HomeMy WebLinkAboutEDC Reso 23-19 Sales Tax Revenue Bonds, Series 2019 RESOLUTION
AUTHORIZING THE ISSUANCE OF ..
EULESS DEVELOPMENT CORPORATION
SALES TAX REVENUE BONDS
SERIES 2019
Adopted November 12, 2019
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TABLE OF CONTENTS
Page
SECTION 1 Definitions 1
SECTION 2 Authorization - Designation - Principal Amount - Purpose 4
SECTION 3 Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Bond Date 4
SECTION 4 Terms of Payment - Paying Agent/Registrar 5
SECTION 5 Redemption 6
SECTION 6. Registration - Transfer- Exchange of Bonds - Predecessor Bonds 8
SECTION 7 Book Entry Only Transfers and Transactions 9
SECTION 8 Execution - Registration . . .. .... 9
SECTION 9 Initial Bond(s) 10
SECTION 10 Forms 10
SECTION 11 Pledge 18
SECTION 12 Pledged Revenue Fund . 18
SECTION 13 Bond Fund 19
SECTION 14 Reserve Fund . . . . . 19
SECTION 15 Deficiencies 21
SECTION 16. Payment of Bonds 21
SECTION 17 Investments - Security of Funds 21
SECTION 18 Issuance of Additional Obligations 22
SECTION 19. Refunding Bonds 22
SECTION 20 Subordinate Lien Debt 22
SECTION 21 Confirmation and Levy of Sales Tax 23
SECTION 22 Records and Accounts 23
SECTION 23. Representations as to Security for the Bonds 24
SECTION 24 Satisfaction of Obligation of Corporation 25
SECTION 25 Resolution a Contract - Amendments 26
SECTION 26 Mutilated, Destroyed, Lost and Stolen Bonds ... . .... 26
SECTION 27 Covenants Regarding Tax-Exempt Status 27
SECTION 28 Sale of Bonds . . 30
SECTION 29 Official Statement 30
SECTION 30 Proceeds of Sale . . .. . 30
SECTION 31 Notices to Holders - Waiver 31
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TABLE OF CONTENTS
(continued)
Page
SECTION 32 Cancellation ... 31
SECTION 33 Legal Opinion. .... 31
SECTION 34 CUSIP Numbers ... . 31
SECTION 35 Control and Custody of Bonds ... . 31
SECTION 36 Benefits of Resolution .... 32
SECTION 37 Continuing Disclosure Undertaking .... 32
SECTION 38 Inconsistent Provisions ... . 35
SECTION 39 Governing Law ... 35
SECTION 40 Severability.... 35
SECTION 41 Construction of Terms .... 35
SECTION 42 Incorporation of Findings and Determinations 36
SECTION 43 Further Procedures .... 36
SECTION 44 Public Meeting 36
SECTION 45 Effective Date .. 36
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A RESOLUTION authorizing the issuance of "EULESS DEVELOPMENT
CORPORATION SALES TAX REVENUE BONDS, SERIES 2019",
pledging certain "Pledged Revenues" of the Corporation, including "Gross
Sales Tax Revenues", to the payment of the pnncipal of and interest on
such bonds and enacting other provisions incident and related to the
issuance, payment, secunty and delivery of such bonds, including the
approval and execution of a Paying Agent/Registrar Agreement and the
approval and distnbution of an Official Statement, and providing an
effective date
WHEREAS, 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
WHEREAS, the Board of Directors of the Corporation (the "Board") hereby finds and
determines that Corporation should issue sales tax revenue bonds (as descnbed herein) to finance
the costs of improvements to parks and park facilities within the City of Euless, Texas (the
"City") and pay the costs associated with the issuance of such bonds, and
WHEREAS, a public heanng was duly held and conducted on August 13, 2018 by the
Board regarding the Corporation's intention to participate in such project and notice of such
public heanng was published on August 1, 2018 in the Fort Worth Star-Telegram, a newspaper
of general circulation in the City, and,
WHEREAS, the Board hereby finds and determines such bonds can and should be issued
on a panty with the outstanding and unpaid "Previously Issued Bonds" (hereinafter identified
and defined), and
WHEREAS, in accordance with Section 505 152 of the Act, the Board has further
determined and hereby finds that the Project (as defined herein) is required or suitable for use for
amateur sports, and
WHEREAS, the Board has further determined and hereby finds that the Project to be
financed by the issuance of the bonds is for and on behalf of the City, now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE EULESS
DEVELOPMENT CORPORATION
SECTION 1. Definitions For all purposes of this Resolution and in particular for
clanty with respect to the issuance of the Bonds herein authonzed and the pledge and
appropnation of revenues to the payment of the Bonds, the following definitions are provided
"Act" - the Development Corporation Act, specifically Chapters 501, 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
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the Previously Issued Bonds and the Bonds, are equally and ratably secured by a panty pledge of
and claim on the Pledged Revenues under the terms of this Resolution and a Supplemental
Resolution
"Average Annual Debt Service" - That amount which, at the time of computation, is
denved 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, Senes
2019", dated November 1, 2019, 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 pnor to
