2014-001 SPDC Resolution RESOLUTION NO. 14- bb SPDC
A RESOLUTION authorizing the issuance of "SOUTHLAKE PARKS
DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING
BONDS, SERIES 2014 "; 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, an Escrow Agreement, ; and the approval
and distribution of a Preliminary Official Statement and an Official
Statement; providing for the redemption of the bonds being refunded;
resolving other matters incident and related to the issuance and sale of
the Bonds; and providing an effective date.
WHEREAS, the Southlake Parks Development Corporation (the "Corporation "), a non-
profit corporation duly organized and existing under the laws of the State of Texas, including
Chapters 501, 502 and 505 of the Texas Development Corporation Act, Texas Local
Government Code, Title 12, Subtitle C1, as amended (formerly Vernon's Ann.Civ.St., Section
4B of Article 5190.6, as amended, and referred to herein as the "Act "), has heretofore issued,
sold, and delivered, and there is currently outstanding, obligations totaling in principal amount
$17,295,000 (collectively, the "Refunded Bonds ") more particularly described as follows:
(1) Southlake Parks Development Corporation Refunding and
Improvement Sales Tax Revenue Bonds, Series 1997, dated February 15, 1997,
maturing on August 15 in each of the years 2014 through 2021, inclusive, and
aggregating in principal amount $1,305,000 (the "Series 1997 Refunded Bonds ");
(2) Southlake Parks Development Corporation Sales Tax Third Lien
Revenue Refunding Bonds, Series 2005, dated March 15, 2005, maturing on
August 15 in each of the years 2014 through 2027, inclusive, and aggregating in
principal amount $12,825,000 (the "Series 2005 Refunded Bonds "); and
(3) Southlake Parks Development Corporation Sales Tax Subordinate
Lien Revenue Bonds, Series 2006, dated January 15, 2006, maturing on
August 15 in each of the years 2014 through 2025, inclusive, and aggregating in
principal amount $3,165,000 (the "Series 2006 Refunded Bonds ");
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 the Act, including
specifically Section 501.213, at this time to refund the Refunded Bonds to provide debt service
savings of approximately $2,096,890.02 and net present value savings of approximately
$1,637,190.80; 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 $16,000,000 to be designated and bear the title "SOUTHLAKE PARKS DEVELOPMENT
CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2014 ", hereinafter
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referred to as the "Bonds" for the purpose of refunding certain outstanding obligations of the
Corporation (identified in the preamble hereof and referred to as the "Refunded Bonds ") and to
pay costs of issuance associated with the issuance of the Bonds, in conformity with the
Constitution and laws of the State of Texas, including the Act.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Date. The Bonds shall be issued as fully registered obligations, without coupons,
shall be dated May 15, 2014 (the "Bond Date ") and shall be in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity), and shall become due and payable annually
on February 15 in each of the years and in principal amounts (the "Stated Maturities ") and bear
interest at per annum rates in accordance with the following schedule:
Year of Principal Interest
Maturity Amount Rate
2015 $ 1,120,000 3.000%
2016 1,150,000 3.000%
2017 1,190,000 3.000%
2018 1,225,000 3.000%
2019 1,260,000 3.000%
2020 1,300,000 3.000%
2021 1,340,000 3.000%
2022 1,385,000 3.000%
2023 1,415,000 3.000%
2024 1,460,000 3.000%
2025 1,330,000 3.000%
2026 1,020,000 3.000%
2027 805,000 3.000%
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery
to the initial purchasers at the rate(s) per annum shown above in this Section (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, 2014.
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 The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, 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.
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The Corporation covenants to maintain and provide a Paying Agent/Registrar at all times until
the Bonds are paid in full and discharged. Any successor Paying Agent/Registrar shall be a
bank, trust company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written
notice to be sent to the Holder affected by United States Mail, first class postage prepaid, which
notice shall identify and give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or redemption, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated office in East Syracuse, New York, or with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office "). Interest on the Bonds shall be paid to the Holders whose 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 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 February 15,
2025 shall be subject to redemption prior to maturity, at the option of the Corporation, in whole
or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/ Registrar), on February 15, 2024 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
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exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the
Corporation.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of
the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bond by $5,000 and shall select the Bonds, or principal
amount thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption
date for the Bonds, a notice of redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the Corporation and at the Corporation's expense, to each
Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on
the Security Register at the close of business on the business day next preceding the date of
mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to
have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/ Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given or waived as herein provided, such Bond
(or the principal amount thereof to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor, provided moneys
sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional
redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any,
and interest on the Bonds to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may, at the option
of the Corporation, state that said redemption is conditional upon the receipt of such moneys by
the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the
satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys
are not received, such notice shall be of no force and effect, the Corporation shall not redeem
such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice
of redemption was given, to the effect that the Bonds have not been redeemed.
SECTION 5. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
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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 of any Bond (other than the Initial Bond(s) referenced in Section 8
hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of authorized denominations and having the same
Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for
transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to
the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the Corporation, evidencing the same
obligation to pay, and entitled to the same benefits under this Resolution, as the Bonds
surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled 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 new 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 the provisions of Section 26 hereof and
such new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed, or stolen Bond.
Neither the Corporation nor the Paying Agent/Registrar shall be required to issue or
transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
SECTION 6. Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in this Resolution relating to the payment and transfer /exchange of the
Bonds, the Corporation hereby approves and authorizes the use of the "Book- Entry- Only"
securities clearance, settlement, and transfer system provided by The Depository Trust
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Company, a limited purpose trust company organized under the laws of the State of New York
( "DTC "), in accordance with the requirements and procedures identified in the DTC Operational
Arrangements memorandum, as amended, the Blanket Issuer Letter of Representations, by and
between the Corporation and DTC, and the Letter of Representations from the Paying
Agent/Registrar to DTC (collectively, 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, 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.
If, at any time, DTC ceases to hold the Bonds as securities depository, all references
herein to DTC shall be of no further force or effect.
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 Bond 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 9(c), manually executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8. Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T -1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from
T -1 and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s)
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shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial
Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas
for approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial purchaser(s), or the designee thereof, and such other information
and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9. Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas (to be printed on the Initial Bond(s) only),
the Certificate of Registration, and the form of Assignment to be printed on each of the Bonds,
shall be substantially in the forms set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Resolution
and may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements (including insurance
legends on insured Bonds and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the Board of Directors of the Corporation or determined
by the officers executing such Bonds as evidenced by the execution thereof. Any portion of the
text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bonds.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING BOND
SERIES 2014
Bond Date: Stated Maturity: Interest Rate: CUSIP No.:
May 15, 2014 February 15, 20_
Registered Owner:
Principal Amount:
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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 Chapters 501, 502 and 505 of the Texas Development
Corporation Act, Texas Local Government Code, Title 12, Subtitle C1, as amended (formerly
Vernon's Ann.Civ.St., Section 4B of Article 5190.6, 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 (the "Holder "), 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 date of
delivery to the initial purchasers 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, 2014.
Principal of this Bond is payable at its Stated Maturity or redemption to the Holder 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 Holder 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 dated as of the interest payment date and
mailed to such Holder at the address appearing in the register or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar, requested in writing by, and at
the risk and expense of, the Holder hereof. If the date for the payment of the principal of or
interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking
institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or day on which banking institutions are required or authorized by law or executive order
to close, and payment on such date shall have the same force and effect as if made on the
original date payment was due. All payments of principal of, premium, if any, and interest on
this Bond shall be without exchange or collection charges to the owner hereof and in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $16,000,000 (herein referred to as the "Bonds ") for the purpose of refunding certain
outstanding obligations of the Corporation (identified in the preamble and defined in the
Resolution hereinafter referenced), 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 (the "Resolution ").
