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HomeMy WebLinkAbout18-1538 10-23-2018CERT IFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF TARRANT CITY OF EULESS § § § § § I, the undersigned, City Secretary of the City of Euless, Texas, DO HEREBY CERTIFY as follows : 1. On the 23rd day of October, 20 18, a regular meeting of the City Council (the "Council") of the City of Euless, Texas (the "City"), was held at a meeting place within the City; the duly constituted members of the Council being as follows : LINDA MARTIN TIM STINNEFORD JEREMY TOMPKIN S EDDIE PRICE LINDA EILENFELDT HARRY ZIMMER SALMAN BHOJANI ) ) ) ) ) ) MAYOR MAYOR PRO-TEM COUNCIL MEMBERS and all of said persons were present at said meeting, except the following : none. Among other business considered at said meeting, the attached resolution entitled: "A RE SOLUTION by the City Council of the City of Euless, Texas , relating to the "Euless Development Corporation Sales Tax Revenue Bonds, Series 20 1 8"; approving the reso lution of the Euless Development Corporation autho rizing the issuance of such bonds; re solving other matters incident and related to the issuance of such bonds ; and providing an effective date" was introduced and submitted to the Council for passage and adoption. After presentation and due consideration of the resolution, and upon a motion being made and seconded, the resolution was finally passed and adopted by the Council by the following vote : 7 voted "For" _O_ voted "Against" 0 abstained --- all as shown in the official minutes of the Council for the meeting held on the aforesaid date . 2. The attached resoluti on is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the Council on the date of the aforesaid meeting are tho se 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 Council; and that said meeting, and the deliberati on of the afo resaid public busines s, was open to the public and written notice of said meeting, including the subj ect of the above entitled re solution, was posted and given in advance thereof in compliance with the provisions of Texas Government Code, Chapter 5 51, as amended. 73544919.1/10003 4 7528 IN WITNESS WHEREOF, I have hereunto signed my name officially and affi xed the seal of said City, this the 23rd day of October, 20 18. Deput (City Seal) 73544919.1I I 00034 7528 [signature page of Certi ficate of City Secretary] A RE SOLUTION by the City Council of the City of Euless, Texas, relating to the "Euless Development Corporati on Sales Tax Revenue Bonds, Series 20 1 8"; approving the resolution of the Euless Development Corporation authorizing the issuance of such bonds ; resolving other matters incident and related to the issuance of such bonds ; and providing an effective date. WHEREAS, Euless Development Corporation (the "Issuer") was created by the City of Euless, Texas (the "City"), pursuant to the provisions of Title 12, Subtitle Cl of the Texas Local Government Code, as amended (formerly Section 4B of the Development Corporation Act of 1979, Article 519 0.6, Vernon's Texas Civil Statutes) (hereinafter referred to as the "Act"); and WHEREA S, pursuant to the Act, the Issuer is empowered to issue bonds for the purpose of defraying the cost of any "project " defined as such by the Act ; and WHEREAS, the Board of Directors of the Issuer has found and determined that construction of parks and park faci lities located at Carr Park within the City constitute proj ects within the meaning of Secti on 505 .152 of the Act (the "Project") and the costs of constructing and equipping such Proj ect should be financed from the proceeds of sale of the "Euless Development Corporation Sales Tax Revenue Bonds, Series 20 18" dated October 15, 20 18 (the "Bonds "); and: WHEREAS, Section 50 1 .204 of the Act requires the City Council of the City to approve the resolution of the Issuer providing for the issuance of bonds no more than sixty (60) days prior to the delivery of such bonds ; now, therefore, BE IT RE SOLVED BY THE CITY COUNCIL OF THE CITY OF EULESS, TEXAS : SECTION 1: The Resolution authorizing the issuance of the Bonds, adopted by the Issuer (the "Issuer Re solution") on October 23, 20 18 and submitted to the City Council this day, is hereby approved in all respects . The Bonds are being issued to finance the costs of acquiring and purchasing the Project, which is located within the City of Euless. SECTION 2: The approval s herein given are in accordance with Section 50 1 .204 of the Act and the Issuer's bylaws, and the Bonds shall never be construed as an indebtedne ss or pledge of the City or the State of Texas (the "State "), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in who le or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant the Act) or any other revenues of the Issuer, the City or the State, except tho se revenues as signed and pledged by the Issuer Re solution. SECTION 3: The City hereby agrees to promptly collect and remit to the Issuer the Gross Sales Tax Revenues (as defined in the Issuer Resolution) in accordance with the terms of the Issuer Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and coop erate with the Issuer in the enforcement and co llection of sales and use taxes imposed on behalf of the Issuer. SECTION 4: The City hereby acknowledges and recognizes that the Bonds are being issued as tax-exempt obligat ions under and pursuant to section 103(a) of the Code (as defined 73544912.3/10003 4 7528 below) and, in connection therewith, the City hereby makes the following representati ons and warranties to the Issuer : (a) Definitions. When used in this Section, the following terms have the following meanings : "Closing Date" means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Secti on 1.148-1 (b) of the Regulations. "Gross Proceeds" means any pro ceeds as defined in Section 1.148-1 (b) of the Regulations , and any replacement proceeds as defined in Section 1.148-1 ( c) of the Regulations, of the Bonds . "Investment" has the meanmg set forth m Section 1.148-1 (b) of the Regulations. "Nonpurpose Inve stment" means any investment property, as defined in