HomeMy WebLinkAboutEDC Reso 22-18 Sales Tax Revenue Bonds, Series 2018CERTIFICATE OF SECRETARY
THE STATE OF TEXAS
COUNTY OF TARRANT
� � EULESS DEVELOPMENT CORPORATION �
I, the undersigned, Deputy Secretary of the Euless Development Corporation (the
"Corporation"), DO HEREBY CERTIFY as follows:
1. On the 23rd day of October, 20 18, a regular meeting of the Board of Directors of
the Corporation (the "Board") was held at the Corporation's offices in the City of Euless, Texas;
the duly constituted members of the Board being as follows:
LINDA MARTIN
SONJA ADAMS
JA SON TURNER
JEREMY TOMPKINS
CARMEN DEITHLOFF
TIM STINNEFORD
LINDA EILENFELDT
CHAIRMAN
VICE CHAIRMAN
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
and all of said board members were present at said meeting, except: none. Among other business
considered at said meeting, the attached resolution entitled:
"A RE SOLUTION authorizing the issuance of "EULESS DEVELOPMENT
CORPORATION SALES TAX REVENUE BONDS, SERIES 20 1 8";
pledging certain "Pledged Revenues" of the Corporation, including "Gross
Sales Tax Revenues", to the payment of the principal of and interest on
such bonds and enacting other provisions incident and related to the
issuance, payment, security and delivery of such bonds, including the
approval and execution of a Paying Agent/Registrar Agreement and the
approval and distribution of an Official Statement; and providing an
effective date."
was introduced and submitted to the Board for passage and adoption. After presentation and due
consideration of the resolution and, upon a motion made and seconded, the resolution was duly
passed and adopted by the Board to be effective immediately by the following vote:
_7_ voted "For" _O __ voted "Against" _O_ abstained
all as shown in the official minutes of the Board for the meeting held on the aforesaid date.
2. The attached resolution is a true and correct copy of the original on file in the
official records of the Corporation; the duly qualified and acting members of the Board on the
date of the aforesaid meeting are those persons shown above and, according to the records of my
office, advance notice of the time, place and purpose of the meeting was given to each member
of the Board; and that said meeting, and the deliberation of the aforesaid public business, was
open to the public and written notice of said meeting, including the subj ect of the above entitled
resolution, was posted and given in advance thereof in compliance with the provisions of Texas
Government Code, Chapter 5 51, as amended.
73 544907. I I I 00034 7 528
IN WITNE SS WH EREOF, I have hereunto signed my name officially and affixed the
seal of said Corporation, this the 23rd day of October, 20 18.
Deputy
(Corporate Seal)
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734 75238. 51100034 7528
RE SOLUTION
AUTHORIZING THE ISSUANCE OF
EULESS DEVELOPMENT CORP ORATION
SALES TAX REVENUE BOND S
SERIES 20 18
Adopted: October 23, 20 18
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SEC TION 7.
SECTION 8.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SEC TION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23 .
SEC TION 24.
SECTION 25.
SEC TION 26.
SECTION 27.
SECTION 28.
SECTION 29.
SECTION 30.
SECTION 31.
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TABLE OF CONTENTS
Page
Definitions ........................................................................................................ 1
Authorization -Designation -Principal Amount - Purpose ............................. 4
Fully Registered Obligations -Authorized Denominations -Stated
Maturities -Bond Date ..................................................................................... 4
Terms of Payment - Paying Agent/Registrar .................................................... 5
Redemption ....................................................................................................... 6
Registration - Transfer -Exchange of Bonds - Predecessor Bonds ................. 7
Book Entry Only Transfers and Transactions .................................................. 9
Execution -Registration ................................................................................... 9
Initial Bond( s) ................................................................................................... 9
Forms .............................................................................................................. 10
Pledge ............................................................................................................. 18
Pledged Revenue Fund ................................................................................... 18
Bond Fund ...................................................................................................... 19
Reserve Fund .................................................................................................. 1 9
Deficiencies .................................................................................................... 21
Payment of Bonds ........................................................................................... 21
Investments -Security of Funds ..................................................................... 21
Issuance of Additional Obligations ................................................................ 22
Refunding Bonds ............................................................................................ 22
Subordinate Lien Debt .................................................................................... 22
Confirmation and Levy of Sales Tax .............................................................. 23
Records and Accounts .................................................................................... 23
Representations as to Security for the Bonds ................................................. 24
Satisfaction of Obligation of Corporation ...................................................... 25
Resolution a Contract -Amendments ............................................................. 26
Mutilated, Destroyed, Lost and Stolen Bonds ................................................ 26
Covenants Regarding Tax-Exempt Status ...................................................... 27
Sale of Bonds .................................................................................................. 30
Official Statement ........................................................................................... 3 0
Proceeds of Sale .............................................................................................. 30
Notices to Holders -Waiver ........................................................................... 31
SECTION 32.
SECTION 33.
SECTION 34.
SECTION 35.
SECTION 36.
SECTION 37.
SECTION 38.
SECTION 39.
SECTION 40.
SECTION 41 .
SECTION 42.
SECTION 43 .
SECTION 44.
SECTION 45 .
7347523 8.5/J 00034 7528
TABLE OF CONTENTS
(continued)
Page
Cancellation .................................................................................................... 31
Legal Opinion ................................................................................................. 31
CUSIP Numbers ............................................................................................. 31
Control and Custody of Bonds ....................................................................... 31
Benefits of Resolution .................................................................................... 32
Continuing Disclosure Undertaking ............................................................... 32
Inconsistent Provisions ................................................................................... 3 5
Governing Law ............................................................................................... 3 5
Severability ..................................................................................................... 35
Construction of Terms .................................................................................... 35
Incorporation of Findings and Determinations ............................................... 35
Further Procedures .......................................................................................... 3 5
Public Meeting ................................................................................................ 36
Effective Date ................................................................................................. 36
11
A RESOLUTION authorizing the issuance of "EULE SS DEVELOPMENT
CORP ORATION SALES TAX REVENUE BONDS, SERIES 20 1 8";
pledging certain "Pledged Revenues" of the Corporation, including "Gross
Sales Tax Revenues", to the payment of the principal of and interest on
such bonds and enacting other provisions incident and related to the
issuance, payment, security and delivery of such bonds, including the
approval and execution of a Paying Agent/Registrar Agreement and the
approval and distribution of an Official Statement; and providing an
effective date.
WHEREA S, the Euless Development Corporation (the "Corporation") is 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 Local Government Code (the "Act"); and
WHEREA S, the Board of Directors of the Corporation (the "Board") hereby finds and
determines that Corporation should issue sales tax revenue bonds (as described herein) to finance
the costs of the construction of parks and park facilities within the City of Euless, Texas (the
"City") and pay the costs associated with the issuance of such bonds; and
WHEREA S, a public hearing was duly held and conducted on August 13, 20 18 by the
Board regarding the Corporation's intention to participate in such proj ect and notice of such
public hearing was published on August 1, 20 18 in the Fort Worth Star-Telegram, a newspaper
of general circulation in the City; and,
WHEREA S, the Board hereby finds and determines such bonds can and should be issued
on a parity with the outstanding and unpaid "Previously Issued Bonds" (hereinafter identified
and defined); and
WHEREAS, the Board has further determined and hereby finds that the Project (as
defined herein) to be financed by the issuance of the bonds is for and on behalf of the City; now,
therefore,
BE IT RE SOLVED BY THE BOARD OF DIRECTORS OF THE EULE SS
DEVELOPMENT CORP ORATION:
SECTION 1. Definitions. For all purposes of this Resolution and in particular for
clarity with respect to the issuance of the Bonds herein authorized and the pledge and
appropriation of revenues to the payment of the Bonds, the following definitions are provided:
"Act" -the Development Corporation Act, specifically Chapters 50 1, 502 and 505 of the
Texas Local Government Code, as amended at any time.
"Additional Obligations" -Bonds, notes or other evidences of indebtedness which the
Corporation reserves the right to issue or enter into, as the case may be, in the future in
accordance with the terms and conditions provided in Section 18 hereof and which, together with
the Previously Issued Bonds and the Bonds, are equally and ratably secured by a parity pledge of
and claim on the Pledged Revenues under the terms of this Resolution and a Supplemental
Resolution.
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"Average Annual Debt Service" -That amount which, at the time of computation, is
derived by dividing the total amount of Debt Service to be paid over a period of years as the
same is scheduled to become due and payable by the number of years taken into account in
determining the total Debt Service. Capitalized interest payments provided from proceeds of a
borrowing of the Corporation shall be excluded in making the aforementioned computation.
"Board" - The Board of Directors of the Corporation.
"Bonds" -The "Euless Development Corporation Sales Tax Revenue Bonds, Series
20 1 8", dated October 15, 20 18, authorized by this Resolution.
"City" -The City of Euless, Texas.
"Corporation" -The Euless Development Corporation, a nonprofit industrial
development corporation organized and existing under and pursuant to the laws of the State of
Texas, including the Act and on behalf of the City.
"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
matur ity, 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 defease obligations such as the
Bonds under the then applicable laws of the State of Texas.
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"Gross Sales Tax Revenue s" -All of the revenues or receipts due or owing to, or
collected or received by or on behalf of the Corporation by the City or otherwise pursuant to the
Act and the electi on held January 16, 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 such Comptro ller 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 thi s Resolution with respect to Bonds or Parity
Obl igations, as the case may be, means, as of the date of determination, all Bonds and Parity
Obligations theretofore sold, issued and delivered by the Corporati on, except:
(i) those Bonds or Parity Obligations canceled or delivered to the transfer
agent or re gistrar for cancellation in connection with the exchange or transfer of such
obligations; and
(ii) tho se Bonds or Parity Obligations paid or deemed to be paid in accordance
with the provisions of Section 24 hereof or similar provisions of any Supplemental
Resolution authorizing the issuance of Additional Obligations ; and
(iii) tho se Bonds or Parity Obligations that have been mutilated, destroyed,
lost� or sto len and replacement obligations have been registered and delivered in lieu
thereof.