The Bonds maturing on and after February 15, 2025 may be redeemed prior to their
Stated Maturities, at the option of the Corporation, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2024 or on any date thereafter at the redemption price of par
plus accrued interest thereon to the redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
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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 hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed, payment of
the redemption price of such principal amount shall be made to the registered owner only upon
presentation and surrender of such Bond to the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any
authorized denominations provided in the Resolution for the then unredeemed balance of the
principal sum thereof will be issued to the registered owner, without charge. If a Bond is called
for redemption, in whole or in part, the Corporation and the Paying Agent/Registrar shall not be
required to transfer such Bond to an assignee of the Holder within 45 days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may, at the option of the Corporation, state that said redemption is conditional upon the
receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such
redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption;
and, if sufficient moneys are not received, such notice shall be of no force and effect, the
Corporation shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
The Bonds are special obligations of the Corporation and, together with any Additional
Bonds, if issued, are payable solely from and are secured by a first lien on and pledge of the
"Pledged Revenues" (as defined in the Resolution) of the Corporation, including the receipts
from a Sales Tax levied for the benefit of the Corporation pursuant to the Act. The Bonds do not
constitute a legal or equitable, pledge, charge, lien or encumbrance upon any property of the
Corporation or the City of Southlake, Texas (the "City ") except with respect to the "Pledged
Revenues ". This Bond may not be paid in whole or in part from any property taxes raised or to
be raised by the City and is not a debt of and does not give rise to a claim for payment against
the City, except as to the sales and use tax revenues held by the City and required under the
Act to be paid over to the Corporation. Neither the State of Texas, the City or any political
corporation, subdivision or agency of the State of Texas shall be obligated to pay this Bond or
the interest hereon and neither the faith and credit nor the taxing power of the State, the City or
any other political corporation, subdivision or agency thereof is pledged to the payment of the
principal of and interest on this Bond except as noted above.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable from and equally and ratably
secured by a parity lien on and pledge of the Pledged Revenues, in the same manner and to the
same extent as the Bonds.
40536514.5 / 11402170 9
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity, or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary. In the event of non - payment of interest on a scheduled payment date and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the Corporation. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a non-
profit industrial development corporation duly organized and legally existing under and by virtue
of the Constitution and laws of the State of Texas, including the Act; that all acts, conditions and
things required to exist and be done precedent to and in the issuance of the Bonds to render the
same lawful and valid special obligations of the Corporation have been properly done, have
happened and have been performed in regular and due time, form and manner as required by
law; and that due provision has been made for the payment of the principal of and interest on
the Bonds from the sources and in the manner provided in the Resolution. In case any
provision in this Bond or any application thereof shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions and applications shall not in any
way be affected or impaired thereby. The terms and provisions of this Bond and the Resolution
shall be construed in accordance with and shall be governed by the laws of the State of Texas.
40536514.5 / 11402170 10
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation as of the Bond Date.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary, Board of Directors
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to
Appear on Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this .
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Paying Agent/Registrar to appear on definitive
Bonds only.
CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued and registered under the provisions of the within -
mentioned Resolution; the bond or bonds of the above entitled and designated series originally
delivered having been 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 in East Syracuse, New York is the
"Designated Payment/Transfer Office" for this Bond.
40536514.5 / 11402170 11
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas
as Paying Agent/Registrar
Dated:
By
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it
appears on the face of the within Bond in
every particular.
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this
Section, except that the heading and first paragraph of the form of a single fully registered Initial
Bond shall be modified as follows:
REGISTERED REGISTERED
NO. T -1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING BOND
SERIES 2014
Bond Date: May 15, 2014
Registered Owner:
Principal Amount: DOLLARS
The Southlake Parks Development Corporation (hereinafter referred to as the
"Corporation "), a non - profit industrial development corporation organized and existing under the
40536514.5 / 11402170 12
laws of the State of Texas, including Chapters 501, 502 and 505 of the Texas Development
Corporation Act, Texas Local Government Code, Title 12, Subtitle 01, as amended (formerly
Vernon's Ann.Civ.St., Section 4B of Article 5190.6, 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 (the "Holder "), or the registered assigns thereof, solely
from the revenues and sources pledged under the Resolution identified below, the Principal
Amount hereinabove stated on February 15 in each of the years and in principal amounts and
bearing interest at the per annum rate in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATES
(Information to be inserted from schedule in Section 2 hereof)
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest
(computed on the basis of a 360 -day year of twelve 30 -day months) on the unpaid principal
amount from the date of the delivery to the initial purchasers 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, 2014. Principal Installments of this Bond are payable at its Stated
Maturity or on a prepayment date to the registered owner hereof by The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar "), upon its
presentation and surrender, at its designated offices, initially in East Syracuse, New York, or,
with respect to a successor paying agent/registrar, at the designated office of such successor
(the "Designated Payment/Transfer Office "). Interest payable on any interest payment date will
be paid to the Holder of this Bond whose name appears on the "Security Register" maintained
by the Paying Agent/Registrar at the close of business on the Record Date for such interest,
which shall be the last business day of the month next preceding such interest payment date. If
the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday,
a legal holiday or a day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by
law or executive order to close, the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or day on which banking institutions are required
or authorized by law or executive order to close, and payment on such date shall have the same
force and effect as if made on the original date payment was due. All such payments may be
made by the Paying Agent/Registrar by check dated as of the interest payment date and mailed
to such Holder at the address appearing in the register or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar, requested in writing by, and at the risk
and expense of, the Holder hereof. All payments of principal of, premium, if any, and interest on
this Bond shall be made in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.
SECTION 10. Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
"Act" - Chapters 501, 502 and 505 of the Texas Development Corporation
Act, Texas Local Government Code, Title 12, Subtitle 01, as the same may be
amended from time to time (formerly Vernon's Ann.Civ.St., Section 4B of Article
5190.6, as amended).
40536514.5 / 11402170 13
"Additional Obligations" - The additional parity revenue obligations
authorized to be issued in accordance with the terms and conditions prescribed
in Section 18 hereof.
"Board" - The Board of Directors of the Corporation.
"Bonds" - The "Southlake Parks Development Corporation Sales Tax
Revenue Refunding Bonds, Series 2014 ", dated May 15, 2014, 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 the Act, with its principal
place of business in Tarrant County, Texas.
"Debt Service" - As of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to
be paid or set aside by the Corporation as of such date or in such period for the
payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a
fixed numerical rate, that such obligations bear, or would have borne, interest at
the maximum legal per annum rate applicable to such obligations, and further
assuming in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be redeemed prior to
maturity in accordance with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified financial institution
eligible and qualified to serve as the custodian of the Corporation's monetary
accounts and funds.
"Fiscal Year" - The twelve month financial accounting period used by the
Corporation ending September 30 in each year, or such other twelve consecutive
month period established by the Corporation.
"Government Obligations" - (i) direct noncallable obligations of the United
States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or
instrumentality and, on the date of their acquisition or purchase by the
Corporation, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date of their
acquisition or purchase by the Corporation, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent
and (iv) any other then authorized securities or obligations that may be used to
40536514.5 / 11402170 14
defease obligations such as the Bonds under the then applicable laws of the
State of Texas.
"Gross Sales Tax Revenues" - All of the Sales Tax 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 Chapter 505 of the Act and the election held
November 2, 1993, less any amounts due and owed to the Comptroller of Public
Accounts of the State of Texas as charges for the collection of the Sales Tax or
retention by said Comptroller for refunds and to redeem dishonored checks and
drafts, to the extent such charges and retention are authorized or required by
law.
