lighting $100,000.00 $680,000.00 F -TENNIS FACILITIES A. Lighted Courts (8) $250,000.00 B. Restroom/Storage Area $150,000.00 C. Miscellaneous/Landscape $100,000.00 $500,000.00 G -SOFTBALL FIELD RENOVATION/OPEN SPACE DEVELOPMENT A. New Lighted Fields (4) $750,000.00 B. Restroom Renovation $100,000.00 C. Site Work/Demolition $200,000.00 D. New Open Space Parking $75,000.00 E. Landscape _ $150,000.00 F. Picnic Facilities/Pavilion $150,000.00 $1,425,000.00 H -TENNIS FACILITY EXPANSION A. Li•hted Courts(8) $300,000.00 B. Pro-Shop Facility $150,000.00 C. Miscellaneous/Landscape $100,000.00 D. Championship Court $100,000.00 $650,000.00 S Page 1 Exhibit D • PRELIMINARY COST ESTIMATE-BUDGET WORKSHEET Bicentennial Park November 19, 1996 pital Expenditure Recommendations per Master Plan a 0ESCRIPTION COST SUBTOTAL l SPDC 1' I - LAND ACQUISITION 'Evans Tract i $1,500,000.00 i $1,500,000.00 L r- ;J -SWIMMING POOL FACILITY eA. Outdoor Pool Facility $750,000.00 'B Parking $150,000.00` j `C. Utilities/Lighting $150,000.00 I j D. Restrooms/Changing Rooms $100,000.00 E. Landscape $100,000.00; $1,250,000.001 K - FOUR BASEBALL FIELDS A. Four Lighted Baseball Fields $750,000.00 j B. Parking Facilities $300,000.00 C. Utilities/Grading/Miscellaneous $300,000.00 D. Restroom/Concessions $300,000.00 E. Playground j $75,000.00 F. Landscape $100,000.00 $1,825,000.00 L -RECREATION CENTER . Budget Range40 $6,000,000.00 $6,000,000.00 S16185 AL PARK BUILD OUT 000.00 All unit prices, allowances, and total costs are valid for thirty(30)days. MESA Design Group reserves the right to revise this estimate after such time. • C;\123R24\COSIESTi 96020 • S Page 2 • 0 • . RESIDENTIAL '�T 0_ _- me•____ _.__ Y,... ��' OIr �T - •--- ' - ':;, RESIDENTIAL W TURF AC(U151t i KPE_0 �F'• 0:4 II I..osc.1.,N.- _= i 111 �, .r f ��; 1.... r .i.,,,.:.'��.'`' ..._..r.�r,,f _ • tc.• �[w,TI•��y,6�.�F �s� ,�j� wvtk Towllly� TI WSJ' � wi lJ - III :oi, (1,--- . . et > � • i�' ° • , CSC �'� � _:. ,t. �g7 4 L ; -41A /I BALL FED B,LL HID 111 I _ .r RAU HUD 1 ( RAU FEED o it4 : II, .-:..,�... _4:41, r 'r' 0 •RECREATION atilFILD .•t.11UREACQUISITION fir CENTER tr% �I ��1E 1 • MID WI FEID O('''. l'r\ PARK►+c I Z iyi, — 1 ---Y •• r I. �'1 it PULFELD „r. ,t, c o �, •,yr_ g;_ V� \� a- i - 13 i r mg riA. no. , CZ 111,1 if ,„..,_ i--...„--Ati M • •- - BALL FEW ' 0000114;1•0"'"'"10 ) ! llll��Jl JJleaf?_ _ lit , {r • J I ``��; .t .�' ,�ifs + ,414- I ..,: ::. 1.wrii towitt••41,110 0,0•16711„. a-.)i i.4-_:._ _ bra � —�� I D is.- - - I, . ,, • -' l'- iff - - tt 4 7 „,,, F • I. t) oft„f..a ®e'STOPS pati- l`ftl ,' i f------_ -= . 7 E--± -_. - , __ __ R .4.1 v : I , , , -, fr,...,,_ ._ - _ E : ,i• ,,,-, , C. Nw:. 01= COMMERCIAL/ i w cumin = O', ; ��_�—inr •'_1 Q � 1 I l RETAIL p 3 I • \ tr-- --T--r f-la I O oc ;,\ �� - - -•j:3 i FITUdE i F TUREQUISITION 1 O O O t 1 I • �r r �-' IL__._ _>_-_� I+iN IIO/ -, I oC 1n Q I rj L _ _ _�_ p Q lo01 i ip '.' IIIM � i AcsOuis(Tiol•I toT r 4 O 9 Q LI 1 ' SOCCER PRACTICE FELDS \\111 TFNNS CCIUItTS __1 e——1, rt, A ,..__ COMMERCIAL/RETAIL 1 ' �01• w M C I I , Ill,RA SOUTHLAKE BLVD. F.M.1709 n LIGHT OFFICE/COMMERCIAL DiCENTE�'LI V EAT.. PARK [md.' o IM JN IW YY 1p '64Av SOUTHLAKE,TEXAS SCALE 1•• 100•-0• MESAAPPROVED NOVEMBER 19.1994 • PRELIMINARY COST ESTIMATE - BUDGET WORKSHEET Bob Jones Park November 19, 1996 Capital Expenditure Recommendations per Master Plan 411 A -PRE-DEVELOPMENT BUFFER A. Demolition and Grubbing $5,000.00 1 t B. Excavation of Pond $66,664.00 C. Berming Grading $18,888.00 ID. Trees - 2"cal. 1 $16,500.00 E. Hydromulch I $5,600.00 . F. Irrigation $17,500.00 !G. Water Service $5,000.00 $135,152.00 1B -SOCCER COMPLEX A. Eleven Soccer Fields $239,785.00 _ B. Irrigation $180,150.00 C. Concession/Restroom $250,000.00 D. Parking Facilities $350,000.00 E. Utilities/Miscellaneous $100,000.00 F. Landscape $95,148.00 G. Playground/Pavilion $150,000.00 $1,365,083.00 C -HIKING/NATURE TRAIL A. Land Acquisition (?) $200,000.00 B. 3 Miles Soft Surface Trail $300,000.00 C. 1.5 Miles Concrete Trail $250,000.00 Creek Crossings (3)0 $150,000.00 _ Tree Replacements/Culverts, Etc. $150,000.00 F. Signage $25,000.00 G. Phase One Road/Parking $150,000.00 H. White Chapel Parking $150,000.00 1. White Chapel Trail Development $300,000.00 R.O.W. Expansion $1,675,000.00 D -EQUESTRIAN FACILITIES A. Trail Head Parking(2) $150,000.00 B. Restroom $150,000.00 C. Utilities/Miscellaneous $100,000.00 D. Trail Signage $25,000.00 E. Fencing $40,000.00 F. Landscape $75,000.00 G. Maintenance Facility $200,000.00 $740,000.00 . E-NATURE FACILITIES A. Loop Road Expansion $300,000.00 B. Utilities $100,000.00 C. Parking (50) $50,000.00 D. Day Camp/Restroom $100,000.00 E. 7800 I.f. Nature Trail -6'Wide $100,000.00 F. Minor Amphitheater Development $50,000.00 41 Nature Trail Graphics $30,000.00 Picnic Tables/Pavilions $50,000.00 $780,000.00 Exhibit F Page 1 PRELIMINARY COST ESTIMATE - BUDGET WORKSHEET Bob Jones Park November 19, 1996 Capital Expenditure Recommendations per Master Plan F - BALL FIELDS/LAKE DEVELOPMENT_ A. Lake Development $550,000.00{ B. Softball Practice Fields $75,000.00 C. Lighted Soccer Fields (3) $200,000.00 D. Bridge/Fishing Dock $50,000.00 1 1E. Water Well for Lake Fill $100,000.00 F. Landscape $100,000.00I $1,075,000.00L -EQUESTRIAN FACILITY EXPANSION A. Multi-Use Arena 1 (?) $2,000,000.001 B. Parking Facilities $175,000.00 C. Stables (?) $1,200,000.00 'D. Utilities $175,000.00 $3,550,000.00 -PENINSULA DEVELOPMENT A. Land Acquisition (?) $500,000.00 B. Park Road Development $350,000.00 IC. Tree Relocation l $100,000.00 D. Utilities $100,000.00 'E. Parking Facilities $200,000.00 F. Pavilion/Restroom $300,000.00 G.40_Beach/Swimming $100,000.00 Fishing Pier $100,000.00 Picnic Facilities $100,000.00 J. Sand Volleyball $50,000.00 K. Casual Open Play Field $100,000.00 L. Landscape i $100,000.00 $2,100,000.00t I -NATURE CENTER/OUTDOOR EDUCATION A. Nature Center Building $2,000,000.00, $2,000,000.00_ J -AMPHITHEATER DEVELOPMENT A. Outdoor Amphitheater Facilities $250,000.001 $250,000.00 (TOTAL PARK BUILD OUT $13,670,235.00 All unit prices, allowances, and total costs are valid for thirty(30)days. MESA Design Group reserves the right to revise this estimate after such time. C;\I23R24\COSrES \ 96019 • Page 2 c \l„..,,,.......,_ \-,1/4-v...,,,, ..,,,.._,, j I(A1tTtfAN I 1<'` t9 ,'f�j -ry- ="Z'''s 11:', T lRAIROWd ( %' MIND/NAT 1RM a y I CORPS OF ENGINEERS" I ,� n .0 U tMA5TRLW ,:,',1 Q _ ,1I /�' -^—--__J \ LAKE GRAPEVINE QNTfR ^{1• 1` Of / - // Oa O (� - ., \ 'It, L R IA// IV _ co. ' . • % SD / R' CI �, 5.` / =/x =-= - -s '- ;� 0CSIHI 8R41 ;ii G ; � U Ti'� I r� F1:----. Mir"IAR r.� 16 , 6 • yE�70 LI \ ,/uL IE n C' o 1 _ \ (X{{{{�� UFRs :-"I- ( / n I / \\• L.,,� ° St o uut �` ♦I Is id •(�'all114 III, \ v „ \ .17X4.k 1\' r/r�.• V. _ �.JuJ I \ \ R \\ :I `�. \(\ IA(Lh1.tA BESTIR t N(11(IIR7N r • �� w ci W KJIIfU I' -=yll%1 ` Enos 14.1 'V! Q !r f Eo4RffRUN`: I : I l ( �`+'�.�L r `� mit... In t (.uildTN)J t !1 i " \ j--. ._(tT t- \ J • TN s I t; , / .+ o i4: Urryq� l i i • ; / E —" ��(_ �, f CC OF ENGINEERS....-. j CY o vwr oU oaoac� \ I I 111_1�l II[D-, 1�� Q 4y+ - \ / :-ti ^:`_ ,7. Ins INtlf ill ; emu- 1 . . ...... 1,`. ,,. �.` SAS,,,, RE G '�. ,tc CORPS r NEER$. INTRAN4 ,.itTI.NITT 1 r - ,` y• > fnKf GRnPfVINF 1i� l]IOWf 0 E V0 f, fFNTER 111 f:o- .L \ am 'j 5° EI / �....,/ -i EA " �IQ( "r AO e lf M l• % NA� • L. I. IUUTt1 RIAN V([\. .. '`. NI(1UUI•UO+ )roil Gl, .... t RESIDENTIAL t;.4 . ? -' ' '' \'i... ' . rl 1 '' I : . 6 a 1 _ 4 U f- I V / 0, • CORPS Of ENGINEER 4 \tS L � / I Z gY. D P1T/ tr 6 i • Ii j • L ft i i 0 El L___j B -r);( ,_DO ei '\ Ult.' C tf.)),,/:•\ 1-.,-,)7,,- ,, 4 :, I \11-AS; . 1\.. t\s' s . . SOUTHLAKE.TEXAS MESA ««, •„, APPROVED NOVEMBER 19,1996 Y Exhibit G SPDC3YR2.WK4 02/13/97 page 1 S Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 FY96-97 Total Priority# Amount Bicentennial Park - Master Plan Components $15,985,000 Land - Brunson tract/Bank tract $800,000 $800,000 Berm south of Love Henry Court - land/construction $550,000 land $300,000_ berm construction and landscape $250,000 ') YO 1 "00 Existing Facilities Enhancement $605,000 shade structure baseball area $100,000 playground pavilion $50,000 water playground $75,000 parking lot expansion $200,000 additional trees $100,000 utilities underground $80,000 Hike and Bike Trail $200,000 ile loop - 10' concrete01 $150,000 ics, grading, miscellaneous $50,000 Teen Recreation Area $680,000 in-line hockey rink $125,000 basketball courts (3) $50,000 sand volleyball $30,000 parking expansion $300,000 restroom/storage area $75,000 lighting $100,000 Tennis Facilities/Expansion $1,150,000 lighted courts (16) $550,000 championship court $100,000 restroom/storage area $150,000 miscellaneous/landscape $200,000 pro-shop facility $150,000 Softball Field Renovation/Open Space Development $1,425,000 lighted fields (4) $750,000 restroom renovation $100,000 site work/demolition $200,000 open space parking $75,000 landscape $150,000 picnic facilities/pavilion $150,000 itEvans tract $1,500,000 Exhibit H SPDC3YR2.WK4 02/13/97 page 2 • Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 FY96-97 Total Priority# Amount Bicentennial Park - Master Plan Components (continued) Swimming Pool Facility $1,250,000 outdoor pool facility $750,000 parking $150,000 utilities/lighting $150,000 restrooms/changing rooms _ $100,000 landscape $100,000 Baseball Fields $1,825,000 lighted fields (4) $750,000 parking facilities $300,000 utilities/grading/miscellaneous $300,000 restrooms/concessions $300,000 playground $75,000 landscape $100,000 R e ation Center 4 $6,000,000 S SPDC3YR2.WK4 02/13/97 page 3 S Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 FY96-97 Total Priority # Amount Bob Jones Park - Master Plan Components $14,670,235 Land - remaining lots $1,000,000 $1,000,000 Pre-development Buffer $135,152 $135,152 Soccer Complex $1,365,083 $1,365,083 soccer fields (11) $239,785 irrigation $180,150 concession/restroom $250,000 parking facilities $350,000 utilities/miscellaneous $100,000 landscape $95,148 playground/pavilion (replace sod vs seed instead of this) $150,000 Hiking/Nature Trail $1,675,000 $250,000 land acquisition $200,000 AI surface trail-3 miles $300,000 ete trail - 1.5 miles $250,000 k crossings -3 $150,000 tree replacements/culverts, etc. $150,000 50/ 0-1 signage $25,000 phase one road/parking $150,000 parking -White Chapel $150,000 trail development-White Chapel/row expansion $300,000 Equestrian Facilities and Expansion $4,290,000 parking -trail head (2) $150,000 parking facilities $175,000 restroom $150,000 utilities/miscellaneous $275,000 trail signage $25,000 fencing $40,000 landscape $75,000 • maintenance facility $200,000 multi-use arena $2,000,000 stables $1,200,000 Nature Facilities $780,000 loop road expansion $300,000 utilities $100,000 parking (50) $50,000 calli .mp/restroom $100,000 Illtrail -7800 I.f. 6'wide $100,000 itheater development- minor $50,000 nature trail graphics $30,000 picnic table/pavilions $50,000 SPDC3YR2.WK4 02/13/97 page 4 Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 FY96-97 Total Priority # Amount Bob Jones Park -Master Plan Com ponents (continued) Ballfields/Lake Development $1,075,000 _ lake development $550,000 softball practice fields $75,000 soccer fields - lighted (3) $200,000 bridge/fishing dock $50,000 water well for lake fill $100,000 landscape $100,000 Peninsula Development $2,100,000 land acquisition $500,000 park road development $350,000 tree relocation $100,000 utilities $100,000 parking facilities $200,000 pavilion/restroom $300,000 beach/swimming $100,000 ng pier $100,000 facilities $100,000 d volleyball $50,000 open play field $100,000 landscape $100,000 Nature Center/Outdoor Education $2,000,000 Amphitheater Development $250,000 * White Chapel Road improvements SPDC3YR2.WK4 02/13/97 page 5 110 Southlake Parks Development Corporation Three Year Plan and Budget February 1997 through February 2000 FY96-97 Total Priority# Amount Joint Use - Carroll Independent School District Parking Lot - CISD Middle School $70,000 $70,000 Gymnasium - future schools ?? ISTEA Grant Highway 26 Hike and Bike Trail 500' section $48,000 $48,000 Joint Use - Keller Independent School District Land - community park (13 ac@Florence Elementary) $300,000 $300,000 •borhood Parks (5 to 10 acres) $500,000 Community Park (Westside - 30 acres) $750,000 Matching Funds - Community Groups $100,000 Trail Development ?? Kirkwood Trail Fox Hollow Trail Continental Boulevard Trail RESERVE FOR UNANTICIPATED PROJECTS $500,000 land; renovation of city-owned houses; ATAL $32,423,235 $4,468,235 nstruction Funds Available $6,060,000 Balance to be Allocated $1,591,765 • SOUTHLAKE PARK DEVELOPMENT CORPORATION PUBLIC HEARING 667 North Carroll Avenue Southlake, Texas 76092 February 18, 1997 MINUTES MEMBERS PRESENT: David Yelton, President and W. Ralph Evans, Vice-President. Members: Rick Stacy, Carol Lee Hamilton, Scott Martin, Pamela Muller. MEMBERS ABSENT: Ronnie Kendall. STAFF PRESENT: Shana Yelverton, Assistant City Manager; Lou Ann Heath, Director of Finance; Kim Lenoir, Director of Parks & Recreation and Sandra L. LeGrand, City Secretary. Agenda Item #1. Call to Order David Yelton called the meeting to order at 6:05 p.m. A quorum was present. Parks and Recreation Director Kim Lenoir presented a brief history and update on the Southlake • Parks Development Corporation. Lenoir explained SPDC's first three-year plan -- to expand Bicentennial Park, complete a joint use gymnasium at the Carroll Middle School and purchase property at Bob Jones Park. SPDC is now considering funding for $6,600,000 additional funds for projects for the next three years. Funds on hand are $470,000, an operating reserve of $590,000 and the selling of revenue bonds in the amount of $5 million. She explained the process SPDC went through to develop a list of proposed projects. Input was received by community and neighborhood groups, Joint Utilization Committee, Southlake Parks & Recreation Board. Those recommendations were funneled to the Southlake Parks Development Corporation who then made recommendations to City Council. Ms. Lenoir presented a list of the projects currently being considered (attached to minutes). Prior to opening the Public Hearing, Mr. Yelton explained the purpose of the public hearing and presented an itemized description of each proposed projects. Agenda Item #2, Consider: Public Hearing: Projects to be undertaken by the corporation for 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. and paying maintenance and operating costs of said municipal park facilities. Cara White, 4475 Homestead, Southlake • Ms. White is SPIN #1 representative and was present to address and issue pertaining to Bob Jones Park. Her comments were about the allocation of funds • for the roads. She feels, from a safety aspect, there are definite needs for road improvements on North White Chapel Boulevard. Ms. White presented photos of the area and urged the committee to consider funding improvements to the roads for safety issues. When asked whether it makes sense to fix the road before construction starts, Ms. White stated from a personal standpoint, that although the road should definitely have some repairs done to it now, she did not think that it should be completely reconstructed before the development occurs. Chairman Yelton mentioned that SPDC approved a recommendation to start the funding of the design phase for soccer fields in Bob Jones Park at a meeting last night. Si Rickman, 455 Love Henry Court, Southlake Mr. Rickman restated a position representing all the residents of Love Henry Court pertaining to funding to purchase a buffer zone between the now existing Bicentennial Park and the residences. This request was recommended by the Parks & Recreation Board and placed as a high priority. For the record, the residents want the acquisition and construction of a berm and buffer zone between the Park and their properties to remain a high priority before any more money is spent at Bicentennial Park. Mr. Rickman asked if this item is on the SPDC proposed funding list. Mr. Yelton replied it was the second item under Bicentennial Park. Mr. Yelton asked Mr. Rickman what he would recommend seeing. Mr. Rickman's response were things they do not want to see -- the ballpark, the lights. Mayor • Stacy asked if a berm would be acceptable. Mr. Rickman said the berm would have