"Parity Obligations" -Collectively, the Bonds, the Previously Issued Bonds and
Additional Obligations .
"Pledged Revenues" -Collectively (i) Gross Sales Tax Revenues from time to time
deposited or owing to the Pledged Revenue Fund and (ii) such other money, income, revenue,
receipts or other property as may be specifical ly dedicated, pledged or otherwi se encumbered in
a Supplemental Resolution for the payment and security of Parity Obligations.
"Previous ly Issued Bonds" -the outstanding Euless Development Corporation Sales Tax
Revenue Refunding Bonds, Series 20 12, dated January 1, 20 12, issued in the original principal
amount of $3,785,000.
"Proj ect" -improvements to parks and park facilities located at Carr Park within the City
and to pay co sts of issuance as sociated with the issuance of the Bonds.
"Required Reserve" -The amount required to be accumulated and maintained in the
Reserve Fund under the provisions of Section 14 hereof.
"Sal es Tax" - The local sales and use tax authorized under the Act, approved at an
election he ld on January 16, 1993 , and the effective date for the imposition and app lication of
such Sales Tax within the corporate limits of the City by the Comptro ller of Public Accounts of
the State of Texas being July 1, 1993 , together with any increases in the rate of such Sales Tax
authorized and provided by law.
7347523 8.5/100034 7528 3
"Supplemental Re solution" -Any resolution of the Board supp lementing thi s Resolution
for the purpose of authorizing and providing the terms and provisions of the Bonds or Additional
Obligations, or supplementi ng or amending th is Resolution for any other authori zed purpose
permitted in Sections 18 or 25 hereof, including resolutions authorizing the issuance of
Additi onal Obligati ons or pledging and encumbering income, revenues, re ceipts or property
other than the Gro ss Sales Tax Revenues to the payment and security of the Parity Obligat ions .
SECTION 2. Authorization.: Pesjgnation -Principal Amount -Purpose. Bonds of the
Corporation shal l be and are hereby authorized to be issued in the aggregate principal amount of
$1 ,635,000 to be desi gnated and bear the title "EULESS DEVELOPMENT CORP ORATION
SALES TAX REVENUE BONDS, SERIES 20 18" (hereinafter referred to as the "Bonds") for
th e purpose of fun ding improvements to parks and park fac ilities located at Carr Park 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 3. Fully Regi stered Obligations -Authorized Denominations -Stated
Maturi ties -Bond Date. The Bonds shall be issued as fully regi stered obl igati ons only, shall be
dated October 15, 20 18 (the "Bond Date"), shal l be in denominations of $5,000 or any integral
multip le (within a Stated Maturity) thereof, and shall become due and payable annual ly on
September 15 in each of the years and in the principal amounts (the "Stated Maturities") and bear
interest at the per annum rates in accordance with the fo llowing schedule:
Year of Principal Interest
Stated Maturity Amount Rate
20 19 $70,000 3.00%
2020 60,000 3.00%
202 1 60,000 3.00%
2022 65,000 3.00%
2023 65,000 3.00%
2024 65,000 3.00%
2025 70,000 3.00%
2026 70,000 4.00%
2027 75,000 4.00%
2028 75,000 4.00%
2029 80,000 4.00%
203 0 85,000 4.00%
203 1 85,000 4.00%
2032 90,000 4.00%
203 3 95,000 4.00%
2034 95,000 4.00%
203 8 43 0,000 4.00%
The Bonds shal l bear interest on the unpaid principal amounts from the date of their
delivery to the initial purchasers, anticipated to be November 20, 20 18 (the "Delivery Date ') at
the rates per annum shown above in this Section (calculated on the basis of a 360 -day year of
734 75238.5/J 00034 7528 4
twe lve 30-day months), and such interest shall be payable on March 15, 20 19, and on each
September 15 and March 15 thereafter until maturity or prior redempti on.
SECTION 4. Terms of Payment -Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwi se, shal l 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/Regi strar and the payment thereof shal l 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 selecti on and appointment of U.S. Bank Nati onal Association, Dallas, Texas to serve
as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
re lating to the regi stration, payment, transfer and exchange of the Bonds (the "Security
Re gi ster") shal l at al l times be kept and maintained on behalf of the Corporation by the Paying
Agent/Registrar, as provided herein and in accordance with the term s and provisions of a
"Paying Agent/Re gistrar Agreement", substantially in the form attached hereto as Exhibit A, and
such reasonable rul es and regulations as the Paying Agent/Regi strar and the Corporation may
prescribe . The President or Vice Pre sident and the Secretary or Deputy Secretary of the
Corporation are authorized to execute and deliver such Paying Agent/Regi strar Agreement in
connection with the delivery of the Bonds . The Corporation covenants to maintain and provide a
Paying Agent/Registrar at al l times until the Bonds are paid and discharged, and any successor
Paying Agent/Registrar shall be a commercial bank, trust company, financial institution or other
entity qual ified and auth orized to serve in such capacity and perform the duties and services of
Paying Agent/Regi strar. Upon any change in the Paying Agent/Regi strar for the Bonds, the
Corporation agrees to promptly cause a written notice thereof to be sent to each Holder by
United States Mail, first class po stage prepaid, which notice shal l also give the addre ss of the
new Paying Agent/Re gi strar.
Principal of and premium, if any, on the Bonds, shall be payab le at the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Regi strar at its designated offices, initially in St. Paul , Minnesota, or, with
respect to a succe ssor Paying Agent/Registrar, at the designated offices of such successor (the
"D esignated Payment/Transfer Office"). Interest on the Bonds shal l be paid to the Ho lders
wh ose names appear in the Security Register at the close of business on the Record Date (the last
business day of the month next preceding each interest payment date) and shal l be paid by the
Paying Agent/Regi strar (i) by check sent United States Mail, first class postage prepaid, to the
addre ss of the Holder recorded in the Security Regi ster or (ii) by such other method, acceptable
to the Paying Agent/Regi strar, requested by, and at the risk and expense of, the Ho lder. If the
date for the payment of the principal of or interest on the Bonds shal l be a Saturday, Sunday, a
legal ho liday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Re gistrar is located are 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 .
734 7523 8.5/I 000347528 5
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (3 0)
days thereafter, a new record date for such interest payment (a "Special Record Date") wi ll be
estab lished by the Paying Agent/Regi strar, if and when funds for the payment of such interest
have been received fro m the Corporati on. 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) shal l be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepai d, to the addre ss of each Holder appearing on the Security
Regi ster at the close of business on the last business day next preceding the date of mailing of
such noti ce.
SECTION 5. Redempti on .
(a) Optional Redempti on. The Bonds maturing on and after September 15, 2028 may
be redeemed pri or to their Stated Maturiti es, at the option of the Corporation, in who le 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 September 15, 2027, or on any date thereafter at the
redemption pri ce of par, together with accrued interest to the date of redempti on.
At least forty five ( 45) days prior to a redemption date for the Bonds (unl ess a shorter
notification period shal l be sati sfactory to the Paying Agent/Regi strar), the Corporation shal l
noti fy the Paying Agent/Registrar of the dec ision to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemp tion therefor. The decision of the
Corporation to exercise the right to redeem Bonds shal l be entered in the minutes of the
governing body of the Corporati on.
(b) Mandatory Sinking Fund Redemption. The Bonds having Stated Maturities of
September 15, 203 8 (the "Term Bonds") shal l be subj ect to mandatory redemption in part prior
to maturity at the redempti on price of par and accrued interest to the date of redemption on the
re spective dates and in principal amounts as follows :
Term Bonds due September 15, 203 8
Redemption Date
September 15, 203 5
September 15, 2036
September 15, 2037
September 15, 203 8 (maturity)
Principal Amount
$100,000
$105,000
$1 1 0,000
$1 1 5,000
Approximately forty-five ( 45) days prior to each mandatory redemption date for the Term
Bonds, the Paying Agent/Registrar shal l select by lot the numbers of the Term Bonds to be
re deemed on the next fo llowing September 15 from moneys set aside for that purpose in the
Bond Fund (as defined in thi s Re solution). Any Term Bond not selected for pri or redemption
shall be paid on the date of their Stated Maturity.
The principal amount of the Term Bonds required to be redeemed on a mandatory
redemption date may be reduced, at the option of the Corporati on, by the principal amount of
Term Bonds which, at least 50 days prior to the mandatory redemption date, (1) shal l have been
acquired by the Corporation at a price not exceeding the principal amount of such Term Bonds
734 75238.5/) 00034 7528 6
plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Re gistrar
for cance llation or (2) shal l have been redeemed pursuant to the optional redemption provi sions
set forth in paragraph (a) of th is Secti on and not theretofore credited against a mandatory
redemption requirement.
( c) Selection of Bonds for Redemption. If less than al l Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat
such Bonds as repre senting the number of Bonds Outstanding which is obtained by dividing the
pri ncipal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount
th ereof, to be re deemed 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
prepai d, in the name of the Corporation and at the Corporati on 's expense, to each Holder of a
Bond to be redeemed in who le 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 noti ce of redemption so mai led shall be conc lusively presumed to have been
duly given irrespective of whether received by the Holder.