"Outstanding" - When used in this Resolution with respect to Bonds or
Parity Obligations, as the case may be, means, as of the date of determination,
all Bonds and Parity Obligations theretofore sold, issued and delivered by the
Corporation, except:
(1) those Bonds or Parity Obligations canceled or
delivered to the transfer agent or registrar for cancellation in
connection with the exchange or transfer of such obligations;
(2) those Bonds or Parity Obligations paid or deemed
to be paid in accordance with the provisions of Section 24 by the
irrevocable deposit with the Paying Agent/Registrar of money or
Government Obligations, or both, in the amount necessary to fully
pay the principal of, premium, if any, and interest thereon to
maturity or redemption, as the case may be, provided that, if such
Bonds or Parity Obligations are to be redeemed, notice of
redemption thereof shall have been duly given pursuant to the
resolution authorizing the issuance of such Bonds or Parity
Obligations or irrevocably provided to be given to the satisfaction
of the Paying Agent/Registrar, or waived; and.
(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 any Additional
Obligations.
"Pledged Revenues" - Collectively means (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 for the payment and security of
Parity Obligations.
"Required Reserve" - The amount required to be accumulated and
maintained in a Reserve Fund under the provisions of Section 14 hereof.
"Sales Tax" - The local sales and use tax authorized under Chapter 505
of the Act, approved at an election held on November 2, 1993, and the effective
40536514.5 / 11402170 15
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.
SECTION 11. Pledge. The Corporation hereby covenants and agrees that the Pledged
Revenues, with the exception of those in excess of the amounts required for the payment and
security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of
the Bonds and Additional Obligations, if issued, including the establishment and maintenance of
the special funds created and established in this Resolution all as hereinafter provided. The
Corporation hereby resolves that the Parity Obligations shall constitute a first lien on the
Pledged Revenues in accordance with the terms of this Resolution and any resolution
authorizing the issuance of Additional Bonds, which lien shall be valid and binding and fully
perfected from and after the date of adoption of this Resolution without physical delivery or
transfer or transfer of control of the Pledged Revenues, the filing of this Resolution or any other
act; all as provided in Texas Government Code, Chapter 1208, as amended.
Texas Government Code, Chapter 1208, as amended, applies to the issuance of the
Bonds and the pledge of the Pledged Revenues granted by the Corporation under this Section
10, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any
time while the Bonds are Outstanding such that the pledge of the Pledged Revenues granted by
the Corporation under this Section 11 is to be subject to the filing requirements of Texas
Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the
Corporation agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Texas Business and Commerce
Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge
to occur.
SECTION 12. Pledged Revenue Fund. The Corporation has previously established the
"Pledged Revenue Fund" at a Depository for the deposit of the Pledged Revenues as received
by the Corporation and hereby covenants and agrees maintain such Pledged Revenue Fund for
so long as the Bonds and any Additional Bonds, if issued, remain Outstanding. All Pledged
Revenues deposited to the credit of such Fund shall be accounted for separate and apart from
all other revenues, receipts and income of the Corporation and, with respect to the Gross Sales
Tax Revenues, the Corporation shall further account for such funds separate and apart from the
other Pledged Revenues deposited to the credit of the Pledged Revenue Fund. All Pledged
Revenues deposited to the credit of the Pledged Revenue Fund shall be appropriated and
expended to the extent required by this Resolution or any resolution authorizing the issuance of
any Parity Obligations 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, if any, to establish and maintain the Required Reserve in
accordance with the provisions of this Resolution and any resolution authorizing
the issuance of Parity Obligations;
40536514.5 / 11402170 16
Third: To the payment of the amounts required to be deposited in any
other fund or account required by any resolution authorizing the issuance of
Parity Obligations; and
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a lien on
the Pledged Revenues subordinate to the lien created herein on behalf of any
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 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 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) Establishment. A Reserve Fund shall not be required
to be established or maintained by the Corporation for the payment of the Bonds or any other
Parity Obligations so long as the Pledged Revenues for a Fiscal Year (calculated annually on or
before the date that is 6 months after the end of the Fiscal Year and for which audited financial
statements of the Corporation have been prepared and accepted) equal or exceed one hundred
fifty per cent (150 %) of the maximum debt service requirements of the outstanding Parity
Obligations. If any such calculation reflects that the Pledged Revenues do not exceed 150% of
the maximum debt service requirements of the then outstanding Parity Obligations, the
Corporation shall be obligated to establish and maintain on the books of the Corporation a
separate fund or account designated as the Reserve Fund. Upon being established and except
as provided in below, the amount on deposit to the credit of the Reserve Fund shall be
maintained for the benefit of the owners of the Parity Obligations. Monies or investments held in
the Reserve Fund shall be used for the purpose of retiring the last of the Parity Obligations as
they become due or paying principal of and interest on the Parity Obligations when and to the
extent the amounts in the Bond Fund are insufficient for such purpose.
When a Reserve Fund is required to be established as noted above and while the same
is required to be maintained, the Required Reserve to be accumulated and maintained in such
Reserve Fund shall be equal to the maximum annual Debt Service (calculated on a Fiscal Year
40536514.5 / 11402170 17
basis) for all Parity Obligations then Outstanding, as determined on the date of calculation of the
Pledged Revenues. The Required Reserve shall be established and maintained with Pledged
Revenues, the proceeds of sale of Parity Obligations, by depositing to the credit of the Reserve
Fund one or more surety bonds issued by a company or institution having a rating in one of the
two highest rating categories by two nationally recognized rating agencies or services, or by
making monthly deposits from lawfully available funds on or before the 15 day of each month
following the determination of the need to fund a Reserve Fund, of not less than 1 /60th of the
Required Reserve.
If a Reserve Fund has been established and if on the date of the calculation of the
Pledged Revenues for two (2) consecutive calculation periods the calculation of the Pledged
Revenues reflects that the Pledged Revenues were at least equal to 150% of the maximum
annual debt service on the then outstanding Parity Obligations, the money in the Reserve Fund
can be released and used by the Corporation for any lawful purpose that is consistent with the
provisions of the Act and any applicable federal income tax requirements related to the tax -
exempt status of the Parity Obligations and the Reserve Fund will no longer need to be
maintained unless and until future calculations reflect that the Pledged Revenues were not at
least equal to 150% of the maximum annual debt service on the then outstanding Parity
Obligations in which event the Reserve Fund shall be reinstated and funded as set forth above.
This process is intended to be followed during the time any of the Bonds are outstanding.
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, if any, such
deficiency shall be cured as soon as possible from the next available Pledged Revenues, or
from any other sources available for such purpose.
SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, the
Treasurer of the Corporation (or other designated financial officer of the Corporation) shall
cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
and, if necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly
as each installment of interest and principal of the Bonds accrues or matures; such transfer of
funds to be made in such manner as will cause immediately available funds to be deposited with
the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the
date of payment for the Bonds.
SECTION 17. Investments - Security of Funds.
(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 (Texas Government Code, Chapter 2256, as amended),
including investments held in book -entry form; provided that all such deposits and investments
shall be made in such a manner that the money required to be expended from any Fund will be
available at the proper time or times 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 forty -five (45) days of the close of each Fiscal Year and,
with respect to investments held for the account of the Reserve Fund, within forty -five (45) days
of the date of passage of each authorizing document of the Corporation 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
40536514.5 / 11402170 18
appropriate account of the Bond Fund. All such investments shall be sold promptly when
necessary to prevent any default in connection with the Parity Obligations.
(b) Money deposited to the credit of the Pledged Revenue Fund, Bond Fund
and Reserve Fund, if any, to the extent not invested and not otherwise insured by the Federal
Deposit Insurance Corporation or similar agency, shall be secured by in a manner permitted by
the Public Funds Collateral Act (Texas Government Code, Chapter 2257, as amended).
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:
(a) The Treasurer of the Corporation (or other officer of the Corporation then
having the primary responsibility for the financial affairs of the Corporation) shall have executed
a certificate stating that, to the best of his or her knowledge and belief, the Corporation is not
then in default as to any covenant, obligation or agreement contained in any resolution
authorizing the issuance of Parity Obligations.
(b) 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 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 resolution authorizing the Additional
Obligations were equal to not less than 1.25 times the maximum annual Debt Service for all
Parity Obligations then Outstanding and after giving effect to the issuance of the Additional
Obligations then being issued.