maturity, the principal amounts thereof will be redeemed prior to maturity in accordance with the
mandatory redemption provisions applicable thereto
"Depository" - A commercial bank or other qualified financial institution eligible and
qualified to serve as the custodian of the Corporation's monetary accounts and funds
"Fiscal Year" - The twelve month financial accounting period used by the Corporation
ending September 30 in each year, or such other twelve consecutive month period established by
the Corporation
"Government Obligations" - (i) direct noncallable obligations of the United States of
America, including obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or
instrumentality of the United States, including obligations unconditionally guaranteed or insured
by the agency or instrumentality and, on the date of their acquisition or purchase by the
Corporation, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a
county, municipality, or other political subdivision of a state that have been refunded and that, on
the date of their acquisition or purchase by the Corporation, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent, and (iv) any
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other then authonzed securities or obligations that may be used to defease obligations such as the
Bonds under the then applicable laws of the State of Texas
"Gross Sales Tax Revenues" - All of the revenues or receipts due or owing to, or
collected or received by or on behalf of the Corporation by the City or otherwise pursuant to the
Act and the election 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 Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such
charges and retention are authonzed or required by law
"Outstanding" - When used in this Resolution with respect to Bonds or Panty
Obligations, as the case may be, means, as of the date of determination, all Bonds and Panty
Obligations theretofore sold, issued and delivered by the Corporation, except
(i) those Bonds or Panty Obligations canceled or delivered to the transfer
agent or registrar for cancellation in connection with the exchange or transfer of such
obligations; and
(ii) those Bonds or Panty Obligations paid or deemed to be paid in accordance
with the provisions of Section 24 hereof or similar provisions of any Supplemental
Resolution authonzing the issuance of Additional Obligations, and
(iii) those Bonds or Panty Obligations that have been mutilated, destroyed,
lost, or stolen and replacement obligations have been registered and delivered in lieu
thereof
"Panty 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 specifically dedicated, pledged or otherwise encumbered in
a Supplemental Resolution for the payment and security of Panty Obligations
"Previously Issued Bonds" - the outstanding "Euless Development Corporation Sales Tax
Revenue Bonds, Series 2018", dated October 15, 2018, issued in the ongmal principal amount of
$1,635,000
"Project" — improvements to City parks and park facilities located at the Parks at Texas
Star, including softball facilities, within the City, and to pay costs of issuance associated 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
"Sales Tax" - The local sales and use tax authonzed under the Act, approved at an
election held on January 16, 1993, and the effective date for the imposition and application of
such Sales Tax within the corporate limits of the City by the Comptroller of Public Accounts of
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the State of Texas being July 1, 1993, together with any increases in the rate of such Sales Tax
authonzed and provided by law
"Supplemental Resolution" - Any resolution of the Board supplementing this Resolution
for the purpose of authorizing and providing the terms and provisions of the Bonds or Additional
Obligations, or supplementing or amending this Resolution for any other authonzed purpose
permitted in Sections 18 or 25 hereof, including resolutions authonzmg the issuance of
Additional Obligations or pledging and encumbenng income, revenues, receipts or property
other than the Gross Sales Tax Revenues to the payment and secunty of the Panty Obligations
SECTION 2 Authonzation - Designation - Pnncipal Amount - Purpose Bonds of the
Corporation shall be and are hereby authonzed to be issued in the aggregate pnncipal amount of
$4,120,000 to be designated and bear the title "EULESS DEVELOPMENT CORPORATION
SALES TAX REVENUE BONDS, SERIES 2019" (hereinafter referred to as the "Bonds") for
the purpose of funding the Project, 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 Registered Obligations - Authorized Denominations - Stated
Matunties - Bond Date. The Bonds shall be issued as fully registered obligations only, shall be
dated November 1, 2019 (the "Bond Date"), shall be in denominations of$5,000 or any integral
multiple (within a Stated Matunty) thereof, and shall become due and payable annually on
September 15 in each of the years and in the pnncipal amounts (the"Stated Maturities") and bear
interest at the per annum rates in accordance with the following schedule.