All noti ces of redemption shal l (i) specify the date of redemption for the Bonds,
(ii) identify the Bond s to be redeemed and, in the case of a portion of the principal amount to be
re deemed, the principal amount thereof to be redeemed, (iii) state the redemption pri ce, (iv) state
that the Bonds, or the porti on of the principal amount thereof to be redeemed, shal l become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
pri ncipal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date , and (v) specify that payment of the redemption pri ce for the Bonds, or the principal amount
th ereof to be redeemed, shal l be made at the Desi gnated Payment/Transfer Office of the Paying
Agent/Regi strar only upon presentation and surrender thereof by the Holder . If a Bond is subj ect
by its terms to prior redemption, and has been called for re demption, and notice of redemption
th ereo f has been dul y given as hereinabove pro vided, such Bond (or the pri ncipal amount thereof
to be redeemed) shal l become due and payable and interest th ereon shal l cease to accrue from
an d after the redemption date there for; provided moneys sufficient for the payment of such Bond
(or of the principal amount thereof to be redeemed) at the then appl icable 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, unl ess certain prerequisites to such redemption required by th is Reso lution have been
met and moneys suffi cient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shal l have been re ceived by the Paying Agent/Registrar prior to the
giving of such noti ce of redemption, such notice may state that such redemption is conditional
upon the satisfaction of such prerequi sites and the receipt of such moneys by the Paying
Agent/Regi strar on or prior to the date fixed for such redempti on. If a conditional notice of
redemption is given and such prere qui sites to the redemption are not sati sfied or sufficient
moneys are not received, such notice shal l be of no force and effe ct, the Corporation shall not
redeem such Bonds and the Paying Agent/Re gistrar shal l give notice, in the manner in which
the noti ce of redemption was given, to the effect that the Bonds have not been redeemed
734 75238.5/l 00034 7528 7
SECTION 6. Registration -Transfer -Exchange of Bonds -Predecessor Bonds. The
Paying Agent/Regi strar shal l obtain, record, and maintain in the Security Regi ster the name and
addre ss of each and every owner of the Bonds issued under and pursuant to the provisions of this
Re solution, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other autho rized denominations by the Holder, in person or by hi s duly authori zed
agent, upon surrender of such Bond to the Paying Agent/Regi strar for cancellation, accompanied
by a written instrument of transfer or request for exchange duly executed by the Holder or by hi s
duly auth ori zed agent, in form satisfactory to the Paying Agent/Regi strar.
Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 9
hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Regi strar, the
Paying Agent/Registrar shall regi ster and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of authorized denominati ons 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 Ho lder, Bonds (other than the Initial Bond(s) referenced in Section 9
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/Regi strar shall regi ster and deliver new Bonds to the Hol der
reque sting the exchange.
All Bonds issued in any tran sfer or exchange of Bonds shall be delivered to the Hol ders
at the Desi gnated 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
th ereof, the same shall be the valid obligations of the Corporati on, evidencing the same
obligati on to pay, and enti tled to the same benefits under this Re solution, as the Bonds
surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Secti on shal l 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 cance lled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Pre decessor Bonds ," evidencing all or a portion, as the case may be, of
the same obligation to p ay evidenced by the new Bond or Bonds registere d and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shal l include any
mutilated, lost, destroyed, or sto len Bond for which a replacement Bond has been issued,
regi stered, and del ivered in lieu thereof pursuant to the provisions of Section 26 hereof and such
new replacement Bond shal l be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the Corporati on nor the Paying Agent/Registrar shal l be required to issue or
transfer to an as signee of a Holder any Bond cal led for redemption, in who le or in part, within 45
734 7523 8.5/100034 7528 8
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
trans ferabi lity shall not be app licable to an exchange by the Holder of the unredeemed balance of
a Bond cal led for redemption in part.
SECTION 7. Book Entry Only Transfers and Transactions . Notwithstanding the
provi sions contained in Secti ons 4, 5 and 6 hereof relating to the payment, and transfer/exchange
of the Bonds, the Corporation hereby approves and authorizes the use of "Book Entry Onl y"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representati on, by and between the Corporation and DTC (the "Depository Agreement").
Pursuant to the Depo sitory Agreement and the rules of DTC, the Bonds shall be
depo sited with DTC who shall ho ld said Bonds for its participants (the "DTC Participants").
Whi le the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for al l purposes, including payment and notices, shal l be Cede & Co ., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond
(the "B eneficial 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 depo sitory 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 shal l be as signed, transferred and exchanged on the Security
Regi ster maintained by the Paying Agent/Regi strar and payment of such Bonds shal l be made in
accordance with the provisions of Sections 4, 5 and 6 hereof.
SECTION 8. Execution -Registration. The Bonds shall be executed on behalf of the
Corporation by the President of the Corporation and atte sted by the Secretary or Deputy
Secretary of the Corpo rati on. The signature of such officers on the Bonds may be manual or
fac simile. Bonds bearing the manual or fac simile signatures of individual s who are or were the
proper officers of the Corporation on the date of the adoption of thi s Reso lution shal l be deemed
to be duly executed on behalf of the Corporation, notwithstanding that such individual s or either
of them shal l cease to ho ld 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 shal l be entitled to any right or benefit under this Resolution, or be val id or
obligatory for any purpose, un less there appears on such Bond either a certi ficate of regi stration
substantial ly in the form provided in Section 10( c ), manual ly executed by the Comptro ller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of regi stration
substanti ally in the form provided in Section 10( d), manually executed by an au thorized officer,
employee or representative of the Paying Agent/Registrar, and either such certi ficate upon any
Bond duly signed shal l be conclusive evidence, and the only evidence, that such Bond has been
duly certi fied, registered and delivered.
734 75238. 5/100034 7528 9
SECTION 9. Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully regi stered bond in the aggregate principal amount of the Bonds with principal
instal lments to become due and payable as provided in Section 3 hereof and numbered T-1, or
(ii) as multiple ful ly registered bonds, being one bond for each year of maturity in the app licable
principal amount and denomination and to be numbered consecut ively from T-1 and upward
(hereinafter cal led the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be registered
in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shal l be the
Bond(s) submitted to the Offi ce of the Attorney General of the State of Texas for appro val ,
certified and registered by the Office of the Comptro ller 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, shal l cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of auth orized denominati ons, Stated Maturities, principal amounts and bearing
app licable interest rates for transfer and delivery to the Holders named at the addre sses identi fied
therefor; al l pursuant to and in accordance with such written instructions from the initial
purchaser( s ), or the designee thereof, and such other informati on and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 10. Forms.
(a) Forms General ly. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Regi stration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds, shal l be substantially in the
forms set forth in thi s Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Re solution and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uni form Securities Identi fication Procedures of the American Bankers
Associati on) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consi stently herewith, be established by the Board or
determined by the officers executing such Bonds as evidenced by their execution. 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) shal l be printed, litho graphed, engraved,
typewritten, photo copied or otherwi se reproduced in any other similar manner, al l as determined
by the officers ex ecuting such Bonds as evidenced by their execution thereof.
7347523 8.5/J 00034 7528 10
(b) Form of Definitive Bon ds.
RE GISTERED
NO. R-
Bond Date:
October 15, 20 18
Regi stered Owner :
UN ITED ST A TES OF AMERICA
STATE OF TEXAS
EULESS DEVELOPMENT CORP ORATION
SALES TAX REVENUE BOND
SERIES 20 18
Interest Rate : Stated Maturity : CUSIP NO.
___ % September 15, 20_
RE GISTERED
$
-----
Delivery Date:
November 20, 20 18
Principal Amount : DOLLARS
The Euless Development Corporation (hereinafter referred to as the "Corporation"), a
non-profit industrial development corporation organized and exi sting under the laws of the State
of Texas , including the Act, with its principal office located in Tarrant County, Texas , for value
received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner
named ab ove, or the registered assigns there of, on the Stated Maturity date specified above the
Principal Amo unt hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption), and to pay interest on the unpaid principal amount hereof from the interest payment
date next pre ceding the "Regi stration Date" of this Bond appearing below (unless this Bond
bears a "Regi stration Date" as of an interest payment date, in which case it shal l bear interest
from such date, or un less the "Registration Date" of th is Bond is pri or to the initial interest
payment date in which case it shall bear intere st from the date of delivery to the initial purc hasers
(N ovember 20, 20 1 8)) at the per annum rate of interest specified ab ove computed on the ba sis of
a 360-day year of twe lve 30-day months ; such interest being payab le on March 15 and
September 15 in each year, commencing March 15, 20 1 9, until maturity or pri or redemption.
Principal of this Bond shal l be payab le at its Stated Maturity or on a redemption date to the
Regi stered Owner hereof upon presentation and surrender at the designated offices of the Paying
Agent/Regi strar executing the regi stration certificate appearing hereon, initial ly in St. Paul ,
Minnesota, or, with respect to a succe ssor Paying Agent/Registrar, at the de signated offices of
such successor (the "Designated Payment/Tran sfer Office"). Interest is payable to the registered
owner of thi s Bond (or one or more Predecessor Bonds, as defined in the Re solution hereinafter
referenced) who se name appears on the "Security Re gister" maintained by the Paying
Agent/Regi strar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the addre ss of
the re gi stered owner recorded in the Security Regi ster or by such other method, acceptable to the
Paying Agent/Regi strar, requested by, and at the risk and expense of, the registered owner. If the
date for the payment of the pri ncipal of or interest on the Bonds shall be a Saturday, Sunday, a
legal ho l iday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Regi strar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
734 7523 8.5/1 00034 7528 11
is not such a Saturday, Sunday, legal ho liday, or day when banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due . All payments of principal of, premium, if any, and interest on this Bond
shall be without exchange or collection charges to the owner hereof and in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts .
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $1,63 5 ,000 (herein referred to as the "Bonds") for the purpose of funding
improvements to parks and park faci lities located at Carr Park 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, and pursuant to a Resolution adopted by the governing body of
the Corporati on (herein referred to as the "Resolution").
The Bonds maturing on the dates hereinafter identi fied (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Bond Fund establi shed and
maintained for the payment thereof in the Resolution, and shal l be redeemed in part prior to
maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium, on the dates and in the principal amounts as follows :
Term Bonds due September 15, 203 8
Redemption Date
September 15, 203 5
September 15, 2036
September 15, 203 7
September 15, 203 8 (maturity)
Principal Amount
$100,000
$105,000
$1 10,000
$1 15,000
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
required to be redeemed on a mandatory redemption date may be reduced, at the option of the
Corporation, by the principal amount of Term Bonds which, at least 50 days pri or to a mandatory
redempti on date, ( 1) shal l have been ac quired by the Corporation at a price not exceeding the
principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and
delivered to the Paying Agent/Regi strar for cancellation or (2) shal l have been redeemed
pursuant to the optional redemption provisions appearing below and not theretofore credited
against a mandatory redemption requirement.