(c) 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
resolution authorizing the issuance of Additional Bonds, the Corporation hereby expressly
retains the right to issue or create any debt payable from and 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 the payment of such
obligations is junior and subordinate to the lien and pledge established, made and created in
Sections 11 of this Resolution with respect to the Pledged Revenues to the payment and
security of the Parity Obligations.
40536514.5 / 11402170 19
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 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 the provisions 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 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
40536514.5 / 11402170 20
under any other evidence of indebtedness, or of any event which, with notice or lapse of time, or
both, would constitute a failure of the Corporation to comply with the provisions of this
Resolution or if, in the opinion of the accountants, any such failure to comply with a covenant or
agreement hereof, a statement as to the nature and status thereof shall be included.
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 120 days
following the close of each Fiscal Year insofar as is possible.
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 23. Representations as to Security for the Bonds.
(a) The Corporation represents and warrants that, except for the the Parity
Obligations, the Pledged Revenues are and will be and remain free and clear of any pledge,
lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the
pledge and lien created in or authorized by this Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid
and legally enforceable obligations of the Corporation in accordance with their terms and the
terms of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any
laws affecting creditors' rights generally.
(c) The Corporation shall at all times, to the extent permitted by law, defend,
preserve and protect the pledge of the Pledged Revenues and all the rights of the Holders
against all claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to
take, all steps reasonably necessary and appropriate to collect all delinquencies in the collection
of the Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged
Revenues, as herein set forth, are established and shall be for the equal benefit, protection and
security of the owners and holders of Parity Obligations without distinction as to priority and
rights under this Resolution.
(f) The Parity Obligations shall constitute special obligations of the
Corporation, payable solely from, and equally and ratably secured by a parity pledge of and lien
on, the Pledged Revenues, and not from any other revenues, properties or income of the
Corporation; such pledge of and lien on the Pledged Revenues being junior and subordinate to
the pledge of and lien on the Pledged Revenues securing the payment of the Priority Bonds.
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,
40536514.5 / 11402170 21
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturities thereof. 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 Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)
years after the Stated Maturity of the Bonds such moneys were deposited and are held in trust
to pay shall, upon the request of the Corporation, be remitted to the Corporation against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from
the Paying Agent/Registrar to the Corporation shall be subject to any applicable unclaimed
property laws of the State of Texas.
SECTION 25. Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section. The Corporation, may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Resolution in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Corporation may, with the written consent from the
owners holding a majority in aggregate principal amount of the Parity Obligations then
Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Resolution;
provided that, without the written consent of all Holders of Outstanding Bonds effected, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds or Parity Obligations, as the case may be, required to be held for consent to any such
amendment, addition, or 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
40536514.5 / 11402170 22
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 27. 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 28. Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation.
SECTION 29. Covenants Regarding tax - exempt Status.
(a) Definitions. When used in this Section, the following terms have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
40536514.5 / 11402170 23
"Computation Date" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b)
of the Regulations, and any replacement proceeds as defined in Section
1.148 -1(c) of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The Corporation shall not use,
permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the
acquisition, construction or improvement of which is to be financed directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest
on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of
the owner thereof for federal income tax purposes. Without limiting the generality of the
foregoing, unless and until the Corporation receives a written opinion of counsel nationally
recognized in the field of municipal 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
refinance the costs of the projects financed with the Refunded Bonds for and on behalf of the
City, a political subdivision of the State of Texas and, in connection therewith, the City in its
approval of the issuance of the Bonds has agreed that, except as permitted by Section 141 of
the Code and the Regulations and rulings thereunder, the projects financed with the Refunded
Bonds shall at all times prior to the last Stated Maturity of Bonds:
(i) be exclusively owned, operated and maintained by the City, and
prohibits the City from using or permitting the use of such Gross Proceeds or any
property acquired, constructed or improved with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Bonds) 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
40536514.5 / 11402170 24
(ii) prohibits the City from directly or indirectly imposing or accepting
any charge or other payment for use of Gross Proceeds of the Bonds or for any
property the acquisition, construction or improvement of which is to be financed
or refinanced directly or indirectly with such Gross Proceeds (including property
financed with Gross Proceeds of the Refunded Bonds), other than taxes of
general application within the City or interest earned on investments acquired
with such Gross Proceeds pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the Corporation shall not use Gross
Proceeds of the Bonds to make or finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant, such Gross Proceeds are
considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved
with such Gross Proceeds is sold or leased to such person or entity in a transaction which
creates a debt for federal income tax purposes; (2) capacity in or service from such property is
committed to such person or entity under a take -or -pay, output or similar contract or
arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross
Proceeds or any property acquired, constructed or improved with such Gross Proceeds are
otherwise transferred in a transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section
148 of the Code and the Regulations and rulings thereunder, the Corporation shall not at any
time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in
any Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section
149(b) of the Code and the Regulations and rulings thereunder, the Corporation shall not take
or omit to take any action which would cause the Bonds to be federally guaranteed within the
meaning of Section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The Corporation shall timely file the information
required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or
such other form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in
Section 148(f) of the Code and the Regulations and rulings thereunder:
(i) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of
account separately and apart from all other funds (and receipts, expenditures
and investments thereof) and shall retain all records of accounting for at least six
years after the day on which the last outstanding Bond is discharged. However,
to the extent permitted by law, the Corporation may commingle Gross Proceeds
of the Bonds with other money of the Corporation, provided that the Corporation
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
40536514.5 / 11402170 25
(ii) Not Tess frequently than each Computation Date, the Corporation
shall calculate the Rebate Amount in accordance with rules set forth in Section
148(f) of the Code and the Regulations and rulings thereunder. The Corporation
shall maintain such calculations with its official transcript of proceedings relating
to the issuance of the Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the Corporation shall pay to the United States out of the Bond
Fund or its general fund, as permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds
equals (i) in the case of a Final Computation Date as defined in Section 1.148 -
3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount
on such date; and (ii) in the case of any other Computation Date, ninety percent
(90 %) of the Rebate Amount on such date. In all cases, the rebate payments
shall be made at the times, in the installments, to the place and in the manner as
is or may be required by Section 148(f) of the Code and the Regulations and
rulings thereunder, and shall be accompanied by Form 8038 -T or such other
forms and information as is or may be required by Section 148(f) of the Code and
the Regulations and rulings thereunder.
(iv) The Corporation shall exercise reasonable diligence to assure that
no errors are made in the calculations and payments required by paragraphs (2)
and (3), and if an error is made, to discover and promptly correct such error
within a reasonable amount of time thereafter (and in all events within one
hundred eighty (180) days after discovery of the error), including payment to the
United States of any additional Rebate Amount owed to it, interest thereon, and
any penalty imposed under Section 1.148 -3(h) of the Regulations.
(v) 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 Toss 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.
(vi) Elections. The Corporation hereby directs and authorizes the
President, Vice President and Secretary of the Board of Directors and Treasurer
of the Corporation, individually or jointly, to make elections permitted or required
pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Bonds, in the Certificate as to
Tax Exemption or similar or other appropriate certificate, form or document.
(vii) Bonds Not Hedge Bonds. (1) At the time the original bonds
refunded by the Bonds were issued, the Corporation reasonably expected to
spend at least 85% of the spendable proceeds of such bonds within three years
40536514.5 / 11402170 26
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.
(viii) Current Refunding. The Bonds are a current refunding of the
Refunded Bonds as the Bonds will be issued within 90 days of the redemption of
the Refunded Bonds.
SECTION 30. Sale of Bonds — Official Statement Approval. Pursuant to a public sale for
the Bonds, the bid submitted by Bank of America Merrill Lynch (herein referred to as the
"Underwriters ") is declared to be the best bid received producing the lowest true interest cost
rate to the Corporation, and the sale of the Bonds to said Underwriters at the price of par plus a
cash premium of $517,278.15, is hereby determined to be in the best interests of the
Corporation and is approved and confirmed. Delivery of the Bonds to the Underwriters shall
occur as soon as possible upon payment being made therefor in accordance with the terms of
sale. The Initial Bond shall be registered in the name as provided in the winning bid.