section 148(b) of the Code, in which Gro ss Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds . "Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the Regulations. "Regul ations" means any proposed, temporary, or final Income Tax Regul ations issued pursuant to Secti ons 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are app licable to the Bonds . Any reference to any specific Regulation shall also mean, as appropriate, any propo sed, temporary or final Income Tax Regulation des igned to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148- 5 of the Regulati ons and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations . (b) Not to Cause Interest to Become Tax ah l e . Th e City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acqui sition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gro ss income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the fore going, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely 735 449 1 2.3/100034 7528 2 affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the sp ecific covenants in this Secti on. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds : ( 1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gro ss Proceeds of the Bonds , and not use or permit the use of such Gro ss Proceeds (including al l contractual arrangements with terms different than tho se ap plicable to the gen eral public) or any property acquired, constructed or improved with such Gro ss Proceeds in any activity carried on by any person or entity (including the United States or any agency, dep artment and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gro ss Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such 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 Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gro ss Proceeds of the Bonds to make or finance loans to any person or entity other lhan a state or local govenm1 ent. For purposes of the fo regoing covenant, such Gro ss Proceeds are considered to be "loaned" to a person or entity if: ( 1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such 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 rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gro ss Proceeds in any Investment (or use Gr oss Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gro ss Proceeds (or with money rep laced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulati ons and rulings thereunder, the City shall not take or omit to take any 735 449 1 2.3/1 00034 7528 3 action which wo uld cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regul ations and rulings thereunder. (g) Payment of Rebatable Arbitrage . Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gro ss Proceeds (including all receipts, expenditures and investments there of) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gro ss Proceeds of the Bonds with other money of the City, provided that the City 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 City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regul ations and rul ings thereunder. The City shall maintain such cal culations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date . (3 ) As ad ditional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gro ss income of the owners thereof for federal income tax purposes, the City shal l remit to the Issuer for payment to the United States the amount descri bed in paragraph (3 ) above and the amount described in paragraph ( 4) below, at the times, in the manner and accompanied by such forms or other information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. ( 4) The City shall exercise reasonable diligence to as sure that no errors are made in the calcul ations and payments required by paragraph (2), and if an error is made, to discover and promptly correct such error within a reasonable amount of ti me thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including the amount remitted to the Issuer for payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Secti on 1.148 3(h) of the Regulations. SECTION 5: The City hereby acknowledges and recognizes that the Issuer has made a continuing disclosure undertaking with respect to the Bonds in the Issuer Re solution which obligates the Issuer to file certain financial information and operating data with respect to the Corproation of the general type included in the final Official Statement for the Bonds in Tables 1 through 5, and 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 twelve (12) months after any such fiscal year end, then the Issuer shall file unaudited financial statements of the City within such twelve-month period and audited financial 73544912.3/100034 7528 4 statements for the app licable fiscal year, when and if the audit report on such statements becomes available. The City acknowledges such filing requirements are comparable to the City's undertakings with respect to its own bonds and shal l use good faith, commercially reasonably efforts to as sist the Issuer in complying with such undertaking. SECTION 6: The Mayor, the Mayor Pro Tern, the City Secretary, the Deputy City Secretary, the City Manager and Director of Finance of the City are hereby authorized, jointly and severally, to execute and deliver such endorsements, instruments, certificate s, documents, or other papers necessary and advisable to carry out the intent and purposes of this Re solution and the Issuer Resolution. SECTION 7: It is officially found, determined, and declared that the meeting at which this Re solution is adopted was open to the public and public notice of the time, place, and subject matter of the public busine ss to be considered at such meeting, including this Re solution, was given, al l as required by Texas Government Code, Chapter 55 1, as amended. SECTION 8: Thi s Resolution shal l be in force and effect from and after its passage on the date shown below. [R emainder of page left blank intentionally} 735449 12.3/100034 7528 5 PASSED AND ADOPTED, th is October 23, 20 18. CITY OF EULES S, TEXAS ATTEST: (City Seal) 735449 12.3/1 00034 7528 [signature page of City Resolution]