The Bonds maturing on and after September 15, 2028 may be redeemed pri or to their
Stated Maturi ties, at the option of the Corporati on, in who le 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/Regi strar), on September 15, 2027 or on any date thereafter at the redemption price of par
plus accrued intere st thereon to the redempti on date.
At least thirty days pri or to the date fixed for any redemption of Bond s, the Corporation
shal l cause a written notice of such redemption to be sent by United States Mail, first class
po stage prepai d, to the registered owners of each Bond to be redeemed at the addre ss shown on
the Security Register and subj ect to the terms and provisions re lating thereto contained in the
7347523 8 51100034 7528 12
Re soluti on. If a Bond (or any portion of its principal sum) shal l have been duly cal led for
redemption and notice of such redemption duly given, then up on such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shal l cease to accrue from and after the redempti on date therefor; provided
moneys for the payment of the redemption price and the interest on the principal amount to be
re deemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar.
In the event a portion of the princ ipal amount of a Bond is to be redeemed and the
re gistered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shal l be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Resolution for the then unredeemed balance of the principal sum thereof wi ll be issued to the
regi stered owner, without charge. If a Bond is selected for redemption, in who le or in part, the
Corporation and the Paying Agent/Re gistrar shall not be required to transfer such Bond to an
assi gnee of the regi stered owner within 45 days of the redemption date therefor; provided,
however, such limitat ion on transferability shall not be app licable to an exchange by the
re gistered owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unl ess certain prerequisites to such
redemption re quired by the Re solution have been met and moneys sufficient to pay the
redempti on pri ce of the Bonds to be redeemed shal l have been received by the Paying
Agent/Regi strar prior to the giving of such notice of redemption, such notice may state that such
redemption is conditi onal upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Regi strar on or prior to the date fixed for such redemption, or upon any
prerequi site set forth in such notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption and 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 shal l give noti ce, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
The Bonds are payable solely from and, together with the Previously Issued Bonds,
equal ly and ratab ly secured by a pledge of the Pledged Revenues received by the Corporation,
including the receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the
Act and an election held in the City of Eu less, Texas (the "City"). The Bonds do not constitute a
legal or equitable, pledge, charge, li en or encumbrance upon any property of the Corporation or
the City except with re spect to the Pl edged Revenues. This Bond may not be paid in whole or in
part from any property taxes rai sed or to be rai sed 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 nor any political corporation, subdivi sion or agency of the State of Texas shall be
obligated to pay thi s 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, subdivi sion or agency thereof is
pledged to the payment of the principal of and intere st on thi s Bond except as noted ab ove .
73475238. 5/ I 00034 7528 13
Subj ect to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in who le or in part, from the
Pl edged Revenues and equal ly and ratab ly secured in like manner and effect as the Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to al l 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 obligati ons ; the terms and
conditions re lating to the payment, transfer or exchange of th is Bond ; the conditions upon which
the Re solution may be amended or supplemented with or without the consent of the Holders ; the
rights, duti es, and obligations of the Corporation and the Paying Agent/Regi strar; the terms and
provisions upon whi ch the encumbrances, pledges, charges and covenants made therein may be
di scharged ; and for the other terms and provisions contained there in. Capital ized terms used
here in have the same meanings assigned in the Re solution.
Thi s Bond, subject to certain lim itations contained in the Resoluti on, 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 ac companied by a written instrument of transfer in form satisfactory to the
Paying Agent/Regi strar 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 regi stered Bonds
of the same Stated Maturity, of auth orized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent/Regi strar to the
designated transferee or transferees.
The Corporation and the Paying Agent/Re gistrar, and any agent of either, may treat the
re gi stered owner hereof who se 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 thi s Bond as the
owner entitl ed to payment of principal hereof at its Stated Maturity or its redemption, in who le or
in part, and (iii) on any other date as the owner for al l other purposes, and neither the
Corporation nor the Paying Agent/Regi strar, 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")
wi ll be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Corporati on. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shal l be 15 days after the Special Record
Date) shal l 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
Regi ster at the close of business on the last business day next preceding the date of mai ling of
such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legal ly existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act ; that al l 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
734 75238. 5/100034 7528 14
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 Bonds from the
sources and in the manner provided in the Resolution. In case any provision in this Bond or any
app lication thereof shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and ap plications shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and the Resolution shall be construed
in accordance with and shall be governed by the laws of the State of Texas .
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation.
EULESS DEVELOPMENT CORPORATION
ATTE ST: President
Deputy Secretary
(Corporate Seal)
( c) Form of Regi stration Certificate of Comptro ller of Public Accounts to Appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
)
)
)
REGISTER NO . ____ _
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 Comptro ller
of Public Accounts of the State of Texas .
WITNE SS my signature and seal of office this ______ _
(SEAL)
73475238. 5/1000347528
Comptroller of Public Accounts
of the State of Texas
15
( d) Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds.
RE GISTRATION CERTIFICATE OF PA YING AGENT/REGI STRAR
This Bond has been duly issued and regi stered in the name of the Regi stered Owner
shown above under the provisions of the within-mentioned Resolution and du ly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
regi stered by the Comptro ller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Regi strar located in St. Paul , Minnesota, is
the "D esignated Payment/Transfer Offi ce" for thi s Bond.
Regi stration date :
(e) Form of Assignment.
U.S. BANK NATIONAL ASSOCIATION,
Dallas, Texas,
as Paying Agent/Registrar
By:�����������Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns , and transfers unto (Print
or typewrite name, addre ss, and zip code of transferee:) ______________ _
(Social Security or other identifying number: __________________ _
______________ ___, the within Bond and al l rights thereunder, and hereby
attorney to transfer the within Bond on the books kept for regi stration thereof, with full power of
substitution in the premises .
Signature guaranteed:
7347523 8 5/1000347528
NOTICE: The signature on th is assignment must
correspond with the name of the re gi stered owner
as it appears on the face of the within Bond in
every particular.
16
(f) The Initial Bond(s) shal l be in the form set forth in subsection (b) of thi s Section,
except that the heading and paragraph one of the form of the single fully registered Initial Bond
shal l be modified as follows :
RE GISTERED
NO. T-1
UN ITED STATES OF AMERICA
ST A TE OF TEXAS
EULES S DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 20 18
Bond Date: October 15, 20 18
Delivery Date : November 20, 20 18
Regi stered Owner : Robert W. Baird & Co. Inc .
RE GISTERED
$1 ,63 5 ,000
Principal Amount : ONE MILLION SIX HUNDRED THIRTY-FIVE TH OUSAND DO LLARS
The Eu less Development Corporation (hereinafter referred to as the "Corporation"), a
nonpro fit industrial development corporation organized and existing under the laws of the State
of Texas , including the Act, with its principal office located in Tarrant County, Texas, for value
received, acknowl edges itself indebted to and hereby promises to pay to the Registered Owner
named above , or the registered assigns thereof, the Principal Amount hereinabove stated on
September 15 in each of the years and in principal installments in accordance with the foll owing
schedul e:
STATED
MATU RITY
PRINCIPAL
IN STALLMENTS
INTEREST
RATE
(Informati on to be inserted from schedule in Section 3 hereo f).
(or so much principal thereof as shal l not have been redeemed prior to maturity) and to pay
interest on the unpaid pri ncipal installments hereof from the date of delivery to the initial
purchasers (N ovember 20, 20 18) at the per annum rates of interest specified above computed on
the basis of a 360-day year of twe lve 30 day months ; such interest being payable on March 15
and September 15 in each year, commencing March 15, 20 19, until maturity or prior redemption.
Principal installments of th is Bond are payable on the Stated Maturity dates or on a redemption
date to the regi stered owner hereof by U.S. Bank National Associati on, Dallas, Texas (the
"Paying Agent/Re gistrar"), upon its presentation and surrender at its designated offices, initi ally
in St. Paul, Minnesota, Texas, or, with respect to a successor paying agent/re gistrar, at the
designated office of such successor (the "Designated Payment/Transfer Office"). Interest is
payable to the re gi stered owner of thi s Bond whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last bus iness day of the month next preceding each interest payment date, and interest shal l
be paid by the Paying Agent/Regi strar by check sent United States Mail, first class po stage
pre paid, to the address of the regi stered owner recorded in the Security Register or by such other
734 7523 8 5/ I 00034 7528 17
metho d, acceptable to the Paying Agent/Registrar, requested by, and at the ri sk and expense of,
the regi stered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Re gistrar is located are auth orized by
law or ex ecutive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday , or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due . All payments of principal of, premium, if any, and interest
on thi s Bond shall be without exchange or collecti on 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
paym ent of pu blic and private debts .
SECTION 11. Pledge . The Corporation hereby covenants and agrees that the Pledged
Revenue s, with the exception of those in excess of the amounts required for the payment and
security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of
the Previously Issued Bonds, the Bonds and Additional Obligati ons, if issued, including the
establishment and maintenance of the special funds reaffirmed in thi s Re solution and any
Supplemental Re solution, all as hereinafter provi ded . The Corporation hereby resolves that the
Parity Obligations shal l constitute a lien on the Pledged Revenues in accordance with the terms
of th is Re soluti on and any Supp lemental Resolution, which lien shal l be valid and binding and
fu lly 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 Re solution or any other
act; al l as provided in Chapter 1208 of the Texas Government Code, as amended ("Chapter
1208").