Furthermore, the use of the Preliminary Official Statement in connection with the public
offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The
final Official Statement reflecting the terms of sale (together with such changes approved by the
President, Vice President or Secretary of the Board of Directors, or Treasurer of the
Corporation, any one or more of said officials), shall be and is hereby in all respects approved
and the Purchasers are hereby authorized to use and distribute said final Official Statement,
dated May 6, 2014, in the offering, sale and delivery of the Bonds to the public. The President
and Secretary of the Board of Directors of the Corporation 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 Official Statement in
the final form and content manually executed by said officials shall be deemed to be approved
by the Board of Directors and constitute the Official Statement authorized for distribution and
use by the Purchasers.
SECTION 31. Approval and Execution of Escrow Agreement. (a) The "Escrow
Agreement" (the "Agreement ") by and between the Corporation and The Bank of New York
Mellon Trust Company, National Association, Dallas, Texas (the "Escrow Agent "), 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 Agreement in substantially the
form and substance attached hereto, together with such changes or revisions as may be
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 of the Corporation 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.
(b) 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
escrowed securities referenced in the Agreement, if any, 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 2014 SOUTHLAKE PARKS DEVELOPMENT CORPORATION REFUNDING BOND
ESCROW FUND" (the "Escrow Fund "); all as contemplated and provided in Act, this Resolution
and the Agreement.
40536514.5 / 11402170 27
SECTION 32. Redemption of Refunded Bonds.
(a) The Series 1997 Refunded Bonds shall be redeemed and the same are
hereby called for redemption on June 9, 2014, at the price of par and accrued interest to the
date of redemption. The Secretary of the Board of Directors the Corporation 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 The Bank of New York Mellon Trust Company,
N.A. (successor paying agent/registrar to Texas Commerce Bank National Association), in
accordance with the redemption provisions applicable to such bonds; such suggested form of
notice of redemption being attached hereto as Exhibit C and incorporated herein by reference
as a part of this resolution for all purposes.
(b) The Series 2005 Refunded Bonds shall be redeemed and the same are
hereby called for redemption on August 15, 2014, at the price of par and accrued interest to the
date of redemption. The Secretary of the Board of Directors the Corporation 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 Bank of America, N.A. (the current paying
agent/registrar for the Series 2005 Refunded Bonds), in accordance with the redemption
provisions applicable to such bonds; such suggested form of notice of redemption being
attached hereto as Exhibit D and incorporated herein by reference as a part of this resolution
for all purposes.
(c) The Series 2006 Refunded Bonds are hereby called for redemption on
August 15, 2014, at the price of par and accrued interest to the date of redemption. The
Secretary of the Board of Directors the Corporation 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 Regions Bank (the current paying agent/registrar for the Series 2006
Refunded Bonds), in accordance with the redemption provisions applicable to such bonds; such
suggested form of notice of redemption being attached hereto as Exhibit E and incorporated
herein by reference as a part of this resolution for all purposes.
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 Bonds; 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 Refunded Bonds and this Resolution.
SECTION 33. Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of $16,340,473.64 shall be deposited to the credit of the Escrow
Fund. The balance of the proceeds of sale of the Bonds shall be expended to pay costs of
issuance and any excess amount budgeted for such purpose shall be deposited to the credit of
the Bond Fund.
On or immediately prior to the date of the delivery of the Bonds to the Purchasers, the
President of the Board of Directors or the Treasurer shall cause to be deposited with the Escrow
Agent from moneys on deposit in the interest and sinking funds maintained for the Refunded
Bonds the sum of $1,319,196.05, which, together with proceeds of sale, will be sufficient to pay
in full the Refunded Bonds to be redeemed on their respective redemption dates.
40536514.5 / 11402170 28
SECTION 34. 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.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
The Corporation shall provide annually to the MSRB (1) within six months after the end
of each fiscal year, beginning in or after 2014, financial information and operating data with
respect to the Corporation of the general type included in Official Statement and described in
Exhibit F hereto, and (2) if not provided as part of such financial information and operating data,
audited financial statements of the Corporation, when and if available. Any financial statements
so provided shall be prepared in accordance with the accounting principles described in
Exhibit F hereto, or such other accounting principles as the Corporation may be required to
employ from time to time pursuant to state law or regulation, and 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 the Corporation changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the Corporation otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events.
The Corporation shall provide notice of any of the following events with respect to the
Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of
the event:
(1) Principal and interest payment delinquencies;
(2) Non - payment related defaults, if material;
(3) Unscheduled .draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
40536514.5 / 11402170 29
(IRS Form 5701 -TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting
the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Bonds, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the Corporation,
which shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
Corporation or the sale of all or substantially all of its assets, other than in
the ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
and
(14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material.
For these purposes, any event described in item 12 of the immediately preceding
paragraph is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the Corporation in a proceeding under the United
States Bankruptcy Code or in any other proceeding under state or federal law in which a court
or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the Corporation, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Corporation.
The Corporation shall notify the MSRB, in a timely manner, of any failure by the
Corporation to provide financial information or operating data in accordance with subsection (b)
of this Section by the time required by such Section.
(d) Filings with the MSRB.
All financial information, operating data, financial statements, notices and other
documents provided to the MSRB in accordance with this Section shall be provided in an
electronic format prescribed by the MSRB and shall be accompanied by identifying information
as prescribed by the MSRB.
40536514.5 / 11402170 30
(e) Limitations, Disclaimers, and Amendments.
The Corporation shall be obligated to observe and perform the covenants specified in
this Section for so long as, but only for so long as, the Corporation remains an "obligated
person" with respect to the Bonds within the meaning of the Rule, except that the Corporation in
any event will give the notice required by subsection (c) of this Section of any Bond calls and
defeasance that cause the Corporation to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds; and, nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Corporation
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section. Except as expressly
provided within this Section, the Corporation does not undertake to provide any other
information, whether or not it may be relevant or material to a complete presentation of the
Corporation's financial results, condition, or prospects; nor does the Corporation undertake to
update any information provided in accordance with this Section or otherwise. Furthermore, the
Corporation does not make any representation or warranty concerning such information or its
usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the Corporation in observing or performing its obligations under this
Section shall constitute a breach of or default under this Resolution for purposes of any other
provision of this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Corporation under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the Corporation from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the Corporation, but only if (1) the provisions of this Section, as so
amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering
of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Resolution that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that
such amendment will not materially impair the interests of the Holders and beneficial owners of
the Bonds. The provisions of this Section may also be amended from time to time or repealed
by the Corporation if the SEC amends or repeals the applicable provisions of the Rule or a court
of final jurisdiction determines that such provisions are invalid, but only if and to the extent that
40536514.5 / 11402170 31
reservation of the Corporation's right to do so would not prevent underwriters of the initial public
offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the
Corporation so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided pursuant to subsection (b) of this Section
an explanation, in narrative form, of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
SECTION 35. Further Procedures. Any one or more of the President, Vice President or
Secretary of the Board of Directors or the Treasurer of the Corporation are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all
such acts and things and to execute, acknowledge and deliver in the name and on behalf of the
Corporation all agreements, instruments, certificates or other documents, whether mentioned
herein or not, as may be necessary or desirable in order to carry out the terms and provisions of
this Resolution and the issuance of the Bonds. In addition, prior to the initial delivery of the
Bonds, the President, Vice President or Secretary of the Board of Directors or the Treasurer of
the Corporation or Bond Counsel to the Corporation are each hereby authorized and directed to
approve any changes or corrections to this Resolution or to any of the documents authorized
and approved by this Resolution: (i) in order to cure any ambiguity, formal defect, or omission in
the Resolution or such other document; or (ii) as requested by the Attorney General of the State
of Texas or his representative to obtain the approval of the Bonds by the Attorney General and if
such officer or counsel determines that such changes are consistent with the intent and purpose
of the Resolution, which determination shall be final. In the event that any officer of the
Corporation whose signature shall appear on any document shall cease to be such officer
before the delivery of such document, such signature nevertheless shall be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
SECTION 36. Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski LLP, 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.