to be such that landscaping could be done all over the berm so that the view and sound of the Park is hidden. Mr. Rickman stated that whatever has to be done, it should be done to make it as compatible as possible for everyone. He recommends a fence be constructed between the ballpark, full length. If a berm is built, he does not see that it could be used for children playing, that it would be a buffer zone and a berm only. Ms. Muller stated she envisioned the berm having some passive use, such as part of a walking path. Mayor Stacy told Mr. Rickman money is allocated and that SPDC would like more input from Mr. Rickman and his neighbors. Mayor Stacy spoke briefly about the upgrading of North White Chapel Road and the timing dilemma of when to make the repairs. Being no further comments from the audience, the Public Hearing was closed. Agenda Item #3, Consider: SPDC Resolution No. 97-01. Authorizing the Issuance of "Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds. Series 1997." Ralph Evans made a motion to approve the resolution. Scott Martin seconded • SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 2 OF 3 0 Motion: Evans Seconded: Martin Ayes: Evans, Martin, Yelton, Muller, Hamilton, and Stacy Nays: None Vote: 6-0 to approve. Agenda Item #4. Consider: SPDC Resolution No. 97-02. Providing for the Redemption of Certain Outstanding Bonds of the Corporation. Jim Sabonis and Jeff Roberts, representatives of First Southwest Company, explained the sale that was negotiated in the City's behalf and presented members with a copy of the official statement used to market the bonds and a set of numbers representing the final transaction. Mr. Sabonis explained the historical bond processes of the Southlake Parks Development Corporation. Sabonis said the current proposal before the SPDC is the funding of the continual Capital Improvements Program for the Park Corporation and the refunding of not only the subordinated issue from 1994, but the actual senior lien issue. He explained the current proposal before the SPDC is a combination of refunding of all the existing debt and the funding of new money at the same time. The transaction of$9,220,000 has a 25-year level debt structure and is the first lien on the 1/2-cent sales tax. The additional bonds test has been decreased from 1.5 to 1.4 maximum annual debt service. The covenants have been restructured to have surety bond available to purchase. This issue will not only refund the 1994 issues but will fund about $5,100,000 of capital for the CIP • program. The City was upgraded in the rating from BAA to BAA1 and from a BBB+ to A- by Moody's and Standard and Poors respectively. This helped market the bonds at a lower interest rate. Summaries of the ratings will be forwarded which will reflect the "high," "historic," "anticipated" revenue growth for our sales tax, the population growth, demographics, and the strong underlining financial condition of the City. Based on the ratings and the review that AmBank had, they committed to insure the bonds at a fee of 40 bases points which allowed the City to move from BAA1, A- to AAA rating. This saved about $74,000 on interest cost for the bonds for the life of the transaction. The surety bond will be insured for the 25-year life at 2.5% of the value of the maximum debt service. They are pleased with all aspects of this transaction and recommend approval of this transaction. Mr. Yelton and Mayor Stacy thanked Mr. Sabonis and First Southwest and for the guidance provided during the hearings. Mr. Yelton also thanked City staff for their "awesome" job of getting the members prepared to go through the bond rating. No further discussion. A motion was made to approve SPDC Resolution No. 97-02 providing for redemption of certain outstanding bonds of the Corporation by Rick Stacy and seconded by Carol Lee Hamilton. Motion: Stacy Seconded: Hamilton Aye: Stacy, Hamilton, Muller, Martin, Evans, and Yelton SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 3 OF 3 • Nays: None Vote: 6-0 to approve. Agenda Item #5. Adjournment A motion was made to adjourn the meeting at 6:40 p.m. David 1ton, Pr ident ATT ST: 412/ Sandra L. LeGrand City Secretary A:\96-2-18.WPD • • SPDC MINUTES -- REGULAR MEETING ON FEBRUARY 17, 1997 PAGE 4 OF 3 City of Southlake, Texas CITY COUNCIL MEETING • SIGN UP IF YOU WISH TO SPEAK DURING THE MEETING DATE: oz11 9 1 NAME ADDRESS TELEPHONE AGENDA ITEM 420./t-TYLthzdr ' /L-7 7 477,07v -P f/40W 4_ e • City of Southlake,Texas S MEMORANDUM February 14, 1997 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: SPDC Resolution 97-01, Authorizing the Issuance of"Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997." SPDC Resolution 97-02, Providing for the Redemption of Certain Outstanding Bonds of the Corporation. In December, the SPDC Board approved Resolution 96-01 to set a February 18 public hearing date for the expenditure of corporation funds. The public hearing is required as a part of the issuance of the bonds and expenditure of funds. Resolutions 97-01 and 97-02 will complete the legal requirements necessary for SPDC to receive proceeds from the sales tax revenue bonds. The S City Council will consider a resolution at their meeting the same evening, which will approve the issuance of the bonds and a financing/use agreement with the SPDC. After review by the Texas Attorney General, bond proceeds will be received around March 18. SPDC currently has two bond issues outstanding totaling $3.45 million and had anticipated refunding, or calling, the 1994 $1 million issue due to its August 1997 interest rate escalation. The $8.97 million 1997 bonds as proposed will reduce the required debt service coverage ratio from the current 1.5 times to 1.4. In order for the bonds already outstanding to have this reduced coverage ratio, both outstanding bond issues will be refunded. The bonds will be issued at a level debt service over a twenty five year period. The SPDC will receive approximately $5 million in new funds for projects. The remainder of the $8.97 million issue will be used to establish an escrow fund to retire the refunded debt, and to pay for costs of issuance. On Wednesday, February 11 David Yelton, SPDC President, participated in the bond rating presentation held at the Marriott Solana. At that meeting, Standard and Poor's, Moody's Investors Service and AMBAC representatives discussed Southlake's long range planning efforts for commercial and residential development and for parks. In previous discussions with the SPDC Board, First Southwest Company's Jim Sabonis had proposed the concept of a bond insurance company providing a surety bond in lieu of dedicating a portion of bond proceeds for a debt service reserve fund. This concept was discussed with AMBAC Indemnity Corp.,a bond insurance company, at the February 11 meeting. It is likely that SPDC will be successful in getting the surety bond, and can proceed with plans for the funds. or • Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fu SOURCES & USES Dated 02/15/1997 Delivered 03/18/1997 SOURCES OF FUNDS Par Amount of Bonds $9,220.000.00 Accrued Interest from 02/15/1997 to 03/18/1997 42.064.69 Transfers from Prior Issue Debt Service Funds 260,000.00 TOTAL SOURCES $9,522,064.69 USES OF FUNDS Original Issue Discount (OID) 166,503.50 Total Underwriter's Discount (0.775%) 71,455.00 Costs of Issuance 143,025.00 Bond Insurance Premium ( 50.3 bp) 81,930.66 Deposit to Debt Service Fund 42,064.69 Deposit to Escrow Fund 3,909,129.42 Deposit to Secondary Purpose Fund 5,107,956.42 TOTAL USES $9,522,064.69 First Southwest Company FILE = SUUIHLAK-9/ ref +10• SINGLE PURPOSE Public Finance Department 2/18/1997 5:06 PM S • • Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I FISCAL TOTAL 3/18/1997 - - - 4/16/1997 - - - - - 8/15/1997 345,000.00 3.500% 229,443.75 574,443.75 - 9/30/1997 - - 574,443.75 2/15/1998 - - 223,406.25 223,406.25 - 8/15/1998 205.000.00 3.750% 223,406.25 428.406.25 - 9/30/1998 - - - 651.812.50 2/15/1999 - 219,562.50 219.562.50 8/15/1999 215,000.00 4.000% 219.562.50 434.562.50 - 9/30/1999 - - 654.125.00 2/15/2000 - 215.262.50 215,262.50 8/15/2000 225.000.00 4.100% 215.262.50 440,262.50 - 9/30/2000 - - - - 655,525.00 2/15/2001 - - 210,650.00 210,650.00 8/15/2001 230,000.00 4.200% 210.650.00 440,650.00 - 9/30/2001 - - - 651.300.00 2/15/2002 - 205.820.00 205,820.00 - 8/15/2002 240,000.00 4.300% 205,820.00 445,820.00 - 9/30/2002 - - - 651,640.00 2/15/2003 - 200.660.00 200,660.00 8/15/2003 250,000.00 4.400% 200,660.00 450,660.00 - 9/30/2003 - - 651.320.00 2/15/2004 - 195,160.00 195,160.00 8/15/2004 265,000.00 4.500% 195.160.00 460.160.00 - 9/30/2004 - 655,320.00 2/15/2005 - - 189,197.50 189.197.50 8/15/2005 275,000.00 4.600% 189.197.50 464,197.50 - • 2/15/2006/30/2005 _ 653,395.00 182,872.50 182,872.50 8/15/2006 290,000.00 4.700% 182,872.50 472,872.50 - 9/30/2006 - - - 655,745.00 2/15/2007 - - 176,057.50 176,057.50 - 8/15/2007 305,000.00 4.800% 176,057.50 481,057.50 - 9/30/2007 - - 657.115.00 2/15/2008 - - 168.737.50 168.737.50 - 8/15/2008 320.000.00 4.900% 168.737.50 488.737.50 - 9/30/2008 - - - - 657,475.00 2/15/2009 - - 160,897.50 160,897.50 - 8/15/2009 335,000.00 5.000% 160,897.50 495,897.50 - 9/30/2009 - - 656.795.00 2/15/2010 - - 152,522.50 152,522.50 - 8/15/2010 350.000.00 5.100% 152.522.50 502.522.50 - 9/30/2010 - - - 655.045.00 2/15/2011 - - 143,597.50 143,597.50 - 8/15/2011 370,000.00 5.200% 143.597.50 513,597.50 - 9/30/2011 - - - - 657.195.00 2/15/2012 - - 133.977.50 133,977.50 - 8/15/2012 390,000.00 5.250% 133.977.50 523,977.50 - 9/30/2012 - - 657.955.00 2/15/2013 - 123.740.00 123,740.00 8/15/2013 410,000.00 5.300% 123.740.00 533.740.00 - 9/30/2013 - - 657,480.00 2/15/2014 - - 112,875.00 112,875.00 - 8/15/2014 430,000.00 5.375% 112.875.00 542.875.00 - 9/30/2014 - - - - 655,750.00 2/15/2015 - 101,318.75 101,318.75 - 8/15/2015 455,000.00 5.375% 101,318.75 556,318.75 - 9/30/2015 - - - - 657.637.50 2/15/2016 - - 89,090.63 89,090.63 - 8/15/2016 480.000.00 5.375% 89,090.63 569,090.63 - 9/30/2016 - - - 658.181.26 2/15/2017 - - 76.190.63 76,190.63 - IIII/1 first Southwest Company FILE = SUUIHLAK-91 ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM SSouthlake Parks Development Corporation Refunding and Improvement Sales Tax RevenueoBonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I FISCAL TOTAL 8/15/2017 510,000.00 5.375% 76,190.63 586.190.63 - 9/30/2017 - - - 662,381.26 2/15/2018 - 62.484.38 62,484.38 - 8/15/2018 535.000.00 5.375% 62,484.38 597,484.38 - 9/30/2018 - - - 659,968.76 2/15/2019 - - 48.106.25 48,106.25 8/15/2019 565,000.00 5.375% 48,106.25 613,106.25 - 9/30/2019 - - - 661,212.50 2/15/2020 - - 32.921.88 32.921.88 8/15/2020 595,000.00 5.375% 32,921.88 627,921.88 - 9/30/2020 - - 660,843.76 2/15/2021 - - 16,931.25 16.931.25 8/15/2021 630,000.00 5.375% 16,931.25 646,931.25 - 9/30/2021 - - - - 663.862.50 TOTAL 9,220,000.00 - 7,113,523.79 16,333,523.79 - YIELD STATISTICS Accrued Interest from 02/15/1997 to 03/18/1997 42,064.69 Bond Year Dollars $136.225.00 Average Life 14.775 Years Average Coupon 5.2218930% Net Interest Cost (NIC) 5.3965735% True Interest Cost (TIC) 5.4599994% S Bond Yield for Arbitrage Purposes 5.4751736% All Inclusive Cost (AIC) 5.6334139% IRS FORM 8038 Net Interest Cost 5.4796721% Weighted Average Maturity 14.590 Years 1-irst Southwest Company FILE = SOUIHLAK-97 ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM S • Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund DEBT SERVICE COMPARISON Date Total P+I Net New D/S Old Net D/S Savings 9/30/1997 574,443.75 532.379.06 (32,615.00) (564.994.06) 9/30/1998 651,812.50 651,812.50 432,270.00 (219.542.50) 9/30/1999 654,125.00 654.125.00 428,720.00 (225,405.00) 9/30/2000 655,525.00 655,525.00 429,870.00 (225.655.00) 9/30/2001 651,300.00 651,300.00 424,970.00 (226.330.00) 9/30/2002 651.640.00 651,640.00 424,770.00 (226.870.00) 9/30/2003 651.320.00 651,320.00 418,520.00 (232,800.00) 9/30/2004 655,320.00 655,320.00 416,970.00 (238,350.00) 9/30/2005 653,395.00 653,395.00 419,370.00 (234.025.00) 9/30/2006 655,745.00 655,745.00 415,420.00 (240.325.00) 9/30/2007 657,115.00 657,115.00 415,420.00 (241,695.00) 9/30/2008 657,475.00 657,475.00 419,070.00 (238.405.00) 9/30/2009 656,795.00 656,795.00 410,620.00 (246.175.00) 9/30/2010 655,045.00 655,045.00 416.120.00 (238,925.00) 9/30/2011 657,195.00 657,195.00 414,220.00 (242.975.00) 9/30/2012 657,955.00 657,955.00 410,020.00 (247,935.00) 9/30/2013 657,480.00 657,480.00 413,500.00 (243,980.00) 9/30/2014 655.750.00 655.750.00 408,687.50 (247,062.50) 9/30/2015 657,637.50 657,637.50 161,000.00 (496.637.50) 9/30/2016 658,181.26 658,181.26 - (658,181.26) 9/30/2017 662,381.26 662,381.26 - (662,381.26) 9/30/2018 659.968.76 659,968.76 - (659,968.76) 9/30/2019 661.212.50 661,212.50 - (661,212.50) 9/30/2020 660,843.76 660,843.76 - (660,843.76) 9/30/2021 663.862.50 663,862.50 - (663,862.50) TOTAL 16,333,523.79 16,291,459.10 7,246,922.50 (9,044,536.60) 1111/1 PRESENT VALUE ANALYSIS SUMMARY (NET TO NET) Gross PV Debt Service Savings (4,169.837.43) Net PV Cashflow Savings @ 5.633X (AIC) (4,169,837.43) Accrued Interest Credit to Debt Service Fund 42,064.69 Transfers from Prior Issue Debt Service Fund f^60,000.00) Other Benefits 5,107,956.42 NET PRESENT VALUE BENEFIT $720,183.68 NET PV BENEFIT / $3,800,000 REFUNDED PRINCIPAL 18.952X NET PV BENEFIT / $9,220,000 REFUNDING PRINCIPAL 7.811X First Southwest Company FILE = SOUIHLAK-9/ ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM 111111 • Southlake Parks Development ment Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund PROOF OF BOND YIELD @ 5.4751736X Date Cashflow PV Factor Present Value Cumulative PV 3/18/1997 - 1.0000000x - - 8/15/1997 574,443.75 0.9781851x 561,912.29 561,912.29 2/15/1998 223,406.25 0.9521199x 212,709.55 774,621.84 8/15/1998 428,406.25 0.9267494x 397,025.22 1.171,647.06 2/15/1999 219,562.50 0.9020548x 198,057.42 1,369.704.48 8/15/1999 434,562.50 0.8780183x 381,553.84 1,751,258.32 2/15/2000 215,262.50 0.8546223x 183,968.13 1.935.226.45 8/15/2000 440,262.50 0.8318497x 366,232.22 2,301,458.67 2/15/2001 210,650.00 0.8096839x 170,559.91 2.472,018.58 8/15/2001 440,650.00 0.7881087x 347,280.11 2,819,298.70 2/15/2002 205,820.00 0.7671085x 157,886.27 2,977.184.96 8/15/2002 445,820.00 0.7466678x 332,879.44 3,310,064.40 2/15/2003 200,660.00 0.7267718x 145,834.03 3.455,898.42 8/15/2003 450,660.00 0.7074059x 318,799.56 3.774,697.98 2/15/2004 195,160.00 0.6885561x 134,378.61 3,909.076.59 8/15/2004 460,160.00 0.6702086x 308,403.18 4.217,479.77 2/15/2005 189,197.50 0.6523499x 123,422.97 4,340,902.74 8/15/2005 464,197.50 0.6349671x 294,750.16 4,635.652.91 2/15/2006 182,872.50 0.6180476x 113,023.90 4,748.676.81 8/15/2006 472,872.50 0.6015788x 284.470.08 5.033.146.89 2/15/2007 176.057.50 0.5855489x 103,090.28 5,136,237.17 8/15/2007 481,057.50 0.5699461x 274,176.86 5,410,414.03 2/15/2008 168,737.50 0.5547591x 93,608.67 5,504.022.70 8/15/2008 488,737.50 0.5399768x 263,906.91 5.767,929.60 2/15/2009 160,897.50 0.5255884x 84,565.85 5,852,495.46 8/15/2009 495,897.50 0.5115833x 253,692.89 6.106.188.34 2/15/2010 152,522.50 0.4979515x 75,948.80 6,182,137.15 S 8/15/201 502,522.50 0.4846828x 243,564.04 6,425,701.18 2/15/2011 143,597.50 0.4717678x 67,744.68 6,493,445.86 8/15/2011 513.597.50 0.4591969x 235,842.37 6,729,288.23 2/15/2012 133,977.50 0.4469609x 59,882.71 6,789,170.94 8/15/2012 523,977.50 0.4350510x 227,956.96 7,017,127.90 2/15/2013 123,740.00 0.4234585x 52,398.75 7,069,526.65 8/15/2013 533,740.00 0.4121749x 219,994.21 7,289,520.86 2/15/2014 112,875.00 0.4011919x 45,284.53 7,334,805.39 8/15/2014 542,875.00 0.3905016x 211.993.53 7,546,798.92 2/15/2015 101,318.75 0.3800961x 38,510.86 7,585,309.78 8/15/2015 556,318.75 0.3699679x 205,820.08 7,791,129.86 2/15/2016 89,090.63 0.3601096x 32,082.39 7.823,212.26 8/15/2016 569,090.63 0.3505140x 199,474.21 8.022.686.47 2/15/2017 76,190.63 0.3411740x 25,994.26 8,048,680.73 8/15/2017 586.190.63 0.3320830x 194,663.93 8,243,344.66 2/15/2018 62,484.38 0.3232342x 20,197.09 8.263,541.75 8/15/2018 597.484.38 0.3146211x 187,981.21 8,451,522.96 2/15/2019 48,106.25 0.3062376x 14,731.94 8,466,254.90 8/15/2019 613,106.25 0.2980775x 182,753.17 8.649,008.07 2/15/2020 32,921.88 0.2901348x 9,551.78 8,658,559.85 8/15/2020 627,921.88 0.2824037x 177,327.49 8,835,887.34 2/15/2021 16,931.25 0.2748787x 4,654.04 8,840.541.38 8/15/2021 646,931.25 0.2675542x 173,089.15 9,013.630.53 TOTAL 16,333,523.79 - 9.013,630.53 - DERIVATION OF TARGET AMOUNT Par Amount of Bonds $9,220,000.00 Reoffering Premium or (Discount) (166.503.50) Accrued Interest from 02/15/1997 to 03/18/1997 42,064.69 Bond Insurance Premium ( 50.3 bp) (81,930.66) Original Issue Proceeds $9.013,630.53 1111/1 First Southwest Company FILL = SOUIHLAK-9/ ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM • Southlake Parks Development Corporation P Po Refunding and Improvement Sales Tax Revenue Bonds. Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund PRICING SUMMARY Maturity Type of Bond Coupon Yield Issuance Value Par Maturity Value Price Dollar Price 8/15/1997 SERIAL Coupon 3.500% 3.500X 345,000.00 100.000% 345,000.00 100.000% 345,000.00 8/15/1998 SERIAL Coupon 3.750% 3.750% 205,000.00 100.000% 205,000.00 100.000% 205,000.00 8/15/1999 SERIAL Coupon 4.000% 4.000X 215,000.00 100.000% 215,000.00 100.000% 215.000.00 8/15/2000 SERIAL Coupon 4.100% 4.150% 225,000.00 100.000% 225.000.00 99.839% 224.637.75 8/15/2001 SERIAL Coupon 4.200X 4.250% 230,000.00 100.000% 230,000.00 99.797% 229,533.10 8/15/2002 SERIAL Coupon 4.300% 4.350X 240,000.00 100.000% 240,000.00 99.757% 239,416.80 8/15/2003 SERIAL Coupon 4.400% 4.450% 250,000.00 100.000% 250,000.00 99.720% 249,300.00 8/15/2004 SERIAL Coupon 4.500% 4.550% 265,000.00 100.000% 265,000.00 99.684% 264,162.60 8/15/2005 SERIAL Coupon 4.600% 4.650% 275,000.00 100.000% 275,000.00 99.651X 274,040.25 8/15/2006 SERIAL Coupon 4.700% 4.750% 290,000.00 100.000% 290,000.00 99.620% 288,898.00 8/15/2007 SERIAL Coupon 4.800X 4.850% 305,000.00 100.000X 305,000.00 99.590% 303,749.50 8/15/2008 SERIAL Coupon 4.900% 5.000% 320,000.00 100.000% 320.000.00 99.134% 317,228.80 8/15/2009 SERIAL Coupon 5.000% 5.150% 335,000.00 100.000% 335,000.00 98.632% 330,417.20 8/15/2010 SERIAL Coupon 5.100% 5.250% 350,000.00 100.000% 350,000.00 98.564% 344,974.00 8/15/2011 SERIAL Coupon 5.200% 5.350% 370,000.00 100.000% 370,000.00 98.501% 364,453.70 8/15/2012 SERIAL Coupon 5.250% 5.400% 390,000.00 100.000X 390,000.00 98.439% 383,912.10 8/15/2013 SERIAL Coupon 5.300% 5.450% 410.000.00 100.000% 410,000.00 98.381% 403,362.10 8/15/2014 SERIAL Coupon 5.375% 5.500% 430,000.00 100.000% 430,000.00 98.605% 424,001.50 8/15/2017 TERM 1 Coupon 5.375% 5.600% 1,445,000.00 100.000% 1,445,000.00 97.278X 1,405.667.10 8/15/2021 TERM 2 Coupon 5.375% 5.650% 2,325,000.00 100.000% 2,325,000.00 96.376% 2.240,742.00 TOTAL - - 9.220,000.00 - 9,220,000.00 - 9,053,496.50 BID INFORMATION Par Amount of Bonds $9,220,000.00 S Reoffering Premium or (Discount) (166,503.50) $9 Gross Production ,053.496.50 Total Underwriter's Discount (0.775%) (71,455.00) Bid 8,982.041.50 Accrued Interest from 02/15/1997 to 03/18/1997 42,064.69 Total Purchase Price $9.024,106.19 Bond Year Dollars $136,225.00 Average Life 14.775 Years Average Coupon 5.2218930% Net Interest Cost (NIC) 5.3965735% True Interest Cost (TIC) 5.4599994X First Southwest Company FILE = SUUIHLAK-9/ ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM 111111 IIISouthlake Parks Development Corporation Refunding and Improvement Sales Tax RevenueoBonds. Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund ESCROW FUND CASHFLOW Date Principal Rate Interest Zero Coupon 3/18/1997 - - - (1,011.014.00) 4/16/1997 - - - - 8/15/1997 128,434.00 - 56,450.87 - 2/15/1998 13.768.00 - 68,117.39 - 8/15/1998 118,767.00 - 68,117.39 - 2/15/1999 10,618.00 - 68.117.39 - 8/15/1999 120.618.00 - 68,117.39 - 2/15/2000 7,317.00 - 68.117.39 - 8/15/2000 122,318.00 - 68,117.39 - 2/15/2001 3,867.00 - 68,117.39 - 8/15/2001 124.136.00 - 68,117.39 - 2/15/2002 - - 68,117.39 - 8/15/2002 125,267.00 4.7370000k 68.117.39 - 2/15/2003 - - 65.150.45 - 8/15/2003 128,969.00 6.1000000% 65,150.45 - 2/15/2004 - - 61,216.90 - 8/15/2004 1,994,036.00 6.1400000% 61,216.90 - TOTAL 2,898,115.00 - 990,359.47 (1,011,014.00) First Southwest Company FILE = SUUIRLAK-9/ ret +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM S S SSouthlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds. Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund ESCROW FUND CASHFLOW Date Reinvestment Receipts Disbursements Cash Balance 3/18/1997 - 0.42 - 0.42 4/16/1997 1,011,014.00 1,011,014.00 1,011,013.89 0.53 8/15/1997 - 184,884.87 184.885.00 0.40 2/15/1998 81,885.39 81,885.00 0.79 8/15/1998 - 186.884.39 186.885.00 0.18 2/15/1999 - 78,735.39 78,735.00 0.57 8/15/1999 - 188.735.39 188,735.00 0.96 2/15/2000 - 75.434.39 75.435.00 0.35 8/15/2000 - 190.435.39 190.435.00 0.74 2/15/2001 - 71.984.39 71,985.00 0.13 8/15/2001 - 192,253.39 191.985.00 268.52 2/15/2002 - 68,117.39 68,385.00 0.91 8/15/2002 - 193,384.39 193,385.00 0.30 2/15/2003 - 65.150.45 64,635.00 515.75 8/15/2003 - 194,119.45 194,635.00 0.20 2/15/2004 - 61.216.90 60.735.00 482.10 8/15/2004 - 2.055.252.90 2,055,735.00 - TOTAL 1,011,014.00 4,899,488.89 4.899.488.89 - INVESTMENT PARAMETERS Investment Model [PV, GIC, or Securities] Securities Default investment yield target Bond Yield S Cash Deposit 1,011,014.42 Cost of Restricted Investments 2.898.115.00 Total Cost of Investments $3,909.129.42 Target Cost of Investments at bond yield $3.909,099.49 Actual positive or (negative) arbitrage (29.93) Yield to Receipt 5.4751379X Yield for Arbitrage Purposes 5.4751736k first Southwest Company FILE = SOUFHLAK-9/ ref +IU- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM 0 • Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997 Scenario 4 Refund 1994 and 1994A / 25 Year Amort. / Surety Bond for Reserve Fund DEBT SERVICE TO MATURITY AND TO CALL Date Refunded Bonds D/S To Call Principal Coupon Interest Refunded D/S FISCAL TOTAL 3/18/1997 - - - - - - 4/16/1997 1,000,000.00 1,011,013.89 - - - - - 8/15/1997 100.000.00 184,885.00 110.000.00 6.000% 117,385.00 227,385.00 - 9/30/1997 227,385.00 2/15/1998 - 81,885.00 - - 156,135.00 156,135.00 - 8/15/1998 105,000.00 186.885.00 120,000.00 6.000% 156,135.00 276.135.00 - 9/30/1998 432.270.00 2/15/1999 - 78,735.00 - - 151,860.00 151,860.00 - 8/15/1999 110,000.00 188,735.00 125,000.00 6.000% 151,860.00 276,860.00 - 9/30/1999 428,720.00 2/15/2000 - 75.435.00 - - 147,435.00 147.435.00 8/15/2000 115,000.00 190,435.00 135,000.00 6.000% 147,435.00 282,435.00 - 9/30/2000 429,870.00 2/15/2001 - 71,985.00 - 142.485.00 142,485.00 8/15/2001 120,000.00 191,985.00 140,000.00 6.000X 142,485.00 282,485.00 - 9/30/2001 424,970.00 2/15/2002 - 68,385.00 - 137,385.00 137,385.00 - 8/15/2002 125,000.00 193,385.00 150,000.00 6.000% 137,385.00 287,385.00 9/30/2002 - - - - - 424,770.00 2/15/2003 - 64,635.00 - - 131,760.00 131,760.00 - 8/15/2003 130,000.00 194.635.00 155,000.00 6.000% 131.760.00 286.760.00 9/30/2003 - - - - 418,520.00 2/15/2004 - 60,735.00 - - 125,985.00 125,985.00 - 8/15/2004 1,995,000.00 2,055,735.00 165.000.00 6.000% 125,985.00 290,985.00 9/30/2004 - - - - - 416,970.00 2/15/2005 - - 119,685.00 119,685.00 - 8/15/2005 - 180,000.00 6.000% 119,685.00 299,685.00 9/30/2005 419,370.00 2/15/2006 - - - - 112,710.00 112.710.00 - 8/15/2006 - - 190,000.00 6.000% 112.710.00 302.710.00 - 9/30/2006 - - 415,420.00 2/15/2007 105.210.00 105.210.00 - 8/15/2007 - 205,000.00 6.000% 105,210.00 310,210.00 9/30/2007 - - - - - 415,420.00 2/15/2008 - - - - 97.035.00 97,035.00 8/15/2008 - - 225,000.00 6.000% 97,035.00 322.035.00 9/30/2008 - - - - - 419.070.00 2/15/2009 - - - - 87,810.00 87,810.00 8/15/2009 - - 235.000.00 6.000% 87,810.00 322,810.00 9/30/2009 - - 410,620.00 2/15/2010 - - - 78,060.00 78.060.00 8/15/2010 - - 260,000.00 6.000% 78.060.00 338,060.00 9/30/2010 416,120.00 2/15/2011 - - - 67,110.00 67,110.00 8/15/2011 280,000.00 6.100% 67,110.00 347,110.00 9/30/2011 - - - - - 414,220.00 2/15/2012 - - - 55,010.00 55,010.00 8/15/2012 - - 300,000.00 6.200% 55,010.00 355,010.00 9/30/2012 - - - - - 410,020.00 2/15/2013 41,750.00 41,750.00 8/15/2013 - - 330,000.00 6.250% 41,750.00 371,750.00 9/30/2013 413,500.00 2/15/2014 - - 26,843.75 26,843.75 8/15/2014 - - 355,000.00 6.250% 26,843.75 381.843.75 9/30/2014 - - - - - - 408,687.50 2/15/2015 10.500.00 10,500.00 - 8/15/2015 - - 140,000.00 - 10,500.00 150.500.00 - 9/30/2015 - - - - - - 161.000.00 TOTAL 3,800,000.00 4,899,488.89 3,800,000.00 - 3,706,922.50 7,506,922.50 - First Southwest Company FILE - SOUIHLAK-91 ret +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:07 PM S A • Southlake Parks Development Corporation Sales Tax Subordinated Lien Revenue Bonds Series 1994 DEBT SERVICE TO MATURITY AND TO CALL Date Refunded Bonds D/S To Call Principal Coupon Interest Refunded D/S FISCAL TOTAL 3/18/1997 - - - 4/16/1997 1,000,000.00 1,011,013.89 - - - - 8/15/1997 - 10.000.00 6.500% 32,500.00 42.500.00 - 9/30/1997 - - - - - - 42.500.00 2/15/1998 - - - 74,250.00 74.250.00 - 8/15/1998 - 15.000.00 6.500% 74,250.00 89,250.00 - 9/30/1998 - - - - - 163,500.00 2/15/1999 - - - - 73,125.00 73,125.00 - 8/15/1999 - - 15,000.00 6.500% 73.125.00 88.125.00 - 9/30/1999 - - - - - 161,250.00 2/15/2000 - - - 72.000.00 72,000.00 8/15/2000 - - 20,000.00 6.500% 72,000.00 92,000.00 9/30/2000 - - - - - 164,000.00 2/15/2001 - - - - 70,500.00 70.500.00 - 8/15/2001 - - 20,000.00 6.500% 70,500.00 90.500.00 9/30/2001 - - - - 161,000.00 2/15/2002 - - - - 69.000.00 69.000.00 8/15/2002 25,000.00 6.500% 69,000.00 94.000.00 - 9/30/2002 - - - 163.000.00 2/15/2003 - - - - 67,125.00 67,125.00 8/15/2003 25,000.00 6.500% 67,125.00 92,125.00 - 9/30/2003 - - - - - 159,250.00 2/15/2004 - - 65.250.00 65,250.00 - 8/15/2004 30,000.00 6.500% 65.250.00 95,250.00 9/30/2004 - - - - - 160,500.00 2/15/2005 - - - 63.000.00 63.000.00 8/15/2005 - - 35,000.00 6.500% 63,000.00 98,000.00 - • -9/30/2005 - _ _ - 161,000.00 2/15/2006 60.375.00 60.375.00 8/15/2006 40,000.00 6.500% 60.375.00 100,375.00 9/30/2006 - - - - - 160.750.00 2/15/2007 - - - - 57,375.00 57,375.00 8/15/2007 - - 45,000.00 6.500% 57,375.00 102,375.00 9/30/2007 159,750.00 2/15/2008 - - - - 54,000.00 54,000.00 - 8/15/2008 - 55,000.00 6.500% 54.000.00 109,000.00 - 9/30/2008 - - - 163,000.00 2/15/2009 - 49,875.00 49,875.00 8/15/2009 - - 60,000.00 6.500% 49,875.00 109.875.00 . 9/30/2009 - - - - 159,750.00 2/15/2010 - - - - 45,375.00 45.375.00 - 8/15/2010 - - 70,000.00 6.500% 45,375.00 115,375.00 - 9/30/2010 - - - - - - 160,750.00 2/15/2011 - - - 40,125.00 40,125.00 - 8/15/2011 - - 80,000.00 6.500% 40,125.00 120,125.00 - 9/30/2011 - - - - - 160,250.00 2/15/2012 - - - 34,125.00 34,125.00 - 8/15/2012 - - 90,000.00 6.500% 34,125.00 124,125.00 - 9/30/2012 - - - - - - 158,250.00 2/15/2013 - - - - 27,375.00 27,375.00 - 8/15/2013 - - 105,000.00 6.500% 27,375.00 132,375.00 - 9/30/2013 - - - - - 159,750.00 2/15/2014 - - - - 19,500.00 19,500.00 - 8/15/2014 - - 120.000.00 6.500% 19,500.00 139,500.00 - 9/30/2014 - - - - - 159,000.00 2/15/2015 - - - - 10.500.00 10.500.00 - 8/15/2015 - 140,000.00 6.500% 10,500.00 150,500.00 . 9/30/2015 - - - - - - 161.000.00 TOTAL 1,000,000.00 1,011,013.89 1.000.000.00 - 1,938,250.00 2,938,250.00 - First Southwest Company FILE = SUUIHLAK-9/ ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:08 PM 0 a • Southlake Parks Development Corporation Po Sales Tax Revenue Bonds Series 1994 DEBT SERVICE TO MATURITY AND TO CALL Date Refunded Bonds D/S To Call Principal Coupon Interest Refunded D/S FISCAL TOTAL 3/18/1997 - - - - - 8/15/1997 100,000.00 184,885.00 100,000.00 6.000X 84.885.00 184,885.00 - 9/30/1997 - - - - - - 184.885.00 2/15/1998 - 81,885.00 - - 81.885.00 81.885.00 - 8/15/1998 105,000.00 186,885.00 105.000.00 6.000% 81.885.00 186.885.00 - 9/30/1998 - - - - - - 268,770.00 2/15/1999 78.735.00 - - 78,735.00 78.735.00 8/15/1999 110.000.00 188,735.00 110,000.00 6.000% 78,735.00 188,735.00 9/30/1999 - - - - - 267.470.00 2/15/2000 - 75,435.00 - 75,435.00 75.435.00 8/15/2000 115,000.00 190,435.00 115,000.00 6.000X 75,435.00 190,435.00 9/30/2000 - - - - - 265,870.00 2/15/2001 71.985.00 - - 71,985.00 71,985.00 8/15/2001 120.000.00 191,985.00 120,000.00 6.000X 71,985.00 191,985.00 9/30/2001 263,970.00 2/15/2002 - 68,385.00 - 68.385.00 68,385.00 8/15/2002 125,000.00 193,385.00 125.000.00 6.000% 68.385.00 193.385.00 9/30/2002 261,770.00 2/15/2003 - 64.635.00 - 64,635.00 64,635.00 8/15/2003 130.000.00 194,635.00 130,000.00 6.000% 64,635.00 194,635.00 9/30/2003 259,270.00 2/15/2004 - 60.735.00 - - 60,735.00 60,735.00 8/15/2004 1.995.000.00 2.055.735.00 135.000.00 6.000% 60,735.00 195,735.00 9/30/2004 - - - 256.470.00 2/15/2005 - - - 56,685.00 56,685.00 8/15/2005 - - 145,000.00 6.000% 56,685.00 201,685.00 9/30/2005 - - - - - - 258.370.00 S 2/15/2006 52,335.00 52,335.00 8/15/2006 150,000.00 6.000X 52,335.00 202,335.00 9/30/2006 - 254,670.00 2/15/2007 - - - - 47,835.00 47,835.00 8/15/2007 - - 160,000.00 6.000X 47,835.00 207,835.00 9/30/2007 - - - - - - 255,670.00 2/15/2008 - - - - 43,035.00 43.035.00 8/15/2008 - - 170,000.00 6.000X 43.035.00 213,035.00 9/30/2008 - - - - - - 256,070.00 '/15/2009 - - - 37,935.00 37.935.00 - d/15/2009 - 175,000.00 6.000% 37,935.00 212,935.00 - 9/30/2009 - - - - 250,870.00 2/15/2010 - - - - 32,685.00 32.685.00 - 8/15/2010 - - 190,000.00 6.000% 32,685.00 222.685.00 - 9/30/2010 - - - - 255.370.00 2/15/2011 - - - 26,985.00 26.985.00 - 8/15/2011 - - 200,000.00 6.100% 26,985.00 226,985.00 - 9/30/2011 - - - - - - 253,970.00 2/15/2012 - - - - 20,885.00 20,885.00 8/15/2012 - - 210,000.00 6.200% 20.885.00 230,885.00 9/30/2012 - - - - - - 251.770.00 2/15/2013 - - - - 14,375.00 14,375.00 - 8/15/2013 - - 225.000.00 6.250% 14,375.00 239,375.00 - 9/30/2013 - - - - 253.750.00 2/15/2014 - - - 7,343.75 7,343.75 - 8/15/2014 - - 235,000.00 6.250% 7,343.75 242.343.75 - 9/30/2014 - - - - - - 249.687.50 TOTAL 2,800,000.00 3.888.475.00 2,800,000.00 - 1,768,672.50 4,568,672.50 - First Southwest Company FILE = SUUIHLAK-9/ ref +10- SINGLE PURPOSE Public Finance Department 2/18/1997 5:08 PM S SPDC RESOLUTION 97-02 A RESOLUTION providing for the redemption of certain outstanding bonds of the Corporation; and resolving other matters incident and related to the redemption of such bonds. WHEREAS, pursuant to resolutions passed and adopted by the Board of Directors of the Southlake Parks Development Corporation, the following described bonds were duly authorized to be issued and are currently outstanding, to wit: (1) Southlake Parks Development Corporation Sales Tax Revenue Bonds, Series 1994 , dated May 1, 1994 , maturing on August 15 in each of the years 2005 through 2014 , and aggregating in principal amount $1, 860, 000; and (2) Southlake Parks Development Corporation Sales Tax Subordinate Lien Revenue Bonds, Series 1994 , dated November 15, 1994 , maturing on August 15 in each of the years 1997 through 2015, and aggregating in principal amount $1, 000, 000; AND WHEREAS, the above identified bonds were authorized, issued, sold and delivered subject to the right and authority of the Corporation to redeem the same prior to maturity, as provided in the respective authorizing resolutions and in said bonds; and WHEREAS, in connection with the refunding of the above described bonds, the Board of Directors hereby finds and determines that bonds of the respective series should be redeemed prior to their maturities on the dates and in the manner hereinafter provided and in accordance with the requirements prescribed therefor and notice of redemption of such bonds should be approved and authorized to be given at this time by the Board; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHLAKE PARKS DEVELOPMENT CORPORATION: SECTION 1: The bonds of that series known as "Southlake Parks Development Corporation Sales Tax Revenue Bonds, Series 1994" , dated May 1, 1994 , maturing in the years 2005 through 2014 , and aggregating in principal amount $1, 860, 000, shall be redeemed and the same are hereby called for redemption on August 15, 2004 , at the price of par and accrued interest to the date of redemption. The Secretary of the Board of Directors is hereby authorized and directed to file a copy of this resolution, together with a suggested form of notice of redemption to be sent to bondholders, with Texas Commerce Bank, National Association, Dallas, Texas, in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of 0401888 redemption being attached hereto as Exhibit A and incorporated herein by reference as a part of this resolution for all purposes. SECTION 2 : The bonds of that series known as "Southlake Parks Development Corporation Sales Tax Subordinate Lien Revenue Bonds, Series 1994" , dated November 15 , 1994 , maturing in the years 1997 through 2015 , and aggregating in principal amount $1, 000 , 000 , shall be redeemed and the same are hereby called for redemption on , 1997 at the price of par and accrued interest to the date of redemption. The Secretary of the Board of Directors is hereby authorized and directed to file a copy of this resolution, together with a suggested form of notice of redemption to be sent to bondholders, with Texas Commerce Bank, National Association, Dallas, Texas, in accordance with the redemption provisions applicable to such bonds; such suggested form of notice of redemption being attached hereto as Exhibit B and incorporated herein by reference as a part of this resolution for all purposes. SECTION 3 : The redemption of the bonds described above being associated with the refunding of such bonds, the approval, authorization and arrangements herein given and provided for the redemption of such obligations on the redemption dates designated therefor and in the manner provided shall be irrevocable upon the issuance and delivery of the "Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997" , dated February 15, 1997 ; and the Secretary of the Board of Directors is hereby authorized and directed to make all arrangements necessary to notify the holders of such bonds of the Corporation' s decision to redeem such bonds on the dates and in the manner herein provided and in accordance with the resolutions authorizing the issuance of the obligations. PASSED AND ADOPTED, this February 18 , 1997 . SOUTHLAKE PARKS DEVELOPMENT CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors (Corporation Seal) 0401868 -2- EXHIBIT A NOTICE OF REDEMPTION SOUTHLAKE PARKS DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS SERIES 1994 DATED MAY 1, 1994 NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after August 15, 2005 and aggregating in principal amount $1, 860, 000 have been called for redemption on August 15, 2004 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Principal Amount Maturity Outstanding 2005 $145, 000 2006 150, 000 2007 160, 000 2008 170, 000 2009 175, 000 2010 190, 000 2011 200, 000 2012 210, 000 2013 225, 000 2014 235, 000 ALL SUCH BONDS shall become due and payable on August 15, 2004 , and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to Texas Commerce Bank National Association, Dallas, Texas. THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to a resolution by the Board of Directors of the Southlake Parks Development Corporation. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas Address: P. O. Box 660197 Dallas, Texas 75266-0197 0401888 EXHIBIT B NOTICE OF REDEMPTION SOUTHLAKE PARKS DEVELOPMENT CORPORATION SALES TAX SUBORDINATE LIEN REVENUE BONDS SERIES 1994 DATED NOVEMBER 15, 1994 NOTICE IS HEREBY GIVEN that all bonds of the above series and aggregating in principal amount $1, 000, 000 have been called for redemption on , 1997 at the redemption price of par and accrued interest to the date of redemption, such bonds being identified as follows: Year of Principal Amount Maturity Outstanding 1997 $ 10, 000 1998 15, 000 1999 15, 000 2000 20, 000 2001 20, 000 2002 25, 000 2003 25 , 000 2004 30, 000 2005 35, 000 2006 40, 000 2007 45, 000 2008 55, 000 2009 60, 000 2010 70, 000 2011 80 , 000 2012 90, 000 2013 105, 000 2014 120, 000 2015 145, 000 ALL SUCH BONDS shall become due and payable on August 15, 2004 , and interest thereon shall cease to accrue from and after said redemption date and payment of the redemption price of said bonds shall be paid to the registered owners of the bonds only upon presentation and surrender of such bonds to Texas Commerce Bank National Association, Dallas, Texas. THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the redemption of said bonds and pursuant to a resolution by the Board of Directors of the Southlake Parks Development Corporation. TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas Address: P. O. Box 660197 Dallas, Texas 75266-0197 0401888 --- City of Southlake,Texas SOU'THLAKE PARKS DEVELOPMENT CORPORATION Tuesday, February 18, 1997 6:00 p.m. LOCATION: City Hall, Council Chambers 667 North Carroll Avenue * Southlake, Texas AGENDA: 1. Call to order. 2. Consider: Public Hearing: Projects to be undertaken by the corporation for 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, and paying maintenance and operating costs of said municipal park facilities. 3. Consider: SPDC Resolution No. 97-01, Authorize the Issuance of "Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997." 4. Consider: SPDC Resolution No. 97-02, Providing for the Redemption of Certain Outstanding Bonds of the Corporation. 5. Adjournment CERTIFICATE I hereby certify that the above agenda was posted on the Official Bulletin Boards at City Hall, 667 North Carroll Avenue, and 1725 E. Southlake Boulevard, Southlake,Texas, on Friday, February 14, 1997 at 6:00 .m. pursuant to the Texas Government Code, Chapter 551. tt 76/1/4t4s op* LAtir Sandra L. LeGrand 4. t City Secretary iD If you plan to attend this meeting and have a disabilikth uire ecieneeds,please advise the City Secretary 48 hours in advance at 481-5581, extension %04, and re blew gt7n#'lions will be made to assist you. D.•IWP-FILESSPDC',AGEVDAS9"-'-13.WPD r City of Southlake, Texas MEMORANDUM February 14, 1997 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: SPDC Resolution 97-01, Authorizing the Issuance of "Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997." SPDC Resolution 97-02, Providing for the Redemption of Certain Outstanding Bonds of the Corporation. In December, the SPDC Board approved Resolution 96-01 to set a February 18 public hearing date for the expenditure of corporation funds. The public hearing is required as a part of the issuance of the bonds and expenditure of funds. Resolutions 97-01 and 97-02 will complete the legal requirements necessary for SPDC to receive proceeds from the sales tax revenue bonds. The City Council will consider a resolution at their meeting the same evening, which will approve the issuance of the bonds and a financing/use agreement with the SPDC. After review by the Texas Attorney General, bond proceeds will be received around March 18. SPDC currently has two bond issues outstanding totaling $3.45 million and had anticipated refunding, or calling, the 1994 $1 million issue due to its August 1997 interest rate escalation. The $8.97 million 1997 bonds as proposed will reduce the required debt service coverage ratio from the current 1.5 times to 1.4. In order for the bonds already outstanding to have this reduced coverage ratio, both outstanding bond issues will be refunded. The bonds will be issued at a level debt service over a twenty five year period. The SPDC will receive approximately $5 million in new funds for projects. The remainder of the $8.97 million issue will be used to establish an escrow fund to retire the refunded debt, and to pay for costs of issuance. On Wednesday, February 11 David Yelton, SPDC President, participated in the bond rating presentation held at the Marriott Solana. At that meeting, Standard and Poor's; Moody's Investors Service and AMBAC representatives discussed Southlake's long range planning efforts for commercial and residential development and for parks. In previous discussions with the SPDC Board, First Southwest Company's Jim Sabonis had proposed the concept of a bond insurance company providing a surety bond in lieu of dedicating a portion of bond proceeds for a debt service reserve fund. This concept was discussed with AMBAC Indemnity Corp.,a bond insurance company, at the February 11 meeting. It is likely that SPDC will be successful in getting the surety bond, and can proceed with plans for the funds. SPDC Items #3 and #4 S RESOLUTION NO. 97-01 A RESOLUTION authorizing the issuance of "SOUTHLAKE PARKS DEVELOPMENT CORPORATION REFUNDING AND IMPROVEMENT SALES TAX REVENUE BONDS, SERIES 1997" ; 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, a Financing/Use Agreement with the City, and a Special Escrow Agreement, and resolving other matters incident and related to the issuance and sale of the Bonds. WHEREAS, the Southlake Parks Development Corporation (the "Corporation") , a non-profit corporation duly organized and exising under the laws of the State of Texas, including Vernon's Ann.Civ. St. , Section 4B of Article 5190. 6, as amended, has heretofore issued, sold, and delivered, and there is currently outstanding, obligations totalling in principal amount $3 , 800, 000 (collectively, the "Refunded Obligations") more particularly described as follows: S (1) Southlake Parks Development Corporation Sales Tax Revenue Bonds, Series 1994, dated May 1, 1994 , maturing on August 15 in each of the years 1997 through 2014, and aggregating in principal amount $2 , 800, 000 (2) Southlake Parks Development Corporation Sales Tax Subordinate Lien Revenue Bonds, Series 1994 , dated November 15, 1994, maturing on August 15 in each of the years 1997 through 2015, and aggregating in principal amount $1, 000, 000 AND WHEREAS, the Board of Directors of the Corporation hereby finds and determines that refunding bonds should be issued in accordance with the provisions of Vernon's Ann.Civ St. , Article 5190. 6 at this time to refund the Refunded Obligations to .provide one class of obligations equally and ratably secured by the "Pledged Revenues" (hereinafter defined) and eliminate certain covenants contained in the resolutions authorizing the issuance of such Refunded Obligations and further provide gross dollar savings of approximately $ and present value savings of approximately $ ; and 1111 0401623 t , WHEREAS, in addition to the sales tax revenue bonds being 4111 issued for refunding purposes, the Board of Directors of the Corporation further finds and determines that $ 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 , 1997 , 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 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 1111 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 $ to be designated and bear the title "SOUTHLAKE PARKS DEVELOPMENT CORPORATION REFUNDING AND IMPROVEMENT SALES TAX REVENUE BONDS, SERIES 1997" , hereinafter referred to as the "Bonds" to provide funds (1) in the amount of $ 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, and (2) for the discharge and final payment of certain outstanding obligations of the Corporation (identified in the preamble hereof and referred to as the "Refunded Obligations") and to pay costs of issuance, in conformity with the Constitution and laws of the State of Texas, including Vernon's Ann. Civ. Stat. , Article 5190 . 6 . 0 0401623 -2- II/1 SECTION 2 . Fully Registered Obligations - Authorized Denominations - Stated Maturities - Date. The Bonds shall be d as fully registered obligations, without coupons, shall be dated February 15, 1997 (the "Issue Date") and shall be in denominations of $5 , 000 or any integral multiple thereof (within a Stated Maturity) , shall be numbered consecutively from One (1) 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 1997 $ , 000 _ % 1998 , 000 1999 , 000 % 2000 , 000 % 2001 , 000 2002 , 000 2003 , 000 % 2004 , 000 % 2005 , 000 2006 , 000 % 2007 , 000 % 2008 , 000 % S 2009 , 000 % 2010 , 000 % 2011 , 000 % 2012 , 000 % 2013 , 000 % 2014 , 000 2015 , 000 % 2016 , 000 % 2017 , 000 2018 , 000 % 2019 , 000 % 2020 , 000 % 2021 , 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, 1997 . 11/1 - - 0401623 3 , , • SECTION 3 . Terms of Payment - Paying 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 the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Texas Commerce Bank National Association, Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, exchange_ and transfer of the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the Corporation by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement" , substantially in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar and the Corporation may prescribe. The President 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 S 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 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 S -4- 0401623 , 1111 institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a non-payment of interest on one or more maturities on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment for such maturity or maturities (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder of such maturity or maturities appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4 . Redemption. (a) Optional Redemption. The Bonds maturing on and after August 15, 2007 shall be subject to redemption prior to maturity, at the option of the Corporation, in S 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, 2006 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. S -5- 0401623 • (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the Corporation and at the Corporation' s expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall ( i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, ( iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer 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 S 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 Resolution. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of a Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more S6 0401623 S 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 S 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. 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 1110 r7 0401623 'I 1111 purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the Corporation, the Paying Agent/Registrar and DTC (the "Depository Agreement") relating to the Bonds. 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, S 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 • 0401623 -8- , S 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. 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 twenty-five (25) 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, S 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. S (� 0401623 -9- S The Bonds, including the Initial Bond (s) , shall be typewritten, printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof . B. Form of Bond. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS SOUTHLAKE PARKS DEVELOPMENT CORPORATION SALES TAX REVENUE BOND, SERIES 1997 Issue Date: Interest Rate: Stated Maturity: CUSIP NO: February 15, 1997 Registered Owner: Principal Amount: DOLLARS The Southlake Parks Development Corporation (hereinafter referred to as the "Corporation") , a non-profit industrial S 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, 1997 . Principal of this Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the resolution hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date" , which is the last business day of the month next preceding each interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent S -1O' 0401623 S 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. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the "Bonds") to provide funds (1) in the amount of $ 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, and (2) for the discharge and final payment of certain outstanding obligations of the Corporation (identified in the preamble hereof and referred to as the "Refunded Obligations") and to pay costs of issuance, in conformity with the Constitution and laws of the State of Texas, including the Act, and pursuant to a Resolution adopted by the governing body of the Corporation (herein referred to as the "Resolution") . The Bonds maturing on and after August 15, 2007 may be S 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, 2006 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. 