Chapter 1208 ap plies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the Corporation under this Section 11, and such pledge is therefore val id,
effective and perfected. If Texas law is amended at any time while the Bonds are Outstanding
such that the pl edge of the Pledged Revenues granted by the Corporation under thi s Section 11 is
to be subject to the filing requirements of Chapter 9, Business and Commerce Code, then in
order to preserve to the regi stered owners of the Bonds the perfection of the security interest in
such pledge , the Corporati on agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the app licable provi sions of Chapter 9, Business and
Commerce Code and enable a fi ling to perfect the security interest in such pledge to occur.
SECTION 12. Pledged Revenue Fund. The Corporation hereby agrees and covenants to
maintain a fund or account at a Depository for the deposit of the Pledged Revenues as re ceived
by the Corporation, which fund or account shal l be known on the books and records of the
Corporation as the "P l edged Revenue Fund". Al l Pledged Revenue s deposited to the credit of
such Fund shal l be accounted for separate and apart from all other revenue s, receipts and income
of the Corporation and, with respect to the Gro ss Sales Tax Revenues, the Corporation shal l
further account for such funds sep arate 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
Pl edged Revenue Fund shall be appropriated and expended to the extent required by this
Resolution and any Supplemental Resolution for the following uses and in the order of priority
shown:
734 7523 8. 5/100034 7528 18
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 payab le;
Second : To the payment of the amounts required to be deposited in the
Reserve Fund to establish and maintain the Required Reserve in accordance with
the provi sions of the Re solution authorizing the Previously Issued Bonds, thi s
Resolution and any Supp lemental Re solution;
Third : To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
Fourth: To any fund or account he ld 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 Revenue s subordi nate to the lien created herein on behalf of the
Parity Obli gations .
Any Pledged Revenues remammg 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 "Eul ess
Development Corporation Debt Service Account" (the "Bond Fund"), and al l monies deposited
to the credit of such Fund shall be held in a special banking fund or ac count maintained at a
Depository of the Corpo rati on. The Corporation covenants 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 fall ing due and payable, and such deposits to pay principal and accrued interest on the
Bonds shal l be made in substantially equal monthly instal lments on or before the 20th day of
each month, beginning on or before the 20th 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 shal l continue to be made as hereinabove provided until (i) the total amount on depo sit
in the Bond Fund and Re serve 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. The Corporation agrees and covenants to maintain on the
books and records of the Corporation a sep arate and special fund or account to be known as the
"Reserve Account" (the "Reserve Fund"), which fund or account shall be a special banking fund
maintained at the Paying Agent/Registrar; provided, however, at such time as the Previ ously
Issued Bonds are no outstanding, the Reserve Fund shall be maintained at a Depository. All
73475238.51100034 7528 19
Pledged Revenues deposited to the credit of such fund or account shal l be used solely for the
payment of the principal of and interest on the Parity Obligations when (whether at maturity,
upon a redemption date or any interest payment date) other funds avai lable for such purposes are
insufficient, and, in addition, may be used to the extent not required to maintain the "Required
Reserve", to pay, or provide for the payment of, the final principal amount of a series of Parity
Obligations so that such series of Parity Obli gations is no longer deemed to be "Outstanding" as
such term is defined here in.
In accordance with the provi sions of the Re solution authorizing the Previously Issued
Bonds, the total amount currently on depo sit in the Reserve Fund is $99,02 0.87 (the "Current
Reserve"). As a result of the issuance of the Bonds, the total amount required to be deposited to
the credit of the Reserve Fund is $160,4 35.19 (the "Required Reserve"), which amount is equal
to the lesser of (i) the maximum annual Debt Serv ice for al l Parity Obligati ons curre ntly
Outstanding (after giving effect to the issuance of the Bonds) and (ii) the maximum amount that
can be invested without restri cti on as to yield in a reasonably required re serve fund pursuant to
Subsection ( d) of Secti on 148 of the Internal Revenue Code of 1986, as amended, and
regulations promul gated thereunder, as determined on the date the Bonds are to be del ivered to
the initial purchas ers . The Corporation agrees to cause to be depo sited to the credit of the
Reserve Fund on or before the 20th day of each month, beginning the month next following the
delivery of the Bonds until the Required Reserve has been fully accumulated, monthly de posits
of not less than l/36th of the difference between the Required Reserve and the Current Reserve.
As and when Additional Obligations are delivered or incurred, the Required Reserve
shal l be increased, if required, to an amount equal to the lesser of either (i) the maximum annual
Debt Service (calculated on a Fiscal Year basis) for all Parity Obligations then Outstanding (after
giving effect to the issuance of the Additional Obligations), as determined on the date each series
of Additional Obligat ions are delivered or incurred, as the case may be, or (ii) the maximum
amount that can be invested without restriction as to yield in a reasonably required reserve fund
pursuant to Subsection ( d) of Secti on 148 of the Internal Revenue Code of 1986, as am ended,
and regul ati ons promulgated thereunder. Any additional amount required to be accumulated and
maintained in the Reserve Fund shal l be accumulated by the deposit to the credit of the Reserve
Fund of all or any part in cash immediate ly after the delivery of the then proposed Additional
Obligati ons, or, at the option of the Corporation, by th e deposit of monthly instal lments, made on
or before the 20th day of each month following the month of del ivery of the then pro posed
Additional Obligati ons, of not less than l/3 6th of the additional amount to be maintained in such
Fund by reason of the issuance of the Additional Obligations then being issued (or l/3 6th of the
balance of the additional amount not deposited immediately in cash).
The Corporation may, at its option, from time to time, recalculate the maximum annual
Debt Service for al l Parity Obligations then Outstanding as of the date of such calculation and
determine a new Required Reserve as of such date .
734 75238.5/100034 7528 20
Wh ile the cash and investments in the Reserve Fund total not less than the Required
Reserve, no deposits need be made to the credit of the Reserve Fund; but, if and when the
Re serve Fund at any time contains less than the Required Reserve, the Corporation covenants
and agrees to cure the deficiency in the Required Reserve by resuming monthly deposits to such
Fund from the Pledged Revenues; such monthly deposits to be in amounts equal to not less than
1 /3 6th of the then total Required Reserve to be maintained in such Fund and to be made on or
before the 20th day of each month until the total Required Reserve then required to be
maintained in such Fund has been fully restored. The Corporation further covenants and agrees
that the Pledged Revenue s shal l be applied and appropriated and used to establish and maintain
the Required Reserve and to cure any deficiency in such amounts as required by the terms of th is
Resolution and any Supp lemental Resolution.
During such time as the Reserve Fund contains the total Required Reserve, the
Corporation may, at its opti on, withdraw al l surplus in the Reserve Fund in excess of the
Requi red Reserve and de posit such surplus in the Pledged Revenue Fund .
SECTION 15. Deficiencies. If on any occasion there shal l not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund or Reserve Fund, such deficiency
shall be cured as soon as possible from the next avai lable Pledged Revenues, or from any other
sourc es av ai lable for such purpose.
SECTION 16. Paym ent of Bonds. Whi le 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 di scharge 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 wi ll cause immediate ly avai lable funds to be deposited with the Paying
Agent/Regi strar 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 Reso lution may, at the opti on of the Corporation, be invested in
obligat ions and in the manner prescribed by the Public Funds Investment Act of 1987 (Texas,
Government Code, Chapter 2256), including investments held in book entry form; provided that
all such deposits and investments shal l be made in such a manner that the money required to be
expended from any Fund wi ll be avai lable at the proper time or times and provided further the
maximum stated maturity for any inve stment acquired with money deposited to the credit of the
Reserve Fund shal l be limited to fi ve (5) years from the date of the investment of such mo ney.
Such investments shal l be valued in terms of current market value within 45 days of the close of
each Fi scal Year and, with respect to investments held for the account of the Reserve Fund,
wi thin 45 days of the date of passage of each autho rizing document of the Board pertaining to
the issuance of Additional Obligations. All interest and income derived from deposits and
investments in the Bond Fund immediately shal l be credited to, and any losses debited to, the
appropriate account of the Bond Fund. All interest and interest income derived from depo sits in
and investments of the Reserve Fund shall, subj ect to the limitati ons provided in Section 14
hereof, be credited to and deposited in the Pledged Revenue Fund. All such investments shall be
sold promptly when neces sary to prevent any default in connecti on with the Parity Obl igations.
734 7523 8 5/100034 7528 21
(b) Money depo sited to the credit of the Pledged Revenue Fund, Bond Fund and
Reserve Fund, to the extent not invested and not otherwise insured by the Federal Depo sit
Insurance Corporation or similar agency, shal l be secured by a pledge of direct obligations of the
United States of America, or obl igations unconditionally guaranteed by the United States of
America.
SECTION 18. Issuance of Additi onal Obligations. Subject to the provisions hereinafter
appearing as to conditions precedent which must be sati sfied, the Corporati on reserves the right
to issue, from time to time as needed, Additional Obligati ons for any lawful purpo se. Such
Additi onal Obl igations may be issued in such form and manner as the Corporation shall
determine, provided, however, pri or to issuing or incurring such Additional Obligations, the
following conditions precedent for the authorization and issuance of the same are satisfied, to
wit:
( 1) The Treasurer of the Corporation (or other officer of the Corporation
then having the primary re sponsibility for the financial affairs of the Corporation)
shall have executed a certi ficate 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 thi s Resolution or a Supplemental Resolution.
(2) The Corporation has secured from a certified public accountant a
certi ficate or opinion to the effect that, according to the books and records of the
Corporati on, the Gro ss Sales Tax Revenues received by the Corporation for either
(i) the last completed Fiscal Year next preceding the adoption of the Supplemental
Re solution auth orizing the issuance of the prop osed Additional Obligations or
(ii) any twelve (12) consecutive months out of the previous eighteen (1 8) months
next preceding the adoption of the Supplemental Re solution authorizing the
Additio nal Obligations were equal to not less than (i) 1.50 times the Average
Annual Debt Service for all Parity Obligations then Outstanding after giving
effect to the issuance of the Additional Obligations then being issued and (ii) 1.35
times the maximum annual Debt Service for all Parity Obligations then
Outstanding after giving effect to the issuance of the Additi onal Obligations then
being issued .