SECTION 37. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the
legality thereof and neither the Corporation nor attorneys approving said Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive
Bonds.
SECTION 38. 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 the
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
40536514.5 / 11402170 32
purchasers and, together with the Corporation's financial advisor, general counsel, bond
counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of
the Initial Bond(s) to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 39. Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 40. Incorporation of Findings and Determinations. The findings and
determinations of the Board of Directors contained in the preamble hereof are hereby
incorporated by reference and made a part of this Resolution for all purposes as if the same
were restated in full in this Section.
SECTION 41. 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 42. 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 43. Severability. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
SECTION 44. 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 45. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 46. Effective Date. This Resolution shall be in force and effect from and after
its passage on the date shown below.
[remainder of page left blank intentionally]
40536514.5 / 11402170 33
PASSED AND ADOPTED, this May 6, 2014.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
, ill_dit .
'resident, B• . rd • Di -ctors
ATTEST:
L op
t L41CI&
Secretary, Boa 4of Directors
(Corporate Seal)
40536514.5 / 11402170 S-1
EXHIBIT A
PAYING AGENT /REGISTRAR AGREEMENT
40536514.5 / 11402170 A-1
PAYING AGENT /REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of May 6, 2014 (this "Agreement "), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank ") and the
Southlake Parks Development Corporation (the "Issuer "),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
"Southlake Parks Development Corporation, Sales Tax Revenue Refunding Bonds, Series
2014" (the "Securities "), dated May 15, 2014, such Securities scheduled to be delivered to the
initial purchasers thereof on or about June 5, 2014; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
40542907.2/11402170
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means First Southwest Company.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date ", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer ", when used with respect to the Bank, means the
Chairman or Vice - Chairman of the Board of Directors, the Chairman or
Vice - Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
40542907.2/11402170 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
First Class /Registered /Certified Express Delivery /Courier By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and /or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
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
40542907.2/11402170 3
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
40542907.2/11402170 4
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(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,
40542907.2/11402170 5
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile
or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account /Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
40542907.2/11402170 6
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal
corporate office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements ", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
40542907.2/11402170 7
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severabilitv. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
40542907.2/11402170 8
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
40542907.2/11402170 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Attest: Address: 2001 Bryan Street, 11 Floor
Dallas, Texas 75201
Title:
[signature page to Paying Agent/Registrar Agreement — signatures continue on next page]
40542907.2/11402170 S-1
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
By:
President, Board of Directors
Address: 1400 Main Street
Southlake, Texas 76092
Attest:
Secretary, Board of Directors
[signature page to Paying Agent/Registrar Agreement]
40542907.2/11402170 S-2
EXHIBIT B
ESCROW AGREEMENT
40536514.5 / 11402170 B-1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement ") is made and entered into as of May 6,
2014, by and between the Southlake Parks Development Corporation (the "Issuer ") and The
Bank of New York Mellon Trust Company, N.A., a banking association organized and existing
under the laws of the United States of America, or its successors or assigns hereunder (the
"Escrow Agent ").
WITNESSETH:
WHEREAS, the Issuer has heretofore issued, sold and delivered, and there is currently
outstanding obligations of the following issues (collectively, the "Refunded Obligations "), to wit:
(i) Southlake Parks Development Corporation Refunding and Improvement
Sales Tax Revenue Bonds, Series 1997, dated February 15, 1997,
maturing on August 15 in each of the years 2014 through 2021, inclusive,
and aggregating in principal amount $1,305,000 (the "Series 1997
Refunded Bonds ");
(2) Southlake Parks Development Corporation Sales Tax Third Lien Revenue
Refunding Bonds, Series 2005, dated March 15, 2005, maturing on
August 15 in each of the years 2014 through 2027, inclusive, and
aggregating in principal amount $12,825,000 (the "Series 2005 Refunded
Bonds "); and
(3) Southlake Parks Development Corporation Sales Tax Subordinate Lien
Revenue Bonds, Series 2006, dated January 15, 2006, maturing on
August 15 in each of the years 2014 through 2025, inclusive, and
aggregating in principal amount $3,165,000 (the "Series 2006 Refunded
Bonds ");
WHEREAS, in accordance with the provisions of Texas Government Code,
Chapter 1207, as amended (the "Act "), the Issuer is authorized to sell refunding bonds in an
amount sufficient to provide for the full and complete payment of obligations, deposit the
proceeds of such refunding bonds with any place of payment for the obligations being refunded,
or other authorized depository, 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; and
WHEREAS, the Issuer on May 6, 2014, pursuant to a resolution duly passed and
adopted by the Board of Directors of the Issuer (the "Resolution "), authorized the issuance of
bonds known as "Southlake Parks Development Corporation Sales Tax Revenue Refunding
Bonds, Series 2014," dated May 15, 2014 (the "Bonds "), and such Bonds are being issued to
refund, discharge and make final payment of the principal of and interest on the Refunded
Obligations; and
WHEREAS, proceeds of sale of the Bonds are to be deposited with the Escrow Agent
under this Agreement, which deposit of funds will be sufficient to pay and redeem in full (i) the
Series 1997 Refunded Bonds on June 9, 2014 and (ii) the Series 2005 Refunded Bondsa and
the Series 2006 Refunded Bonds on August 15, 2014 (collectively, the "Payment Dates ");
40628127.1/11402170
NOW, THEREFORE, in consideration of the mutual agreements herein contained and
the payment to the Escrow Agent of the amounts provided in Section 11 hereof, and to secure
the payment of the principal of and the interest on the Refunded Obligations, the Issuer and the
Escrow Agent hereby agree as follows:
SECTION 1: There is hereby created by the Issuer and the Escrow Agent a special
segregated and irrevocable trust fund designated "2014 SOUTHLAKE PARKS DEVELOPMENT
CORPORATION SALES TAX REVENUE REFUNDING BOND ESCROW FUND" (the "Escrow
Fund ") for the benefit of the holders of the Refunded Obligations, and, immediately following the
delivery of the Bonds, the Issuer agrees and covenants to cause to be deposited with the
Escrow Agent for the credit of the Escrow Fund the sum of $17,659,669.69.
The Escrow Agent agrees to establish such Escrow Fund and further agrees to receive
said moneys, apply the same as set forth herein, and to hold the cash and investments, if any,
deposited and credited to the Escrow Fund for application and disbursement for the payment
and redemption of the Refunded Obligations on the respective Payment Dates.
SECTION 2: The Issuer represents that the cash deposited to the credit of the Escrow
Fund will be sufficient to pay and redeem in full all the Refunded Obligations on the respective
Payment Dates.
FURTHERMORE, the Escrow Agent acknowledges receipt of a copy of the Resolution
which provides for the redemption of the Series 1997 Refunded Bonds on June 9, 2014 at the
redemption price of par plus accrued interest to the date of redemption; all in accordance with
the provisions of the notice requirements applicable thereto and the notice requirements
contained in the resolution authorizing the issuance of the Series 1997 Refunded Bonds.
The Escrow Agent agrees to cause a notice of redemption pertaining to the Series 1997
Refunded Bonds to be sent to the registered owners thereof appearing on the registration books
at least thirty (30) days prior to the redemption date therefor.
SECTION 3: The Escrow Agent agrees that all cash and /or investments held in the
Escrow Fund shall constitute dedicated interest and sinking funds for the payment of the
principal of and interest on the Refunded Obligations which will become due on and after the
date of this Agreement, and such funds deposited in the Escrow Fund shall be applied solely in
accordance with the provisions of this Agreement.