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 S 0401623 -1 1 S & 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 are payable solely from and equally and ratably secured by a pledge of the "Pledged Revenues" - (as defined in the Resolution) received by the Corporation, including the receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the Act and an election held in the City. The Bonds do not constitute a legal or equitable, pledge, charge, lien or encumbrance upon any property of the Corporation or the City of Southlake, Texas (the "City") except with respect to the "Pledged Revenues" . This Bond may not be paid in whole or in part from any property taxes raised or to be raised by the City and is not a debt of and does not give rise to a claim for payment against the City, except as to the sales and use tax revenues held by the City and S required under the Act to be paid over to the Corporation. Neither the State of Texas, the City or any political corporation, subdivision or agency of the State of Texas shall be obligated to pay this Bond or the interest hereon and neither the faith and credit nor the taxing power of the State, the City or any other political corporation, subdivision or agency thereof is pledged to the payment of the principal of and interest on this Bond except as noted above. Subject to satisfying the terms and conditions prescribed therefor, the Corporation has reserved the right to issue additional revenue obligations payable, in whole or in part, from the "Pledged Revenues" and equally and ratably secured in like manner and effect as the Bonds. 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 1110 0401623 -1 2- S be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms and provisions upon which the encumbrances, pledges, charges and covenants made therein may be discharged; and for the other terms and provisions contained therein. Capitalized terms used herein have the same meanings assigned in the Resolution. This Bond, subject to certain limitations contained in the Resolution, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the registered owner hereof whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of S principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of non-payment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and covenanted that the Corporation is a non-profit industrial development corporation duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas, including the Act; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the S 0401623 -13- S 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 t_ he official seal of the Corporation as of the Issue Date. SOUTHLAKE PARKS DEVELOPMENT CORPORATION ATTEST: President, Board of Directors 1111 Secretary, Board of Directors (SEAL) S 0401823 -14- C. *Form of Registration Certificate of Comptroller of Public 1110 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 Agent/Registrar to Appear on definitive Bonds. SREGISTRATION 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. Texas Commerce Bank National Association, as Paying Agent/Registrar Registration date: By Authorized Signature 1110 0401623 -15- S E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells , assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee: ) (Social Security or other identifying number: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this Signature guaranteed: assignment must 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 S 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: 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 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) . 1110 0401623 -1 6- S (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 , 1997 . Principal installments of this Bond are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by Texas Commerce Bank National Association, Dallas, Texas (the "Paying Agent/Registrar") , upon its presentation and surrender, at its designated offices in Dallas, Texas (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 1111 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 Bonds, are equally and ratably secured by a parity pledge of and claim on the Pledged Revenues under the terms of this Resolution and a Supplemental Resolution. "Average Annual Debt Service" - That amount which, at the time of computation, is derived by dividing the total amount of Debt Service to be paid over a period of 1110 -17- 0401623 S years as the same is scheduled to become due and payable by the number of years taken into account in determining the total Debt Service. Capitalized interest payments provided from proceeds or borrowings of the Corporation shall be excluded in making the aforementioned computation. "Board" - The Board of Directors of the Corporation. "Bonds" - The "Southlake Parks Development Corporation Sales Tax Revenue Bonds, Series 1997" , dated February 15, 1997 , 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 Sin such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear, or would have borne, interest at the maximum legal per annum rate applicable to such obligations, and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to maturity, the principal amounts thereof will be redeemed prior to maturity in accordance with the mandatory redemption provisions applicable thereto. "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. 1111 0401623 -18- S "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 S 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" - Collectively, the Bonds and Additional Obligations. "Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from 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. 1111 0401623 -19- S "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 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 S agrees that the Pledged Revenues, with the exception of those in excess of the amounts required for the payment and security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of the Bonds and Additional Obligations, if issued, including the establishment and maintenance of the special funds created and established in this Resolution and any Supplemental Resolution, all as hereinafter provided. The Corporation hereby resolves the Parity Obligations shall constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and any Supplemental Resolution, which lien shall be valid and binding 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 Pledged Revenues deposited to the 1110 0401623 -20- IIIcredit of the Pledged Revenue Fund. All Pledged Revenues deposited to the credit of the Pledged Revenue Fund shall be appropriated and expended to the extent required by this Resolution and any Supplemental Resolution for the following uses and in the order of priority shown: First: To the payment of the amounts required to be deposited in the Bond Fund for the payment of Debt Service on the Parity Obligations as the same becomes due and payable; Second: To the payment of the amounts required to be deposited in 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 S on the Pledged Revenues subordinate to the lien created herein on behalf of the Parity Obligations. Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other lawful purpose now or hereafter permitted by law. SECTION 13 . Bond Fund. For the purpose of providing funds to pay the principal of and interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and special account or fund on the books and records of the Corporation known as the "Southlake 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. 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 S -21- 0401623 S 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. 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 S Parity Obligations so that such series of Parity Obligations is no longer deemed to be "Outstanding" as such term is defined herein. The total amount to be accumulated and maintained in the Reserve Fund by reason of the issuance of the Bonds shall be $ (the "Required Reserve") . The Required Reserve shall be established and maintained with Pledged Revenues, the proceeds of sale of Parity Obligations or by depositing to the credit of the Reserve Fund one or more surety bonds issued by a company or institution having a rating in the highest rating category by two nationally recognized rating agencies or services, or any combination thereof. The Corporation hereby covenants and agrees the Required Reserve shall be initially funded in full on the date of the delivery of the Bonds with surety bond coverage provided by a surety bond issued by AMBAC Indemnity Corporation as provided below. 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 S 0401623 -22- 1111 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. Should the Reserve Fund at any time contain less than the Required Reserve (or so much thereof 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 1111 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. S -23- 0401623 • S (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 a surety bond issued by AMBAC Indemnity Corporation, a Wisconsin domiciled stock insurance company (hereinafter referred to as "AMBAC" ) with surety bond coverage in the maximum amount of $ (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; (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 S 0401623 -24- S 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 S 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, make available to AMBAC all records relating to the funds and accounts maintained under this Resolution. S 0401623 -25- S (C) the Paying Agent/Registrar, if appropriate, shall , upon receipt of 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 S 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 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 S 0401823 -26- • . . SAgent/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 . (a) 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 , Vernon'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 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 and investments of the Reserve Fund shall, subject to the limitations provided in Section 14 hereof, be credited to S 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 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 S 0401623 -27- • S 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 Average Annual Debt Service for all Parity Obligations then Outstanding and after giving effect to the issuance of the Additional Obligations then being issued. Additionally, for the purpose of providing this certificate or opinion, if the Corporation shall not have received Gross Sales Tax Revenues for a full 12 month period, one-half of the amount of sales tax revenues actually received by the City under Chapter 321, TEX.TAX CODE, may be used for the months during which the Corporation did not receive Gross S Sales Tax Revenues. (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 1111 6401623 -28- S 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. (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 S 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 Corporation agrees to use its best efforts to cause the City to comply with 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 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 S 0401623 -29- S 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 S 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. S 0401623 -30- S (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. (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 1111 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 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 III 0401623 -31- S 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 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 S 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 • 0401&23 -32- S interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds or Parity Obligations, as the case may be, required to be held for consent to any such amendment, addition, or rescission. SECTION 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 S mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds. SECTION 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. S 0401823 -33- S "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. S "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 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 S 0401623 -34- IIIagreement 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 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, 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 1110 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. S 0401623 -35- 1111 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 • 0401623 -35- 1111 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 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 S 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 S 0401623 -36- S 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. (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 S 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. (k) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the Corporation reasonably 1111 0401623 -37- S expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued and (2) not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. ( 1) Qualified Advance Refunding. The Bonds are issued exclusively to refund the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of the Refunded Obligations. The Corporation represents as follows: (a) The Bonds are the first advance refunding of the Refunded Obligations, within the meaning of section 149 (d) (3) of the Code. The Bonds are a current refunding of the Series 1994 Refunded Obligations, _dated November 15, 1994 , as payment for such Refunded Obligations will occur within ninety (90) days after the issuance of the Bonds. (b) The Refunded Obligations are being called for redemption, and will be redeemed not later than the earliest date on which such bonds may be redeemed. (c) The initial temporary period under section 148 (c) of the Code will end: (i) with respect to the proceeds of the Bonds not later than 30 days after the S date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the Closing Date if not ended prior thereto. (d) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Refunded Obligations. (e) The Bonds are being issued for the purposes stated in the preamble of this Resolution. There is a present value savings associated with the refunding. In the issuance of the Bonds the Corporation has neither: (i) overburdened the tax-exempt bond market by issuing more bonds, issuing bonds earlier or allowing bonds to remain outstanding longer than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) employed on "abusive arbitrage device" within the meaning of Section 1. 148-10 (a) of the Regulations; nor (iii) employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149 (d) (4) of the Code, apart from savings attributable to lower interest rates and reduced debt service payments in early years. • 0401623 -38- S 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 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 S Bonds previously certified or registered and delivered which the Corporation may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the Corporation. SECTION 30. Sale of Bonds - Official Statement Approval. The Bonds authorized by this Resolution are hereby sold by the Corporation to BA Securities, Inc. and Estrada Hinojosa & Company, Inc. (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated February 18, 1997 , 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 1111 0401623 -39- Bonds is hereby ratified, confirmed and approved in all respects . 1111 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 February 18 , 1997 , 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. Special Escrow Agreement Approval and Execution. The "Special Escrow Agreement" (the "Agreement") by and between the Corporation and Texas Commerce Bank National Association, Dallas, Texas (the "Escrow Agent") , 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 S necessary to accomplish the refunding or benefit the Corporation, is hereby authorized to be executed by the President and Secretary of the Board of Directors for and on behalf of the Corporation and as the act and deed of this Board of Directors; and such Agreement as executed by said officials shall be deemed approved by the Board of Directors and constitute the Agreement herein approved. Furthermore, appropriate officials of the Corporation in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 1997 SOUTHLAKE PARKS DEVELOPMENT CORPORATION REFUNDING BOND ESCROW FUND" (the "Escrow Fund") ; all as contemplated and provided in Act, this Resolution and the Agreement. SECTION 32 . Approval and Execution of Financing/Use Agreement with the City. The "Financing/Use Agreement" (the "Agreement") by and between the Corporation and the City, attached hereto as Exhibit E 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 1110 -40- 0401623 • 1111 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 33 . 