(3) The Required Reserve to be accumulated and maintained m the
Reserve Fund is increased to the extent required by Secti on 14.
SECTION 19. Refunding Bonds . The Corporati on 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 al l such Parity Obligations then Outstand ing are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 18 hereof shal l be satisfied, and shal l give effect to the refund ing.
SECTION 20. Subordinate Lien Debt. Except as may be limited by a Supplemental
Resolution, the Corporation shall have the right to issue or create any debt payable from or
secured by a lien on al l or any part of the Pledged Revenues for any lawful purpose without
7347523 8.5/l 00034 7528 22
comp lyi ng with the provisions of Section 18 or 19 hereof, provided the pledge and the lien
securing such debt is subordinate to the pledge and lien estab lished, made and created in
Section 11 of thi s Resoluti on with respect to the Pledged Revenues to the payment and security
of the Parity Obligations .
SECTION 21. Confirmation and Levy of Sales Tax .
(a) The Board hereby represents the City has duly complied with the provisi ons of the
Act for the levy of the Sales Tax at the rate voted at the election held by and within the City on
January 16, 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 Comptro ller of Public
Accounts on a monthl y basis.
(b) Whi le any Bonds are Outstanding, the Corporation covenants, agrees and warrants
to take and pursue al l action permi ssible to cause the Sales Tax , at such rate or at a hi gher rate if
legally permi tted, to be levied and collected continuously, in the manner and to the maximum
extent permitted by law, and to cause no reduction, abatement or exempti on in the Sales Tax or
rate of tax below the rate stated, confirmed and ordered in subsection (a) of thi s Section to be
ordered or permitted whi le any Bonds shal l remain Outstanding.
(c) If hereafter authorized by law to app ly, impose and levy the Sales Tax on any
taxable item s or transactions that are not subj ect to the Sales Tax on the date of the adoption
hereof, to the extent it legal ly 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 legal ly permissible to cause the
Sales Tax to be col lected and remitted and depo sited as herein required and as required by 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
Act and shal l cause the Gr oss Sales Tax Revenues to be depo sited to the credit of the Pledged
Revenue Fund in their entirety immediately upon receipt by the City . In the alternative and if
legally autho rized, the Corporation shall, by app ropriate notice, direction, request or other legal
metho d, use its good-faith efforts to cause the Comptro ller of Public Accounts of the State of
Texas (the "Comptro ller") to pay al l Gro ss Sales Tax Revenues directly to the Corporation for
deposit to the Pledged Revenue Fund .
SECTION 22. Records and Accoun ts . The Corporation hereby covenants and agrees
that wh ile any of the Bonds are Outstanding, it wi ll keep and maintain complete records and
accounts in accordance with general ly ac cepted accounting principles, and following the close of
each Fiscal Year, it wi ll cause an audit of such books and accounts to be made by an independent
firm of certi fied public accountants. Each such audit, in addition to whatever other matters may
be thought proper by the accountant, shal l particularly include the following :
( 1) A statement in reasonab le detai l regarding the receipt and
disbursement of the Pledged Revenue s for such Fi scal Year; and
734 7523 8.5/100034 7528 23
(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 shal l 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 knowl edge of any default of the Corporation on the Bonds or in the
fu lfil lment of any of the terms, covenants or provisions of this Resolution, or under any other
evidence of indebtedness, or of any event wh ich, with noti ce or lapse of time, or both, would
constitute a fai lure of the Corporation to comply with the provisions of thi s Re solution or if, in
the opini on of the accountants, any such fai lure to comply with a covenant or agreement hereof,
a statement as to the nature and status th ereof shal l be included .
Copies of each annual audit report shal l be furnished upon written request, to any Ho lders
of any of such 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 shal l
have the ri ght to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 23. Representati ons as to Security for the Bonds.
(a) The Corporation represents and warrants that, except for the Parity Obligations, the
Pledged Revenues are and wi ll 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 Re so luti on except as expressly provided herein.
(b) The Bonds and the provi sions of this Resolution are and wi ll be the valid and legally
enforceable obli gati ons of the Corporation in accordance with their terms and the terms of thi s
Re so lution, subj ect only to any ap plicable bankruptcy or insolvency laws or to any laws
affecting creditors ri ghts general ly.
( c) The Corporation shal l at all ti mes, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenue s and all the rights of the Holders against all
claims and demands of al l persons wh omsoever.
( d) The Corporation wi ll take, and use its best effo rts to cause the City to take, al l steps
re asonab ly necessary and appropriate to collect all delinquencies in the collection of the Sales
Tax to the ful lest extent permitted by the Act.
( e) The provisions, covenants, pledge and lien on and against the Pledged Revenues, as
here in set forth, are established and shal l be for the equal benefit, protection and security of the
owners and ho l ders of Parity Obli gations without di stincti on as to priority and rights under this
Reso lution .
(f) The Parity Obligati ons shal l constitute special obligati ons of the Corporati on,
payab le solely from, and equal ly and ratab ly secured by a parity pledge of and lien on, the
73475238.5/l 000347528 24
Pledged Revenues, and not from any other revenues, properties or income of the Corporation.
The Bonds may not be paid in wh ole or in part from any property taxes rai sed or to be raised by
the City and shal l not constitute debts or obligati ons of the State or of the City, and the Ho lders,
shal l never have the right to demand payment out of any fund s raised or to be raised by any
system of ad valorem taxati on.
SECTION 24. Satisfaction of Obligation of Corporation. If the Corporation shal l pay or
cause to be pai d, or there shall otherwi se be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then
the pledge of the Pledged Revenues under thi s Resolution and al l other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any pri ncipal amount(s) shall be deemed to have been pai d 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 al l interest due thereon, shal l
have been irrevocably deposited with and held in trust by the Paying Agent/Regi strar, or an
authorized escrow agent, or (ii) Government Obligati ons shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obl igations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as wi ll insure the avai lability , without reinvestment, of
sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturity thereof or (if notice of redemption has been duly given or wa ived
or if irrevocable arrangements therefor accepted to the Paying Agent/Re gistrar have been made)
the redemption date thereof. The Corporation covenants that no deposit of moneys or
Government Obligations wi ll be made under this Section and no use made of any such depo sit
which wo uld cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as am ended, or regulations adopted pursuant
thereto .
Any moneys so deposited with the Paying Agent/Regi strar, or an authorized escrow
agent, and all income from Government Obli gations 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/Regi strar for the payment of the
princi pal of and interest on the Bonds and remaining un claimed for a peri od of three (3) years
after the Stated Maturity, or app licable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shal l, upon the request of the Corporation, be remitted to
the Corporation against a written re ceipt therefor. Notwithstanding the above and fore going, any
remittance of funds from the Paying Agent/R egistrar to th e Corporation shall h e suhject to an y
app li cable unc laimed property laws of the State of Texas.
The Corporation re serves the right, subj ect to sati sfying the requirements of (i) and (ii)
above, to substitute other Government Ob ligati ons for the Government Obligations original ly
depo sited, to re invest the uninvested moneys on deposit for such defeasance and to withdraw for
the benefit of the Corporation moneys in excess of the amount required for such defeasance.
734 7523 8.5/J 000347528 25
Upon such deposit as described ab ove, such Bonds shall no longer be regarded to be
outstanding or unpai d. Pro vided, however, the Corporation has reserved the option, to be
exerci sed at the time of the defeasance of the Bonds, to call for redempti on, at an earlier date,
tho se Bonds which have been defeased to the ir maturity date, if the Corporation : (i) in the
proceedings provi ding for the firm banking and financial arrangements, expressly reserves the
right to cal l the Bonds for redemption; (ii) gives notice of the re s ervation of that ri ght to the
Holders of the Bonds immediate ly following the making of the firm banking and financial
arrangements ; and (iii) directs that notice of the reservati on be included in any redemption
noti ces that it autho rizes .
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 shal l not be
amended or repealed by the Corporation whi le any Bond remains Outstanding except as
permitted in this Section and Section 3 7 hereof. The Corporati on, may, without the consent of or
noti ce to any Holders , from time to time and at any time, amend thi s Resoluti on in any manner
not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency , or formal defect or omission here in. In addition, the Corporation may, with the
written consent from the owners holding a majority in aggregate principal amount of the Parity
Obligati ons then Outstanding affected thereby, amend, add to, or rescind any of the provisions of
thi s Re soluti on; provided that, without the written consent of al l Ho lders of Outstanding Bonds
effected, no such am endment, addition, or re scission 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 pri ce 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 re sci ssion.
SECTION 26. Muti lated, Destroye d, Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Regi strar may execute and deliver a
repl acement Bond of like form and tenor, and in the same denominati on and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substituti on for such destroyed, lost or sto len Bond, only up on the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Regi strar of
evidence sati sfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond,
and of the authenti city of the ownership thereof and (ii) the furni shing to the Paying
Agent/Regi strar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Regi strar harmless . All expenses and charges associated with such indemnity and
with the preparati on, execution and delivery of a replacement Bond shal l 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 muti lated, destroyed, lost, or sto len Bond shall be at any time enforceable by an yone ,
and shal l be entitled to al l the benefits of thi s Re solution equal ly and ratab ly with all other
Outstanding Bonds.
734 7523 8.5/100034 7528 26
SECTION 27. Covenants Regarding Tax-Exempt Status .
(a) Definitions. When used in this Secti on, the following terms have the following
meanmgs:
"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 al l
legi slati on, if any, effective on or before the Closing Date.
"Computati on Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any pro ceeds as defined in Section 1.148-1 (b) of
the Regulati ons , and any replacement proceeds as defined in Section 1.148-1 ( c) of
the Regulati ons , of the Bonds.
"I nve stment" has the meanmg set forth m Section 1.148-1 (b) of the
Regulations .
"N onpurpose Investment" means any investment property, as defined in
section l 48(b) of the Code, in which Gro ss Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purpo ses of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the
Regulati ons.