SECTION 4: If, for any reason, the funds on hand in the Escrow Fund shall be
insufficient to pay the redemption price of the Refunded Obligations on the respective Payment
Dates, the Issuer shall make deposits to the Escrow Fund, from lawfully available funds, of
additional funds in the amounts required to make such payment. Notice of any such
insufficiency shall be immediately given by the Escrow Agent to the Issuer by the fastest means
possible, but the Escrow Agent shall in no manner be responsible for the Issuer's failure to
make such deposit.
SECTION 5: The Escrow Agent represents that the deposit covered by this Agreement
shall constitute firm banking arrangements to insure payment of the Refunded Obligations and
such deposit is collateralized to insure against any loss or diminution by virtue of any action of
the Escrow Agent or as a result of its lack of financial integrity and such deposit, if not invested
pursuant to Section 10 hereof, will 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
40628127.1/11402170 2
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation.
SECTION 6: The Escrow Agent shall, without further direction from anyone, including
the Issuer, cause to be paid with funds on deposit in the Escrow Fund the amount required to
pay the principal and accrued interest on the Refunded Obligations due and payable on the
respective Payment Dates and the amount withdrawn from the Escrow Fund shall be
immediately transmitted and deposited with the paying agents for each respective series of
Refunded Obligations to be paid with such amounts. The paying agent for the Series 1997
Refunded Bonds is the Escrow Agent. The paying agent for the Series 2005 Refunded Bonds
is Bank of America, N.A. The paying agent for the Series 2006 Refunded Bonds is Regions
Bank.
If any Series 1997 Refunded Bond or interest coupon 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 Escrow Agent in trust for that purpose sufficient and available to
pay the principal of such Series 1997 Refunded Bond and interest thereon it shall be the duty of
the Escrow Agent to hold said cash without liability to the holder of such Series 1997 Refunded
Bond for interest thereon after such maturity or redemption date, in trust for the benefit of the
holder of such Series 1997 Refunded Bond, who shall thereafter be restricted exclusively to said
cash for any claim of whatever nature on his part on or with respect to said Series 1997
Refunded Bond, 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 Series
1997 Refunded Bonds, including interest thereon, shall be applied to and used solely for the
payment of the Series 1997 Refunded Bonds and interest thereon with respect to which such
cash has been so set aside in trust.
SECTION 7: All Series 1997 Refunded Bonds cancelled on account of payment by the
Escrow Agent shall be cremated or otherwise destroyed by the Escrow Agent, and an
appropriate certificate of destruction furnished the Issuer.
SECTION 8: The escrow created hereby shall be irrevocable and the holders of the
Refunded Obligations shall have an express lien on all moneys 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 received by the
Escrow Agent for the account of the Issuer hereunder shall be and remain the property of the
Escrow Fund and the Issuer and the owners of the Refunded Obligations shall be entitled to a
preferred claim and shall have a first lien upon such funds enjoyed by a trust beneficiary. The
funds received by the Escrow Agent under this Agreement shall not be considered as a banking
deposit by the Issuer and the Escrow Agent and the Issuer shall have no right or title with
respect thereto, except as otherwise provided herein. Such funds shall not be subject to checks
or drafts drawn by the Issuer.
SECTION 9: The Escrow Agent shall have no lien whatsoever upon any of the moneys
in the Escrow Fund for payment of services rendered hereunder, services rendered as paying
agent for the Refunded Obligations, or for any costs or expenses incurred hereunder and
reimbursable from the Issuer.
SECTION 10: Pending the disbursement of moneys held in the Escrow Fund, amounts
deposited to the credit of the Escrow Fund may be invested at the direction of the Issuer in
40628127.1/11402170 3
direct obligations of the United States of America which mature on or before the respective
Payment Dates and are not subject to prior redemption. All earnings realized from the
investment of such funds will be remitted to the Issuer immediately following the receipt thereof
by the Escrow Agent. No investment of funds deposited to the credit of the Escrow Fund shall
be made on or after the scheduled redemption dates of the Refunded Obligations. Except as
authorized and permitted in this Section, neither the Issuer nor the Escrow Agent shall invest
any moneys deposited in the Escrow Fund.
SECTION 11: The Issuer agrees to deposit with the Escrow Agent on the date of
delivery of the Bonds the sum of $ and the Escrow Agent acknowledges and agrees that
such amount is and represents the total amount of compensation due the Escrow Agent for the
administration of this Agreement.
The Issuer agrees to deposit with the Escrow Agent on the effective date of this
Agreement, the sum of $ , which represents $300 due the Escrow Agent as paying agent
for the Series 1997 Refunded Bonds, $ due to Bank of America, N.A. as paying agent for
the Series 2005 Refunded Bonds and $300 due to Regions Bank as paying agent for the Series
2006 Refunded Bonds. The Escrow Agent acknowledges and agrees to transfer $_ to Bank
of America, N.A. and $300 to Regions Bank. The Escrow Agent acknowledges and agrees that
$300 is and represents the total amount of compensation due the Escrow Agent for services
rendered as paying agent for the Series 1997 Refunded Bonds. The Escrow Agent hereby
agrees to pay, assume and be fully responsible for any additional charges that it may incur in
the performance of its duties and responsibilities as paying agent for the Series 1997 Refunded
Bonds.
SECTION 12: The Escrow Agent shall not be responsible for any recital herein, except
with respect to its organization, its powers and authority and to the safety and security of the
deposit of funds to be made by the Issuer hereunder. As to the existence or nonexistence of
any fact relating to the Issuer or as to the sufficiency or validity of any instrument, paper or
proceedings relating to the Issuer, the Escrow Agent shall be entitled to rely upon a certificate
signed on behalf of the Issuer by the Secretary as sufficient evidence of the facts therein
contained. The Escrow Agent may accept a certificate of the Secretary under the Issuer'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 Issuer, 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 Escrow Agent shall be determined solely by the
express provisions of this Agreement and the Escrow Agent 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 Escrow Agent.
To the extent permitted by law, the Issuer agrees to indemnify the Escrow Agent for, and
hold it harmless against, any loss, liability or expense incurred by the Escrow Agent without
negligence or bad faith on the Escrow Agent's part, arising out of or in connection with its
acceptance or administration of the Escrow Agent's duties hereunder, including the cost and
expense (including the Escrow Agent's counsel fees) of defending against any claim or liability
in connection with the exercise or performance of any of the Escrow Agent's power or duties
under this Agreement.
In the absence of bad faith on the part of the Escrow Agent, the Escrow Agent may
conclusively rely, as to the truth of the statements and the correctness of the opinions
40628127.1/11402170 4
expressed therein, upon any certificate or opinion furnished to the Escrow Agent, 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 Escrow Agent, the Escrow Agent shall be
under a duty to examine the same to determine whether it conforms to the requirements of this
Agreement.
The Escrow Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Escrow Agent unless it shall be proved that the Escrow
Agent was negligent in ascertaining or acting upon the pertinent facts. The Escrow Agent shall
not be responsible or liable to any person in any manner whatever for the sufficiency,
correctness, genuineness, effectiveness, or validity of the deposits made pursuant to this
Agreement, or for the form or execution thereof, or for the identity or authority of any person
making or executing such deposits.
The term "Responsible Officers" of the Escrow Agent, 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 Treasurer and
any Assistant Treasurer, and every other officer and assistant officer of the Escrow Agent
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
Escrow Agent, as used in this Agreement, shall mean and include any of said officers or
persons.
SECTION 13: This Agreement is between the Issuer and the Escrow Agent only and in
connection therewith the Escrow Agent is authorized by the Issuer to rely upon the
representations of the Issuer with respect to this Agreement and the deposits made pursuant
hereto and as to this Issuer's right and power to execute and deliver this Agreement, and the
Escrow Agent shall not be liable in any manner as a result of such reliance. The duty of the
Escrow Agent hereunder shall only be to the Issuer and the holders of the Refunded
Obligations. In the event conflicting demands or notices are made upon the Escrow Agent
growing out of or relating to this Agreement or the Escrow Agent in good faith is in doubt as to
what action should be taken hereunder, the Escrow Agent 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 in the State of Texas requiring all persons involved to
interplead and litigate in such court their several claims and rights among
themselves.