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, amounts to be deposited to the reserve fund and the amounts to be deposited to the credit of the construction fund) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed and deposited for payment of costs of issuance, deposited in the Bond Fund, deposited in the Reserve Fund and deposited in the construction fund, all in accordance with written instructions from the Corporation. 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, S including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Bond Fund. Additionally, on or immediately prior to the date of the delivery of the Bonds to the Purchasers, the Treasurer of the Corporation shall cause to be transferred in immediately available funds to the Escrow Agent from moneys on deposit in the interest and sinking funds maintained for the payment of the Refunded Obligations the sum of $ to accomplish the refunding. SECTION 34 . Legal Opinion. The obligation of the Purchasers to accept delivery 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 35 . CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, 1110 0401623 - 4 1- , • S 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 36 . 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 Sinitial exchange thereof for definitive Bonds. SECTION 37 . 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 38 . 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 39 . Governing Law. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 40. Severability. If any provision of this Resolution or the application thereof to any circumstance shall be III 0401623 -42- 1111 held to be invalid, the remainder of this Resolution and the application thereof to other circumstances shall nevertheless be valid, and the Board hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 41 . 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 42 . 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 S 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. (b) Annual Reports. The Corporation shall provide annually to any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 1996) 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, being the information described in Exhibit F hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit F 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 any SID with the financial information and operating data and will file the annual audit report when and if the same becomes available. 1111 -43- 0401623 S If the Corporation changes its fiscal year, it will notify 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 document ( including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to 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; 1110 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. (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. " S 0.401623 -44- S 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 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 S 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 S 0401623 -45- • beneficial owners of the Bonds. The provisions of this Section may 1111 also be amended from time to time or repealed by the Corporation if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the Corporation' s right to do so would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the Corporation so amends the provisions of this Section, it shall include with any amended financial information or operating data 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 43 . 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 S 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 under this Resolution at the Holder' s 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. III 0401623 -46- (c) Notices to be Given to AMBAC. While the 1111 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 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 • 0401623 -47- S 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 S 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 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 • 0401623 -48- 1110 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 . (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 S 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 44 . 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. 4111 0401623 -49- 1110 SECTION 45 . Effective Date. This Resolution shall be in force and effect from and after its passage on the date shown below. PASSED AND ADOPTED, this February 18 , 1997 . SOUTHLAKE PARKS DEVELOPMENT CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors (Corporation Seal) S S -50- 0401623 EXHIBIT A AGENT/REGISTRAR AGREEMENT SPAYING THIS AGREEMENT entered into as of February 18 , 1997 (this "Agreement") , by and between the Southlake Parks Development Corporation (the "Issuer" ) , and Texas Commerce Bank 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 Refunding and Improvement Sales Tax Revenue Bonds, Series 1997" (the "Securities") in the aggregate principal amount of $ which Securities are scheduled to be delivered to the initial purchasers on or about March 18 , 1997 ; 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; 1111 NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1. 01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any) , and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the "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. 4111 0401817 Section 1. 02 . Compensation. As compensation for the Bank's 1111 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 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 1111 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 11 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. "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. S0401817 -2- EXHIBIT A "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 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 1111 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. 4111 0401817 41- EXHIBIT A ARTICLE THREE • PAYING AGENT Section 3 . 01. Duties of Paying 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. 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 • 0401817 -4- EXH T A executed by the Holder thereof or his agent duly authorized in 1111 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 for which it serves as registrar, or • that is maintained for its own securities. Section 4 . 03 . Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4 . 04 . List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. 1111 0401817 -5- EXHIBIT A The Bank will not release or disclose the contents of the 1111 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 Securi- ties. 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. 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 S 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. 1111 -6- 0401817 EXHIBIT A ARTICLE FIVE 4111 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 or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. S0401817 -f- 4 1111 Section 5 . 03 . Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness . The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5 . 04 . May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5. 05 . Moneys Held by Bank - "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. S 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 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 III 0401817 -8- liability in connection with the exercise or performance of any of 1111 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 S of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6. 01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. 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 11. Section 6 . 04 . Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. • 0401817 -9- EXHIBIT A Section 6 . 05 . Successors and Assigns. All covenants and 1111 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 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. 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. 1111 0401817 -i o- j Section 6 . 11. Governing Law. This Agreement shall be 1111 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. TEXAS COMMERCE BANK NATIONAL ASSOCIATION BY Title: [SEAL] 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 1111 SOUTHLAKE PARKS DEVELOPMENT CORPORATION BY President Board of Directors (CORPORATION SEAL) Address: 667 N. Carroll Avenue Attest: Southlake, Texas 76092 Secretary Board of Directors 1111 -1 - 0401817 1 EXHIBIT A EXHIBIT it SPECIAL ESCROW AGREEMENT 1111 THE STATE OF TEXAS § § COUNTY OF DALLAS § THIS SPECIAL ESCROW AGREEMENT (the "Agreement") , made and entered into as of February 18 , 1997 , by and between the Southlake Parks Development Corporation (the "Corporation") , a non-profit industrial development corporation organized and existing under laws of the State of Texas, including Vernon' s Ann. Civ. St. , Section 4B of Article 5190 . 6, acting by and through the President and Secretary of the Board of Directors, and Texas Commerce Bank National Association, Dallas, Texas, a banking association organized and existing under the laws of the United States of America, or its successors or assigns hereunder (the "Bank") , W I T N E S S E T H : WHEREAS, the Corporation has duly issued certain obligations now outstanding in the aggregate amount $3 , 800, 000 (hereinafter collectively referred to as the "Refunded Obligations") and more particularly described as follows: (1) Southlake Parks Development Corporation Sales Tax Revenue Bonds, Series 1994 , dated May 1, S 1994 , maturing on August 15 in each of the years 1997 through 2014 , and aggregating in principal amount $2 , 800, 000 (2) Southlake Parks Development Corporation Sales Tax Subordinate Lien Revenue Bonds, Series 1994 , dated November 15, 1994 , maturing on August 15 in each of the years 1997 through 2015, and aggregating in principal amount $1, 000, 000 AND WHEREAS, the Corporation has determined to issue and sell refunding bonds in an amount sufficient to provide for the payment of Refunded Obligations, deposit the proceeds of such refunding bonds with a place of payment for such Refunded Obligations and enter into an escrow or similar agreement with such place of payment .for the safekeeping, investment, reinvestment, administration and disposition of such deposit, upon such terms and conditions as the parties may agree, provided such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on are unconditionally guaranteed by the United States of America, (hereinafter called the "Federal Securities") that mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of Refunded Obligations; and S 0401823 WHEREAS, the Refunded Obligations are scheduled to mature, or 1111 be redeemed, and interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto and incorporated herein by reference as a part of this Agreement for all purposes; and WHEREAS, the Corporation on the 18th day of February, 1997 , pursuant to a resolution (the "Bond Resolution") finally passed and adopted by the Board of Directors, authorized the issuance of bonds known as "Southlake Parks Development Corporation Refunding and Improvement Sales Tax Revenue Bonds, Series 1997" (the "Bonds") to refund, discharge and make final payment of the principal of and interest on the Refunded Obligations; and WHEREAS, upon the delivery of the Bonds, certain proceeds of sale, together with other available funds of the Corporation, are to be deposited with the Bank and used in part to purchase the Federal Securities listed and identified in Exhibit B attached hereto and incorporated by reference as a part of this Agreement for all purposes; and WHEREAS, the Federal Securities shall be held and deposited to the credit of the "Escrow Fund" to be established and maintained by the Bank in accordance with this Agreement; and WHEREAS, the Federal Securities, together with the beginning 1111 cash balance in the Escrow Fund, shall mature and the interest thereon shall be payable at such times to insure the existence of monies sufficient to pay the principal amount of the Refunded Obligations and the accrued interest thereon, as the same shall become due in accordance with the terms of the resolutions authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A attached hereto; and WHEREAS, the Corporation has completed all arrangements for the purchase of the Federal Securities listed in Exhibit B and the deposit and credit of the same to the Escrow Fund as provided herein; and WHEREAS, the Bank is a banking association organized and existing under the laws of the United States of America, possessing trust powers and is fully qualified and empowered to enter into this Agreement; and WHEREAS, in Section 31 of the Bond Resolution, the Board of Directors duly approved and authorized the execution of this Agreement; and WHEREAS, the Corporation and the Escrow Agent, as the case may be, shall take all action necessary to call, pay, redeem and retire 4111 0401823 -2- EXHIBIT .0 said Refunded Obligations in accordance with the provisions 1111 thereof, including, without limitation, all actions required by the resolutions authorizing the Refunded Obligations, the Bond Resolution and this Agreement; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and to secure the payment of the principal of and the interest on the Refunded Obligations as the same shall become due, the Corporation and the Bank hereby mutually undertake, promise and agree as follows: SECTION 1 : Receipt of Refunded Bond Resolutions. Receipt of copies of the resolutions authorizing the issuance of the Refunded Obligations and the Bond Resolution are hereby acknowledged by the Bank. Reference herein to or citation herein of any provision of said documents shall be deemed an incorporation of such provision as a part hereof in the same manner and with the same effect as if it were fully set forth herein. SECTION 2 : Escrow Fund Creation/Funding. There is hereby created by the Corporation with the Bank a special segregated and irrevocable trust fund designated "SPECIAL 1997 SOUTHLAKE PARKS DEVELOPMENT CORPORATION REFUNDING BOND ESCROW FUND" (hereinafter called the "Escrow Fund") for the benefit of the holders of the Refunded Obligations, and, immediately following the delivery of the Bonds, the Corporation agrees and covenants to cause to be S deposited with the Bank the following amounts: for the$ purchase of Federal Securities identified in Exhibit B to be held for the account of the Escrow Fund $ for deposit in the Escrow Fund as a beginning cash balance. The Bank hereby accepts the Escrow Fund and further agrees to receive said moneys, apply the same as set forth herein, and to hold the cash and Federal Securities deposited and credited to the Escrow Fund for application and disbursement for the purposes and in the manner provided in this Agreement. SECTION 3 : Escrow Fund Sufficiency Warranty. The Corporation hereby represents that the cash and Federal Securities, together with the interest to be earned thereon, deposited to the credit of the Escrow Fund will be sufficient to pay the principal of and premium and interest on the Refunded Obligations as the same shall become due and payable, and such Refunded Obligations, and the interest thereon, are to mature or be redeemed and shall be paid at the times and in the amounts set forth and identified in Exhibit A attached hereto. 1111 0401823 -3- FURTHERMORE, the Bank acknowledges receipt of a copy of the 1111 resolution providing for the redemption of ( i) the Series 1994 Refunded Obligations, dated May 1 , 1994 , maturing on and after August 15 , 2005 on August 15 , 2004 at the redemption price of par plus accrued interest thereon and ( ii) the Series 1994 Refunded Obligations, dated November 15 , 1994 , on at the redemption price of par plus accrued interest thereon; all in accordance with the provisions of the respective notice requirements applicable to said Refunded Obligations and the notice requirements contained in the resolutions authorizing such Refunded Obligations. The Bank agrees to cause a notice of redemption pertaining to the Refunded Obligations to be sent to the registered owners thereof appearing on the registration books at_ least thirty (30) days prior to the respective redemption dates therefor. SECTION 4 : Pledge of Escrow. The Bank agrees that all cash and Federal Securities, together with any income or interest earned thereon, held in the Escrow Fund shall be and is hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations which will mature and become due on and after the date of this Agreement, and such funds initially deposited and to be received from maturing principal and interest on the Federal Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this Agreement. 