"Regul ations" means any proposed, temporary, or final Income Tax
Regulati ons issued pursuant to Secti ons 103 and 141 through 150 of the Code,
and I 03 of the Internal Revenue Code of 1954, which are ap plicable to the Bond s.
Any reference to any specific Regulation shal l al so mean, as appropriate, any
pro po sed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulati on referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.14 8-5
of the Re gulations and (2) the Bonds has the meaning set forth in Secti on 1.148-4
of the Regulati ons.
(b) Not to Cause Interest to Become Taxable. The Corporation shal l not use, permit the
use of, or omit to use Gro ss Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Pro ceeds) in a manner which if made or omitted, re spectively, would cause the interest on any
Bond to become includab le 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,
unl ess and until the Corporation receives a written opinion of counsel nati onal ly recognized in
the fi eld of muni cipal bond law to the effect that failure to comply with such covenant wi ll not
734 75238. 5/ I 00034 7528 27
adversely affect the exempti on from federal income tax of the interest on any Bond , the
Corporation shal l comply with each of the specific covenants in this Secti on.
(c) No Private Use or Private Payments . The Bonds are being issued to finance the
costs of the Proj ect for and on behal f of the City, a political subdivision of the State of Texas
and, in connecti on therewith, the City and the Corporation wi ll execute an agreement relating to
the ownershi p, operation and maintenance of the Projects while the Bonds are outstanding and
unpai d, which agreement provides that, except as permitted by section 141 of the Code and the
Regulati ons and rul ings thereunder, the Proj ects shall at all times prior to the last Stated
Maturity of Bonds:
(1) be exclusively owned, operated and maintained by the City, and
prohi bits the City from using or permitting the use of such Gro ss Proceeds or any
property acquired, constructed or improved with such Gro ss Proceeds in any
activity carri ed on by any person or entity other than a state or local government,
unl ess such use is solely as a member of the general public; and
(2) pro hibits the City from directly or indirectly imposing or accepting
any charge or other payment for use of Gro ss Proceeds of the Bonds or for any
property the acqui sition, construction or improvement of which is to be financed
or refinanced directly or indirectly with such Gro ss Proceeds, other than taxes of
general ap plication within the City or interest earned on investments acquired
with such Gro ss Proceeds pending app lication for their intended purposes.
(d) No Private Lo an. Except to the extent permitted by section 141 of the Code and the
Regul ations and rul ings thereunder, the Corporati on shall not use Gro ss Proceeds of the Bonds
to make or finance loans to any person or entity other than a state or local government. For
purpo ses of the foregoing covenant, such Gro ss Proceeds are considered to be "loaned" to a
person or entity if: ( 1) property acquired, constructed or impro ved with such Gro ss Proceeds is
sold or leased to such person or entity in a transacti on which creates a debt for federal in come
tax purpo ses ; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or simi lar contract or arrangement; or (3) indirect bene fits, or
burdens and benefits of ownershi p, of such Gro ss Proceeds or any property acquired,
constructed or improved with such Gro ss 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 ru lings thereunder, the Corporation shal l not at any time pri or to
the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Inve stment (or use Gro ss Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of al l Investments acquired with Gro ss Proceeds (or
with money rep laced th ereby), whether then he ld or previously disposed of, exceeds the Yield
of the Bonds.
(f) Not Federal ly Guaranteed . Except to the extent permitted by section 149(b) of the
Code and the Regul ati ons and ru lings thereunder, the Corporati on shal l not take or omit to take
734 75238. 5/100034 7528 28
any action which would cause the Bonds to be fe deral ly guaranteed within the meaning of
secti on l 49(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The Corporation shall timely file the information required by
secti on 149(e) of the Code with the Secretary of the Treasury on Form 803 8-G or such other
form and in such place as the Secretary may prescribe .
(h) Rebate of Arbitrage Profits . Except to the extent otherwi se provided in section
l 48(f) of the Code and the Regul ati ons and ru lings thereunder:
(I) The Corporation and the City shall account for al l Gro ss Proceeds
(including al l re ceipts, expenditures and investments thereof) on its books of
ac count separate ly and apart from all other funds (and receipts , expenditures and
investments thereof) and shall retain al l records of ac counting for at least six years
after the day on whi ch the last outstanding Bond is di scharged. However, to the
extent permitted by law, the Corporation may commingle Gro ss Proceeds of the
Bonds with other money of the Corporati on, provided that the Corporation
separately accounts for each receipt and expenditure of Gro ss Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the Corporation
shal l calculate the Rebate Amount in accordance with ru les set forth in section
148(f) of the Code and the Re gulati ons and rulings thereunder. The Corporation
shal l maintain such calculations with its official transcript of pro ceedings re lating
to the issuance of the Bonds until six years after the final Computation Date.
(3 ) As add itional consi deration 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 gro ss income of the owners thereof for federal income tax
purposes, the Corporation shal l pay to the United States out of the Bond Fund or
its general fund, as permitted by app licable Texas statute, regulati on 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 1.14 8-3 ( e )(2) of the
Regulati ons, one hundred percent (I 00%) 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 al l cases, the rebate payments shal l be made at
the times, in the instal lments , 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 803 8-T or such other forms and
information as is or may be required by Secti on l 48(f) of the Code and the
Regulations and rul ings thereunder.
( 4) The Corporation shal l 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
734 75238.5/J 00034 7528 29
within a reasonable amount of time thereafter (and in al l events within one
hundred eighty ( 180) days after di scovery of the error), inc luding payment to the
United States of any additional Rebate Amount owed to it, interest thereon, and
any penalty impo sed under Section 1.148 3(h) of the Regulations .
(i) Not to Divert Arbitrage Profits . Except to the extent permitted by section 148 of the
Code and the Re gulations and rulings thereunder, the Corporation shal l not, at any time prior to
the earl ier 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 thi s
Section because such transaction results in a smaller profit or a larger loss than wo uld have
re sulted if the transaction had been at arm 's length and had the Yield of the Bonds not been
re levant to either party .
(j) Elections. The Corporation hereby directs and authorizes the Chairman of the Board
and the President, Vice President, Secretary, Deputy Secretary and Treasurer of the
Corporation, individually or jointly, to make elections permitted or required pursuant to the
provisions of the Code or the Re gulations, as they deem necessary or appropriate in connection
with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate,
form or document.
SECTION 28. Sale of Bonds. Pursuant to a public sale for the Bonds, the bid submitted
by Robert W. Baird & Co., Inc . (herein referred to as the "Purchasers") is declared to be the best
bid re ceived producing the lowest true interest cost rate to the Corporation and such bid is hereby
accepted and the sale of the Bonds to said Purchasers at the pri ce of par, plus a premium of
$16,147.79 is hereby approved and confirmed. Term s of such sale are declared to be in the best
interest of the Corporati on.
SECTION 29. Official Statement. The use of the Preliminary Offi cial Statement by the
Purchasers in connection with the public offering and sale of the Bonds is hereby ratified,
confirmed and approved in al l respects. The final Official Statement, which re flects the terms of
sale, together with such changes approved by the Chairman of the Board of Directors or the
President, Vice President, Secretary, Deputy Secretary or Treasurer of the Corporation (one or
more of said official s), shal l be and is hereby in al l respects approved and the Purchasers are
hereby authorized to use and distribute said final Official Statement, dated October 23, 20 18, in
the reoffering, sale and delivery of the Bonds to the public. The President and Secretary or
Deputy Secretary of the Board of Directors are further auth orized and directed to manual ly
execute and deliver for and on behalf of the Corporation copies of said Official Statement in final
form as may be required by the Purchasers, and such final Official Statement in the form and
content manual ly executed by said officials shall be deemed to be approved by the Board of
Directors and constitute the Offi cial Statement authorized for distribution and use by the
Purchasers .
SECTION 30. Proceeds of Sale. Immediately followi ng the delivery of the Bonds, the
pr oceeds of sale, less amounts to pay costs of issuance, shal l be deposited to the credit of the
construction fund maintained at a depository bank of the Corporation. Pending expenditure for
authorized projects and purposes, Bond proceeds may be invested in authorized investments and
any investment earnings re alized shall be expended for such authorized proj ects and purposes or,
in the event such proj ects have been completed, depo sited in the Bond Fund . Any surplus
pro ceeds of sale of the Bonds, inc luding investment earnings, remaining after completion of all
73475238.5/100034 7528 30
auth orized projects or purposes shal l be disbursed for payment of costs of issuance or deposited
to the credit of the Bond Fund.
SECTION 31. Notices to Holders -Waiver. Wherever thi s Resolution provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwi se 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 noti ce to Holders is given by mail, neither the failure to mail such
notice to any particul ar Holders, nor any defect in any noti ce so mai led, shall affect the
sufficiency of such notice with respect to al l other Bonds . Where this Resolution provides for
notice in any manner, such noti ce may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with re spect to which such notice is given, and such
waiver shall be the equival ent of such noti ce. Waivers of notice by Holders shal l be filed with
the Paying Agent/Regi strar, but such filing shall not be a condition precedent to the validity of
any acti on taken in reliance upon such waiver.
SEC TION 32. Cancellation. All Bonds surrendered for payment, redempti on, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shal l be promptly canc eled by it and, if
surrendered to the Corporati on, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shal l be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time del iver to the Paying Agent/Regi strar for cancellation any Bonds previously
certi fied or regi stered 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/Regi strar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
di rected by the Corporati on.
SECTION 33. Legal Opinion. The Purchasers ' obligation to accept del ivery of the
Bonds is subj ect to being furnished a final opinion of Norton Ro se Fulbright US LLP, Dal las,
Texas, approving the Bonds as to their validity, with such opinion to be dated and delivered as of
the date of delivery and payment for the Bonds . The engagement of such firm as bond counsel
to the Corporati on is hereby confirmed. A true and correct reproduction of said opinion is
hereby authorized to be printed on the definitive Bonds or an executed counterpart thereof shal l
accompany the global Bonds depo sited with DTC .