In the event the Escrow Agent becomes involved in litigation in connection with this
Section, the Issuer, to the extent permitted by law, agrees to indemnify and save the Escrow
Agent harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred
by the Escrow Agent as a result thereof. The obligations of the Escrow Agent under this
Agreement shall be performable at the principal corporate office of the Escrow Agent in the City
of Dallas, Texas.
40628127.1/11402170 5
The Escrow Agent may advise with legal counsel 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 Escrow Agent, no liability shall be incurred
by the Escrow Agent for any action taken pursuant to this Section and the Escrow Agent 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 14: Time shall be of the essence in the performance of obligations from time
to time imposed upon the Escrow Agent by this Agreement.
SECTION 15: Following the final payment and redemption of the Refunded Obligations,
the Escrow Agent shall forward by letter to the Issuer, to the attention of the Finance Director of
the Issuer, or other designated official of the Issuer, a final accounting statement with respect to
the payment and discharge of the Refunded Obligations, together with all cancelled Refunded
Obligations in the Escrow Agent's possession.
SECTION 16: Any notice, order, request or 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
1400 Main Street
Southlake, Texas 76092
Attention: Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
Attention: Issuer Administrative Services
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 17: Whenever under the terms of this Agreement the performance dates of
any provision hereof, including the dates 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 Escrow Agent 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 dates but may performed
or paid, as the case may be, on the next succeeding business day of the Escrow Agent with the
same force and effect as if made on the dates of performance or payment and with respect to a
payment, no interest shall accrue for the period after such dates.
SECTION 18: The Issuer 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 Issuer covenants that it is duly authorized under the Constitution and laws of
40628127.1 /11402170 6
the State of Texas to execute and deliver this Agreement, that all actions on 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, if any, in the hands of the holders and owners thereof are and will be valid and
enforceable obligations of the Issuer according to the import thereof as provided in this
Agreement.
SECTION 19: 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.
SECTION 20: This Agreement shall terminate either (i) when the Refunded Obligations
and coupons, if any, appertaining thereto have been paid and discharged in accordance with
the provisions of this Agreement or (ii) at the expiration of three (3) years after the last Payment
Date, whichever circumstance shall first occur. Subject to applicable unclaimed property laws of
the State, moneys held in the Escrow Fund at the termination of this Agreement shall be
remitted and transferred to the Issuer.
SECTION 21: Neither the Issuer nor the Escrow Agent shall assign or attempt to assign
or transfer any interest hereunder or any portion of any such interest. Any such assignment or
attempted assignment shall be in direct conflict with this Agreement and be without effect.
SECTION 22: This Agreement shall inure to the benefit of and be binding upon the
Escrow Agent and the Issuer and their respective successors.
SECTION 23: 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.
SECTION 24: None of the provisions of this Agreement shall require the Escrow Agent
to expend or risk its own funds or otherwise to incur and liability, financial or otherwise, in the
performance of its duties hereunder.
SECTION 25: This Agreement shall be governed by the laws of the State of Texas.
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40628127.1/11402170 7
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
SOUTHLAKE PARKS DEVELOPMENT
CORPORATION
President
ATTEST:
Secretary
40628127.1/11402170 S -1
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
Dallas, Texas, as Escrow Agent
By:
Title:
ATTEST:
By:
Title:
40628127.1/11402170 S -2
EXHIBIT C
NOTICE OF REDEMPTION
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
REFUNDING AND IMPROVEMENT SALES TAX REVENUE BONDS
SERIES 1997
Dated February 15, 1997
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
August 15, 2014 and aggregating in principal amount $1,305,000 have been called for
redemption on June 9, 2014 at the redemption price of par and accrued interest to the date of
redemption, such bonds being identified as follows:
Year of Principal Amount CUSIP
Maturity Outstanding Number
2014 $135,000
2017* $450,000
2021* $720,000
* term bonds
The above bonds shall become due and payable on June 9, 2014, 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 The Bank of New York Mellon Trust Company, N.A. (successor
paying agent/registrar to Texas Commerce Bank National Association) at its designated offices
at the following offices:
First Class/
Registered /Certified Express Delivery /Courier By Hand Only
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon Trust
Trust Company, N.A. Trust Company, N.A. Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
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.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 11 Floor
Dallas, Texas 75201
40536514.5 / 11402170 C-1
EXHIBIT D
NOTICE OF REDEMPTION
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
SALES TAX THIRD LIEN REVENUE REFUNDING BONDS
SERIES 2005
Dated March 15, 2005
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
August 15, 2014 and aggregating in principal amount $12,825,000 have been called for
redemption on August 15, 2014 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal Amount Year of Principal Amount
Maturity Outstanding Maturity Outstanding
2014 $690,000 2021 $930,000
2015 $725,000 2022 $1,175,000
2016 $750,000 2023 $1,220,000
2017 $785,000 2024 $1,270,000
2018 $820,000 2025 $945,000
2019 $855,000 2026 $985,000
2020 $890,000 2027 $785,000
ALL SUCH BONDS shall become due and payable on August 15, 2014, 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 thereof to Bank of America, N.A. at its designated office at the
following address:
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.
BANK OF AMERICA, N.A.
as Paying Agent/Registrar
40536514.5 / 11402170 D-1
EXHIBIT E
NOTICE OF REDEMPTION
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
SALES TAX SUBORDINATE LIEN REVENUE BONDS
SERIES 2006
Dated January 15, 2006
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
August 15, 2014 and aggregating in principal amount $3,165,000 have been called for
redemption on August 15, 2014 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal Amount CUSIP Year of Principal Amount CUSIP
Maturity Outstanding Number Maturity Outstanding Number
2014 $210,000 2020 $265,000
2015 $220,000 2021 $275,000
2016 $225,000 2022 $290,000
2017 $235,000 2023 $300,000
2018 $245,000 2024 $315,000
2019 $255,000 2025 $330,000
ALL SUCH BONDS shall become due and payable on August 15, 2014, 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 thereof to Regions Bank at its designated office at the following
address: Regions Bank, 250 Riverchase Parkway East, 5th Floor, Hoover, Alabama 35244,
Attention: Corporate Trust Operations.
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.
Regions Bank
1717 McKinney Avenue, Suite 1200
Dallas, Texas 75202
40536514.5 / 11402170 E -1
EXHIBIT F
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 34 of this Resolution.
Annual Financial Information and Operating Data
The financial information and operating data with respect to the Corporation to be
provided annually in accordance with such Section are as specified (and included in Appendix B
or under the Tables of the Official Statement referred to) below:
1. Financial information of the general type included in the Official Statement as
Appendix B for the most recently concluded fiscal year.
2. The information included in Tables 1 through 3 of the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
40536514.5 / 11402170 F-1
WAIVER OF NOTICE AND CONSENT TO SPECIAL MEETING
That, in relation to a special meeting of the Board of Directors of the Southlake Parks
Development Corporation held on the 6 day of May, 2014, THE UNDERSIGNED MEMBER(S)
OF THE BOARD, who was (or were) absent therefrom, CERTIFY, REPRESENT AND
ACKNOWLEDGE that due notice of said meeting and the business to be transacted was
received in advance thereof and the undersigned HEREBY WAIVE any objection to the holding
of said special meeting and the transaction of all business at said meeting incident and related
to the issuance and sale of "Southlake Parks Development Corporation Sales Tax Revenue
Refunding Bonds, Series 2014 ", dated May 15, 2014, including the passage and adoption of a
resolution authorizing the issuance of such bonds.
EXECUTED AND DATED, the day of May, 2014.
SA L ( 4
Direc •
Director
Director
40628143.1/11402170