4111 SECTION 5: Escrow Insufficiency - Corporation Warranty to Cure. If, for any reason, the funds on hand in the Escrow Fund shall be insufficient to make the payments set forth in Exhibit A attached hereto, as the same becomes due and payable, the Corporation shall make timely deposits to the Escrow Fund, from lawfully available funds, of additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be immediately given by the Bank to the Corporation by the fastest means possible, but the Bank shall in no manner be responsible for the Corporation's failure to make such deposits. SECTION 6: Escrow Fund Securities/Segregation. The Bank shall hold said Federal Securities and moneys in the Escrow Fund at all times as a special and separate trust fund for the benefit of the holders of the Refunded Obligations, wholly segregated from other moneys and securities on deposit with the Bank; shall never commingle said Federal Securities and moneys with other moneys or securities of the Bank; and shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained shall be construed as requiring the Bank to keep the identical moneys, or any part thereof, in said Escrow Fund, if it is impractical, but moneys of an equal amount, except to the extent such are represented by the Federal Securities, shall always be maintained • -4- 0401823 EXHIBIT 0 on deposit in the Escrow Fund by the Bank, as trustee; and a • special account evidencing such facts shall at all times be maintained on the books of the Bank. SECTION 7 : Escrow Fund Collections/Payments . The Bank shall from time to time collect and receive the principal of and interest on the Federal Securities as they respectively mature and become due and credit the same to the Escrow Fund. On or before each principal and/or interest payment date or redemption date, as the case may be, for the Refunded Obligations shown in Exhibit A attached hereto, the Bank, without further direction from anyone, including the Corporation, shall cause to be withdrawn from the Escrow Fund the amount required to pay the accrued interest on the Refunded Obligations due and payable on said payment date and the principal of the Refunded Obligations due and payable on said payment date or redemption date, as the case may be, and the amount withdrawn from the Escrow Fund shall be immediately transmitted and deposited with the paying agent for the Refunded Obligations to be paid with such amount. The paying agent for the Refunded Obligations is the Bank. If any Refunded Obligation thereon shall not be presented for payment when the principal thereof or interest thereon shall have become due, and if cash shall at such times be held by the Bank in trust for that purpose sufficient and available to pay the principal of such Refunded Obligation and interest thereon it shall S be the duty of the Bank to hold said cash without liability to the holder of such Refunded Obligation for interest thereon after such maturity or redemption date, in trust for the benefit of the holder of such Refunded Obligation, who shall thereafter be restricted exclusively to said cash for any claim of whatever nature on his part on or with respect to said Refunded Obligation, including for any claim for the payment thereof and interest thereon. All cash required by the provisions hereof to be set aside or held in trust for the payment of the Refunded Obligations, including interest thereon, shall be applied to and used solely for the payment of the Refunded Obligations and interest thereon with respect to which such cash has been so set aside in trust. Subject to the provisions of the last sentence of Section 25 hereof, cash held by the Bank in trust for the payment and discharge of any of the Refunded Obligations and interest thereon which remains unclaimed for a period of four (4) years after the stated maturity date or redemption date of such Refunded Obligations shall be returned to the Corporation. Notwithstanding the above and foregoing, any remittance of funds from the Bank to the Corporation shall be subject to any applicable unclaimed property laws of the State of Texas. 4111 0401823 -5- EXHIBIT 0 SECTION 8 : Disposal of Refunded Obligations. All Refunded • Obligations cancelled on account of payment by the Bank shall be disposed of or otherwise destroyed by the Bank, and an appropriate certificate of destruction furnished the Corporation. SECTION 9 : Escrow Fund Encumbrance. The escrow created hereby shall be irrevocable and the holders of the Refunded Obligations shall have an express lien on all moneys and Federal Securities in the Escrow Fund until paid out, used and applied in accordance with this Agreement. Unless disbursed in payment of the Refunded Obligations, all funds and the Federal Securities received by the Bank for the account of the Corporation hereunder shall be and remain the property of the Escrow Fund and the Corporation and the owners of the Refunded Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and Federal Securities enjoyed by a trust beneficiary. The funds and Federal Securities received by the Bank under this Agreement shall not be considered as a banking deposit by the Corporation and the Bank and the Corporation shall have no right or title with respect thereto, except as otherwise provided herein. Such funds and Federal Securities shall not be subject to checks or drafts drawn by the Corporation. SECTION 10 : Absence of Bank Claim/Lien on Escrow Fund. • The Bank shall have no lien whatsoever upon any of the moneys or Federal Securities in the Escrow Fund for payment of services rendered hereunder, services rendered as paying agent/registrar for the Refunded Obligations, or for any costs or expenses incurred hereunder and reimbursable from the Corporation. SECTION 11 : Substitution of Investments/Reinvestments. The Bank shall be authorized to accept initially and temporarily cash and/or substituted Federal Securities pending the delivery of the Federal Securities identified in the Exhibit B attached hereto, or shall be authorized to redeem the Federal Securities and reinvest the proceeds thereof, together with other moneys held in the Escrow Fund in noncallable direct obligations of the United States of America provided such early redemption and reinvestment of proceeds does not change the repayment schedule of the Refunded Obligations appearing in Exhibit A and the Bank receives the following: _6_ 0401823 EXHIBIT 1) ( 1) an opinion by an independent certified public • accountant to the effect that (i) the initial and/or temporary substitution of cash and/or securities for one or more of the Federal Securities identified in Exhibit B pending the receipt and delivery thereof to the Escrow Agent or (ii) the redemption of one or more of the Federal Securities and the reinvestment of such funds in one or more substituted securities (which shall be noncallable direct obligations of the United States of America) , together with the interest thereon and other available moneys then held in the Escrow Fund, will, in either case, be sufficient, without reinvestment, to pay, as the same become due in accordance with Exhibit A, the principal of, and interest on, the Refunded Obligations which have not previously been paid, and (2) with respect to an early redemption of Federal Securities and the reinvestment of the proceeds thereof, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment will not cause interest on the Bonds or Refunded Obligations to be included in the gross income for federal income tax purposes, under the Code and related regulations as in effect on the date of such investment, or otherwise make the interest on the Bonds S or the Refunded Obligations subject to Federal income taxation and (b) such reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations and the Bonds. SECTION 12 : Restriction on Escrow Fund Investments - Reinvestment. Except as provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Federal Securities listed in Exhibit B and neither the Corporation nor the Bank shall reinvest any moneys deposited in the Escrow Fund except as specifically provided by this Agreement. SECTION 13 : Excess Funds. If at any time through redemption or cancellation of the Refunded Obligations there exists or will exist excesses of interest on or maturing principal of the Federal Securities in excess of the amounts necessary hereunder for the Refunded Obligations, the Bank may transfer such excess amounts to or on the order of the Corporation, provided that the Corporation delivers to the Bank the following: 4111 0401823 -7- 901 0.1 jj ( 1) an opinion by an independent certified public 1111 accountant that after the transfer of such excess, the principal amount of securities in the Escrow Fund, together with the interest thereon, and other available monies then held in the Escrow Fund, will be sufficient to pay, as the same become due and without reinvestment, in accordance with Exhibit A, the principal of, and interest on, the Refunded Obligations which have not previously been paid, and (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such transfer will not cause interest on the Bonds or the Refunded Obligations to be included in gross income for federal income tax purposes, under _the Code and related regulations as in effect on the date of such transfer, or otherwise make the interest on the Bonds or the Refunded Obligations subject to Federal income taxation, and (b) such transfer complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations or the Bonds. SECTION 14 : Collateralization. The Bank shall continuously secure the monies in the Escrow Fund not invested in Federal Securities by a pledge of direct obligations of the United States 1111 of America, in the par or face amount at least equal to the principal amount of said uninvested monies to the extent such money is not insured by the Federal Deposit Insurance Corporation. SECTION 15: Absence of Bank's Liability for Investments. The Bank shall not be liable or responsible for any loss resulting from any investment made in the Federal Securities or substitute securities as provided in Section 11 hereof. SECTION 16: Bank's Compensation - Escrow Administration/ Settlement of Paying Agent's Charges. The Corporation agrees to pay the Bank for the performance of services hereunder and as reimbursement for anticipated expenses to be incurred hereunder the amount of $ and, except for reimbursement of costs and expenses incurred by the Bank pursuant to Sections 3 , 11 and 19 hereof, the Bank hereby agrees said amount is full and complete payment for the administration of this Agreement. The Corporation also agrees to deposit with the Bank on the effective date of this Agreement, the sum of $ and the Bank acknowledges and agrees that the above amount is and represents the total amount of compensation due the Bank for services rendered as paying agent for the Refunded Obligations. The Bank hereby agrees to pay, assume and be fully responsible for • -8- 0401823 EXHIBIT D 1111 any additional charges that it may incur in the performance of its duties and responsibilities as paying agent for the Refunded Obligations. The Corporation acknowledges and agrees that the above amount deposited with the Escrow Agent to cover paying agents' charges and expenses does not include amounts which shall become due and payable for services rendered as registrar and transfer agent for fully registered Refunded Obligations, and the Corporation agrees to pay directly to each "registrar" for the Refunded Obligations all reasonable costs, expenses and charges incurred in connection with the maintenance of the registration books and records and the transfer of such fully registered obligations as and when such costs, expenses and charges are incurred and against written invoices, statements or bills submitted therefor. SECTION 17 : Escrow Agent' s Duties / Responsibilities/ Liability. The Bank shall not be responsible for any recital herein, except with respect to its organization and its powers and authority. As to the existence or nonexistence of any fact relating to the Corporation or as to the sufficiency or validity of any instrument, paper or proceedings relating to the Corporation, the Bank shall be entitled to rely upon a certificate signed on behalf of the Corporation by its Executive Director or the President or Secretary of the Board of Directors of the Corporation as sufficient evidence of the facts therein contained. S The Bank may accept a certificate of the Secretary of the Board of Directors under the Corporation's seal, to the effect that a resolution or other instrument in the form therein set forth has been adopted by the Board of Directors of the Corporation, as conclusive evidence that such resolution or other instrument has been duly adopted and is in full force and effect. The duties and obligations of the Bank shall be determined solely by the express provisions of this Agreement and the Bank shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank. In the absence of bad faith on the part of the Bank, the Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Bank, conforming to the requirements of this Agreement; but notwithstanding any provision of this Agreement to the contrary, in the case of any such certificate or opinion or any evidence which by any provision hereof is specifically required to be furnished to the Bank, the Bank shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement. S - - 0401823 terr'7ao r -T The Bank shall not be liable for any error of judgment made 1111 in good faith by a Responsible Officer or Officers of the Bank unless it shall be proved that the Bank was negligent in ascertaining or acting upon the pertinent facts. The Bank shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of all said Refunded Obligations at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Bank not in conflict with the intent and purpose of this Agreement. For the purposes of determining whether the holders of the required principal amount of said Refunded Obligations have concurred in any such direction, Refunded Obligations owned by any obligor upon the Refunded Obligations, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with such obligor, shall be disregarded, except that for the purposes of determining whether the Bank shall be protected in relying on any such direction only Refunded Obligations which the Bank knows are so owned shall be so disregarded. The term "Responsible Officers" of the Bank, as used in this Agreement, shall mean and include the Chairman of the Board of Directors, the President, any Vice President and any Second Vice President, the Secretary and any Assistant Secretary, the 4111 Treasurer and any Assistant Treasurer, and every other officer and assistant officer of the Bank customarily performing functions similar to those performed by the persons who at the time shall be officers, respectively, or to whom any corporate trust matter is referred, because of his knowledge of and familiarity with a particular subject; and the term "Responsible Officer" of the Bank, as used in this Agreement, shall mean and include any of said officers or persons. SECTION 18 : Limitation Re: Bank's Duties/Responsibilities/ Liabilities to Third Parties. The Bank shall not be responsible or liable to any person in any manner whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this Agreement with respect to the Corporation, or for the identity or authority of any person making or executing this Agreement for and on behalf of the Corporation. The Bank is authorized by the Corporation to rely upon the representations of the Corporation with respect to this Agreement and the deposits made pursuant hereto and as to the Corporation' s right and power to execute and deliver this Agreement, and