SECTION 34. CUSIP Numbers . CUSIP numbers may be printed or typed on the
definitive Bonds . However, it is expre ssly provided that the presence or absence of CU SIP
numbers on the definitive Bonds shall be of no signi fi cance and shall have no effect on the
legal ity of such bonds. Furthermore, neither the Corporation nor attorneys approving the Bonds
as to legality are to be held re sponsible for CUSIP numbers incorrectly printed or typed on the
definitive Bond s.
SECTION 35. Control and Custody of Bonds. The President of the Corporation shall be
and is hereby authorized to take and have charge of al l necessary orders and records pend ing
investigati on 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
734 75238.5/1 00034 7528 31
regi strati on thereof by the Comptro ller of Public Accounts and the delivery thereof to the
Purchaser s.
SECTION 36. Benefits of Resoluti on. Nothing in thi s Resolution, expressed or impl ied,
is intended or shal l be construed to confer up on any person other than the Corporation, the
Paying Agent/Regi strar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of thi s Re solution or any provision hereof, this Resolution and al l its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Payi ng
Agent/Regi strar and the Holders .
SECTION 37. Continuing Disclosure Undertaking.
(a) Definitions. As used in thi s Section, the fo llowing terms have the meanings
ascri bed to such term s below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rul e" means SEC Rul e l 5c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commi ssion.
(b) Annual Reports. The Corporation shal l provide annually to the MSRB ( 1) within
six month s after the end of each fiscal year of the City beginning in the year 20 18, financial
information and operating data with respect to the City of the general type included in the final
Official Statement in Tables 1 through 5, (2) if not provided as part such financial information
and operating data, audited financial statements of the City, when and if available. If the audit
of such financial statements is not complete within twe lve ( 12) months after any such fiscal year
end, then the Corporation shall file unaudited financial statements within such twelve-month
peri od and audited financial statements for the app licable fiscal year, when and if the audit
report on such statements becomes avai lable. Any finan cial statements to be provided shall be
(i) prepared in accordance with the accounting principles described in Appendix B to the
Official Statement, or such other accounting principles as the Corporation may be required to
emp loy from time to time pursuant to state law or regulation, and in substant ially the form
included in the Official Statement, and (ii) audited, if the Corporation commi ssions 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 wi ll 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 otherwi se
wo uld be required to provide financial information and operating data pursuant to th is Section.
The finan cial informati on 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 avai lable to the public on the MSRB's Internet Web site or filed with the SEC.
( c) Notice of Certain Events. The Corporation shal l provide notice of any of the
following events with re spect to the Bonds to the MSRB in a timely manner and not more than
10 business days after occurrence of the event :
734 7523 8.5/1000347528 32
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if materi al ;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of cre dit or liquidity pro viders , or their failure to perform ;
6. Adverse tax opini ons, the issuance by the Internal Revenue Servi ce of proposed
or final determinati ons of taxabi lity, Notices of Propo sed Issue (IRS Form 5701 -TEB), or other
material notices or determinations with re spect 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 mate rial , and tender offers ;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
materi al ;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the Corporation, which
shal l occur as described below;
13. The consummation of a merger, consolidation, or ac qm s1t10n involving the
Corporation or the sale of al l or substanti ally al l of its assets, other than in the ordinary course of
bu siness, the entry into of a definitive agreement to undertake such an action or the termination
of a definitive agreement re lating to any such actions, other than pursuant to its term s, if
materi al ; and
14. Appointment of a succe ssor or additional trustee or the change of name of a
trustee, if materi al .
For th ese purpo ses, any event described in the immediately preceding subsecti on ( c) 12 is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Corporation in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or fe deral law in which a court or governmental aut hority
has assumed jurisdiction over sub stantial ly al l 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
au thority , or the entry of an order confirming a plan of reorganization, arrangement, or
liquidati on by a court or governmental authority having supervision or jurisdiction over
substantially al l of the as sets or business of the Corporati on.
734 7523 8.5/ I 00034 7528 33
The Corporati on shal l 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 Secti on.
( d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Secti on
shall be provided in an electronic format prescribed by the MSRB and shal l be accompanied by
identifying information as prescribed by the MSRB.
( e) Limitat ions, 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 remai ns 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 cal ls and defeasance that cause the Corporation to be no longer
such an "obligated person ."
The provi sions of this Secti on 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, re medy, 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
pro vided within thi s Section, the Corporation does not undertake to provide any other
informati on, whether or not it may be relevant or material to a complete presentation of the
Corporati on 's financial results, conditi on, 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
us efulness to a deci sion to invest in or sell Bonds at any future date.
UNDER NO CIRCUMS TANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF AN Y BOND OR ANY OTHER PERSON, IN
CONTRACT OR TO RT, FOR DAMAGES RE SULTING IN WHOLE OR IN PART FROM
AN Y BREACH BY THE CORP ORATION, WHETHER NEGLIGENT OR WITHOUT FAULT
ON ITS PART, OF AN Y 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 BRE ACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERF ORMANCE.
No default by the Corporation in observing or performing its obli gati ons under this
Section shal l constitute a breach of or default under this Resolution for purposes of any other
pr ovision of th is Re solution .
Noth ing in thi s Secti on is intended or shall act to disclaim, waive, or otherwi se limit the
duties of the Corporati on under federal and state securities laws .
Notwithstanding anything herein to the contrary, the pro visions of thi s Section may be
am ended 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
73475238 5/100034 7528 34
of operations of the Corporation, but only if ( 1) the provisions of this Section, as so amended,
wo uld have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rul e, taking into account any amendments or interpretations of the
Rule to the date of such amendment, as we ll as such changed circumstance s, and (2) either (a)
the Hol ders of a majority in aggregate principal amount (or any greater amount required by any
other provi sion of thi s Re solution that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a Person that is unaffi liated with the Corporation (such as
nati onal ly recognized bond counsel) determines that such amendment wi ll not materially impair
the interests of the Holders and beneficial owners of the Bonds. The provi sions of this Secti on
may al so be amended from time to time or repealed by the Corporation if the SEC amends or
repeal s the app licable provi sions of the Rule or a court of final jurisdiction determines that such
provi sions are invalid, but only if and to the extent that reservation of the Corporation's right to
do so wou ld not prevent underwriters of the initial public offering of the Bonds from lawfully
purchasing or selling Bonds in such offeri ng. If the Corporation so amends the provi sions of this
Secti on, it shall include with any amended financial information or operating data next provided
pursuant to subsecti on (b) of this Section an explanati on, 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 pro vided .
SECTION 38. Inconsi stent Provisions. All orders or reso lutions, or parts thereof, which
are in conflict or inconsi stent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of th is Resolution shall be and remain contro lling as to
the matters contained here in.
SECTION 39. Governi!}g Layy. This Resolution shall be construed and enforced m
accordance with the laws of the State of Texas and the United States of America.
SECTION 40. Severability. If any provision of th is Re solution or the application thereof
to any circumstance shal l be he ld to be inval id, the remainder of thi s Re solution and the
application thereof to other circumstances shal l nevertheless be valid, and the Board hereby
declares that this Reso luti on would have been enacted without such inval id provi sion.
SECTION 41. Construction of Terms. If appropriate in the context of thi s Re so lution,
words of the singular number shall be considered to include the plural, words of the plural
number shal l be considered to include the singular, and words of the masculine, feminine or
neuter gender shal l be considered to include the other genders.
SECTION 42. Incorporation of Findings and Determinations. The findings and
determinations of the Board contained in the preamble hereof are hereby incorporated by
reference and made a part of thi s Resolution for al l purposes as if the same were restated in full
in thi s Section.
SECTION 43 . Further Pro cedures. Any one or more of the Chairman of the Board and
the Pre sident, Vice President, Secretary, Deputy Secretary and Treasurer of the Corporation are
hereby expre ssly authorized, empowered and directed from time to time and at any time to do
and perform al l such acts and thi ngs and to execute, acknowl edge and del iver in the name and on
behal f of the Corporati on al l agreements, instruments, certi ficates or other documents, whether
menti oned herein or not, as may be necessary or desirable in order to carry out the terms and
73475238.5/I 00034 7528 35
provi sions of thi s Re solution and the issuance, sale and delivery of the Bonds. In addition, prior
to the initial de l ivery of the Bonds, the Chairman of the Board and the President, Vice President,
Secretary, Deputy Secretary and Treasurer of the Corporation or Bond Coun sel to the
Corporati on are each hereby authorized and directed to approve any changes or corrections to
thi s Re solution or to any of the documents authorized and approved by thi s Resolution: (i) in
order to cure any ambiguity, formal defect, or omi ssion in the Resolution or such other
document; or (ii) as reque sted by the Attorney General of the State of Texas or his representative
to obtain the approval of the Bonds by the Attorney General . In the event that any officer of the
Corporation wh ose signature shal l appear on any document shall cease to be such officer before
the del ivery of such document, such signature neverthe less shal l be valid and sufficient for all
purposes the same as if such officer had remained in office until such de livery . Additional ly,
the appointment of the Deputy City Secretary of the City as Deputy Secretary of the Corporation
is hereby confirmed and ratified.
SECTION 44. Public Meeting. It is officially found, determined, and declared that the
meeting at which th is Resoluti on is adopted was open to the public and public notice of the time,
place, and subj ect matter of the public business to be considered at such meeting, including th is
Resoluti on, was given, al l as required by Texas Government Code, Chapter 55 1, as amended.
SECTION 45 . Effective Date . This Re solution shall be in force and effect from and after
its passage on the date shown below.
[R emainder of page left blank intentionally}
734 75238.5/1000347528 36
PAS SED AND ADOPTED, thi s October 23, 20 18.
EULESS DEVELOPMENT CORPORATION
ATTEST:
Deputy
(Corporate Seal)
7347523 8.5/ 1 00034 7528 [signature page of Resolution]