the Bank shall not be liable in any manner as a result of such reliance. The duty of the Bank hereunder shall only be to the Corporation and the holders of the Refunded Obligations. Neither the Corporation nor the Bank shall assign or attempt to assign or transfer any 1111 0401823 -10- EXHIBIT 1) interest hereunder or any portion of any such interest. Any such S assignment or attempted assignment shall be in direct conflict with this Agreement and be without effect. SECTION 19 : Interpleader. In the event conflicting demands or notices are made upon the Bank growing out of or relating to this Agreement or the Bank in good faith is in doubt as to what action should be taken hereunder, the Bank shall have the right at its election to: (a) Withhold and stop all further proceedings in, and performance of, this Agreement with respect to the issue in question and of all instructions received hereunder in regard to such issue; and (b) File a suit in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves. In the event the Bank becomes involved in litigation in connection with this Section, the Corporation, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a result thereof. The obligations of the Bank under this Agreement shall be performable at the S corporate office of the Bank in the City of Dallas, Texas. The Bank may advise with legal counsel el in the event of any dispute or question regarding the construction of any of the provisions hereof or its duties hereunder, and in the absence of negligence or bad faith on the part of the Bank, no liability shall be incurred by the Bank for any action taken pursuant to this Section and the Bank shall be fully protected in acting in accordance with the opinion and instructions of legal counsel that is knowledgeable and has expertise in the field of law addressed in any such legal opinion or with respect to the instructions given. SECTION 20: Accounting - Annual Report. Promptly after September 30th of each year, commencing with the year 1997, while the Escrow Fund is maintained under this Agreement, the Bank shall forward to the Corporation, to the attention of the Treasurer, or other designated official of the Corporation, a statement in detail of the Federal Securities and monies held, and the current income and maturities thereof, and the withdrawals of money from the Escrow Fund for the preceding 12 month period ending September 30th of each year. • 0401823 -11- SECTION 21 : Notices. Any notice, authorization, request or S demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail , postage prepaid addressed as follows: SOUTHLAKE PARKS DEVELOPMENT CORPORATION 667 N. Carroll Avenue Southlake, Texas 79062 Attention: Treasurer TEXAS COMMERCE BANK NATIONAL ASSOCIATION P. O. Box 660197 Dallas, Texas 75266-0197 Attention: Corporate Trust Department The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten • (10) days prior notice thereof. SECTION 22 : Performance Date. Whenever under the terms of this Agreement the performance date of any provision hereof, including the date of maturity of interest on or principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the Bank is authorized by law to close, then the performance thereof, including the payment of principal of and interest on the Refunded Obligations, need not be made on such date but may be performed or paid, as the case may be, on the next succeeding business day of the Bank with the same force and effect as if made on the date of performance or payment and with respect to a payment, no interest shall accrue for the period after such date. SECTION 23 : Warranty of Parties Re: Power to Execute and Deliver Escrow Agreement. The Corporation covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Agreement, in any and every said Refunded Obligation as executed, authenticated and delivered and in all proceedings pertaining thereto as said Refunded Obligations shall have been modified as provided in this Agreement. The Corporation covenants that it is duly authorized under the Constitution and laws of the State of • 0401823 -12- EXHIBIT fl Texas to execute and deliver this Agreement, that all actions on 1111 its part for the payment of said Refunded Obligations as provided herein and the execution and delivery of this Agreement have been duly and effectively taken and that said Refunded Obligations and coupons in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the Corporation according to the import thereof as provided in this Agreement. SECTION 24 : Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the parties to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. In the event any covenant or agreement contained in this Agreement is declared to be severable from the other provisions of this Agreement, written notice of such event shall immediately be given to each national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement. SECTION 25 : Termination. This Agreement shall terminate when the Refunded Obligations, including interest due thereon, have been paid and discharged in accordance with the provisions of 4111 this Agreement. If any Refunded Obligations are not presented for payment when due and payable, the nonpayment thereof shall not prevent the termination of this Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued interest thereon shall upon termination of this Agreement be held by the Bank for such purpose in accordance with Section 7 hereof. Any moneys or Federal Securities held in the Escrow Fund at termination and not needed for the payment of the principal of or interest on any of the Refunded Obligations shall be paid or transferred to the Corporation. SECTION 26: Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Bank by this Agreement. SECTION 27 : Successors/Assigns. (a) Should the Bank not be able to legally serve or perform the duties and obligations under this Agreement, or should the Bank be declared to be insolvent or closed for any reason by federal or state regulatory authorities or a court of competent jurisdiction, the Corporation, upon being notified or discovering the Bank's inability or disqualification to serve hereunder, shall forthwith appoint a successor to replace the Bank, and upon being notified of such appointment, the Bank shall (i) transfer all funds and securities • 0401823 -13- held hereunder, together with all books, records and accounts 1111 relating to the Escrow Fund and the Refunded Obligations, to such successor and ( ii) assign all rights, duties and obligations under this Agreement to such successor. If the Corporation should fail to appoint such a successor within ninety (90) days from the date the Corporation discovers, or is notified of, the event or circumstance causing the Bank' s inability or disqualification to serve hereunder, the Bank, or a bondholder of the Refunded Obligations, may apply to a court of competent jurisdiction to appoint a successor or assigns of the Bank and such court, upon determining the Bank is unable to continue to serve, shall appoint a successor to serve under this Agreement and the amount of compensation, if any, to be paid to such successor for the remainder of the term of this Agreement for services to be rendered both for administering the Escrow Fund and for paying agent duties and responsibilities for the Refunded Obligations. (b) Furthermore, the Bank may resign and be discharged from performing its duties and responsibilities under this Agreement upon notifying the Corporation in writing of its intention to resign and requesting the Corporation to appoint a successor. No such resignation shall take effect until a successor has been appointed by the Corporation and such successor has accepted such appointment and agreed to perform all duties and obligations hereunder for a total compensation equal to the unearned proportional amount paid the Bank under Section 16 hereof for the • administration of this Agreement and the unearned proportional amount of the paying agents fees for the Refunded Obligations due the Bank. Any successor to the Bank shall be a bank, trust company or other financial institution that is duly qualified under applicable law to serve as escrow agent hereunder and authorized and empowered to perform the duties and obligations contemplated by this Agreement and organized and doing business under the laws of the United States or the State of Texas, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5, 000, 000 and be subject to the supervision or examination by Federal or State authority. Any successor or assigns to the Bank shall execute, acknowledge and deliver to the Corporation and the Bank, or its successor or assigns, an instrument accepting such appointment hereunder, and the Bank shall execute and deliver an instrument transferring to such successor, subject to the terms of this Agreement, all the rights, powers and trusts created and established and to be performed under this Agreement. Upon the request of any such successor Bank, the Corporation shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Bank all such rights, • 0401823 -14- FYWI�rr powers and duties. The term "Bank" as used herein shall be the • Bank and its legal assigns and successor hereunder. SECTION 28 : Escrow Agreement - Amendment/Modification. This Agreement shall be binding upon the Corporation and the Bank and their respective successors and legal representatives and shall inure solely to the benefit of the holders of the Refunded Obligations, the Corporation, the Bank and their respective successors and legal representatives. Furthermore, no alteration, amendment or modification of any provision of this Agreement shall ( 1) alter the firm financial arrangements made for the payment of the Refunded Obligations or (2) be effective unless (i) prior written consent of such alteration, amendment or modification shall have been obtained from the holders of all Refunded Obligations outstanding at the time of such alteration, amendment or modification and (ii) such alteration, amendment or modification is in writing and signed by the parties hereto; provided, however, the Corporation and the Bank may, without the consent of the holders of the Refunded Obligations, amend or modify the terms and provisions of this Agreement to cure in a manner not adverse to the holders of the Refunded Obligations any ambiguity, formal defect or omission in this Agreement. If the parties hereto agree to any amendment or modification to this Agreement, prior written notice of such amendment or proposed modification, together with the legal documents amending or modifying this Agreement, shall be furnished to each national 1111 rating service (Standard & Poor's Corporation, Moody's Investors Service or Fitch Investors Service) which has rated the Refunded Obligations on the basis of this Agreement, prior to such amendment or modification being executed. SECTION 29 : Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 30 : Executed Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. This Agreement shall be governed by the laws of the State of Texas and shall be effective as of the date of the delivery of the Bonds. S 0401823 —15— :s ' r3 ;l IN WITNESS WHEREOF, the parties hereto have each caused this 1111 Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. SOUTHLAKE PARKS DEVELOPMENT CORPORATION ATTEST: President, Board of Directors Secretary, Board of Directors (Corporation Seal) TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas, as Escrow Agent ATTEST: Title: 1111 Authorized Signer (Bank Seal) • 0401823 -16- EXHIBIT D EXHIBIT E • FINANCING/USE AGREEMENT This Financing/Use Agreement (this "Agreement' ) is made to be effective as of the 18th day of February, 1997 , by and between the City of Southlake, Texas, a duly incorporated and existing municipal corporation and political subdivision of the State of Texas (the "City") and the Southlake Parks Development Corporation, a non-profit industrial development corporation organized and existing under the laws of the State of Texas, including Vernon's Ann. Civ. St. , Section 4B of Article 5190. 6 , (the "Corporation") RECITALS WHEREAS, the Corporation on behalf of the City is to finance 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 $ , and a portion of the proceeds of sale are to be used by the City to design and construct the Project and the 4111 balance of such proceeds are to be used to refund the Corporation's outstanding indebtedness (hereinafter referred to as the "Refunded Obligations") ; 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 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 Refunding and Improvement Sales Tax Revenue Bonds, Series 1997" , hereinafter called the "Bonds" , and deposit proceeds of sale of the Bonds in the sum of $ 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. • oaoiaio 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: "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. 4111 "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 • 0401810 -2- EXHIBIT E or final Income Tax Regulation designed to supplement, Samend 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. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated 4111 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 (including property financed with Gross Proceeds of the Refunded Obligations) , 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 (including property financed with Gross Proceeds of the Refunded 4111 0401810 -3- Obligations) , other than taxes of general application S 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 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 11Pk 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. (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 4111 0401810 -4- EXHIBIT E. extent permitted by law, the City may commingle Gross 1111 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. (h) Qualified Advance Refunding. The Bonds are issued exclusively to refund the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of the Refunded Obligations. The Corporation and the City represent as follows: (1) The Bonds are the first advance refunding of the Refunded Obligations, within the meaning of section 149 (d) (3) of the Code. The Bonds are a current refunding of the Series 1994 Refunded Obligations, dated November 15, 1994 , as payment for such Refunded Obligations will 41/0 0401810 -5- EXHIBIT E occur within ninety (90) days after the issuance of the IIII Bonds. (2) The Refunded Obligations are being called for redemption, and will be redeemed not later than the earliest date on which such bonds may be redeemed. (3 ) The initial temporary period under section 148 (c) of the Code will end: ( i) with respect to the proceeds of the Bonds not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of the bond resolution adopted by the Board of Directors of the Corporation. There is a present value savings associated with the refunding. In the issuance of the Bonds the Corporation or the City has neither: (i) overburdened the tax-exempt bond market by issuing more bonds, issuing bonds earlier or allowing S bonds to remain outstanding longer than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) employed on "abusive arbitrage device" within the meaning of Section 1. 148- 10 (a) of the Regulations; nor (iii) employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149 (d) (4) of the Code, apart from savings attributable to lower interest rates and reduced debt service payments in early years. 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 in part I0401810 -6- ;idf f . unless such executory agreement is in writing and is signed by the ill, 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 1111 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. P0401810 -7- EXHIBIT li IN WITNESS WHEREOF, the parties hereto have executed this 0111 Agreement to be effective as of the date and year first above written. SOUTHLAXE PARRS DEVELOPMENT CORPORATION ATTEST: President, Board of Directors Secretary, Board of Directors (Corporation Seal) CITY OF SOUTHLAXE, TEXAS ATTEST: Mayor ilk City Secretary (City Seal) 10 0401810 -8- EXHI It ', II/ Exhibit F to Resolution DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 42 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. 1111 Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 0401823