Year of Pnncipal Interest
Stated Matunty Amount Rate
2020 $175,000 4.000%
2021 $145,000 4 000%
2022 $155,000 4 000%
2023 $160,000 4 000%
2024 $165,000 4 000%
2025 $175,000 4.000%
2026 $180,000 4 000%
2027 $185,000 4 000%
2028 $195,000 4 000%
2029 $200,000 4 000%
2030 $210,000 3.000%
2031 $215,000 2 500%
2032 $220,000 2.500%
2033 $225,000 3 000%
2034 $235,000 3 000%
2035 $240,000 3 000%
2036 $250,000 3 000%
*** *** ***
2039 $790,000 3 000%
The Bonds shall bear interest on the unpaid pnncipal amounts from the date of their
delivery to the initial purchasers, anticipated to be December 12, 2019 (the "Delivery Date') at
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the rates per annum shown above in this Section (calculated on the basis of a 360-day year of
twelve 30-day months), and such interest shall be payable on March 15, 2020, and on each
September 15 and March 15 thereafter until maturity or prior redemption
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
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders
The selection and appointment of U S Bank National Association, Dallas, Texas to serve
as Paying Agent/Registrar for the Bonds is hereby approved and confirmed Books and records
relating to the registration, payment, transfer and exchange of the Bonds (the "Secunty
Register") shall at all times be kept and maintained on behalf of the Corporation by the Paying
Agent/Registrar, as provided herein and in accordance with the terms and provisions of a
"Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and
such reasonable rules and regulations as the Paying Agent/Registrar and the Corporation may
prescribe The President or Vice President and the Secretary or Deputy Secretary of the
Corporation are authorized to execute and deliver such Paying Agent/Registrar Agreement in
connection with the delivery of the Bonds The Corporation covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor
Paying Agent/Registrar shall be a commercial bank, trust company, financial institution or other
entity qualified and authorized to serve in such capacity and perform the duties and services of
Paying Agent/Registrar Upon any change in the Paying Agent/Registrar for the Bonds, the
Corporation agrees to promptly cause a written notice thereof to be sent to each Holder by
United States Mail, first class postage prepaid, which notice shall also give the address of the
new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds, shall be payable at the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at its designated offices, initially in St Paul, Minnesota, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office") Interest on the Bonds shall be paid to the Holders
whose 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 shall be paid by the
Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by such other method, acceptable
to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located 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
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In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Corporation Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice
SECTION 5 Redemption
(a) Optional Redemption The Bonds maturing on and after September 15, 2030 may
be redeemed prior to their Stated Maturities, at the option of the Corporation, in whole or in part
in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity
by lot by the Paying Agent/Registrar), on September 15, 2029, or on any date thereafter at the
redemption price of par, together with accrued interest to the date of redemption.
At least forty five (45) days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the Corporation shall
notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the
Corporation to exercise the right to redeem Bonds shall be entered in the minutes of the
governing body of the Corporation
(b) Mandatory Sinking Fund Redemption The Bonds having a Stated Maturity of
September 15, 2039 (the "Term Bonds") shall be subject to mandatory redemption in part prior
to maturity at the redemption price of par and accrued interest to the date of redemption on the
respective dates and in principal amounts as follows.
Term Bonds due September 15, 2039
Redemption Date Principal Amount
September 15, 2037 $ 255,000
September 15, 2038 $ 265,000
September 15, 2039 (maturity) $ 270,000
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds to be
redeemed on the next following September 15 from moneys set aside for that purpose in the
Bond Fund (as defined in this Resolution) Any Term Bond not selected for prior 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 Corporation, by the principal amount of
Term Bonds which, at least 50 days prior to the mandatory redemption date, (1) shall have been
acquired 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/Registrar
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for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
set forth in paragraph (a) of this Section and not theretofore credited against a mandatory
redemption requirement
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Matunty are to be redeemed on a redemption date, the Paying Agent/Registrar shall
treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal
amount thereof, to be redeemed within such Stated Maturity by lot
(d) Notice of Redemption Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the Corporation and at the Corporation's expense, to each Holder of a
Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption, and has been called for redemption, and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue from
and after the redemption date therefor, provided moneys sufficient for the payment of such Bond
(or of the principal amount thereof to be redeemed) at the then applicable redemption price are
held for the purpose of such payment by the Paying Agent/Registrar
(e) Conditional Notice of Redemption With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by this Resolution have
been met and moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice may state that such redemption is conditional
upon the satisfaction of such prerequisites and the receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption If a conditional notice of
redemption is given and such prerequisites to the redemption are not satisfied or sufficient
moneys are not received, such notice shall be of no force and effect, the Corporation shall not
redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given, to the effect that the Bonds have not been redeemed
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SECTION 6 Registration - Transfer - Exchange of Bonds - Predecessor Bonds The
Paying Agent/Registrar shall obtain, record, and maintain in the Secunty Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Resolution, or if appropnate, the nominee thereof Any Bond may be transferred or exchanged
for Bonds of other authonzed denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied
by a wntten instrument of transfer or request for exchange duly executed by the Holder or by his
duly authonzed agent, in form satisfactory to the Paying Agent/Registrar
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/Registrar, the
Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of authonzed denominations and having the same Stated
Matunty and of a like aggregate pnncipal amount as the Bond or Bonds surrendered for transfer
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 9
hereof) may be exchanged for other Bonds of authonzed denominations and having the same
Stated Matunty, beanng the same rate of interest and of like aggregate pnncipal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the Corporation, evidencing the same
obligation to pay, and entitled to the same benefits under this Resolution, as the Bonds
surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of
the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 26 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond
Neither the Corporation nor the Paying Agent/Registrar shall be required to issue or
transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within 45
74836962 3/1001083092 8
days of the date fixed for the redemption of such Bond, provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of
a Bond called for redemption in part
SECTION 7 Book Entry Only Transfers and Transactions Notwithstanding the
provisions contained in Sections 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 Only"
secunties clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the Corporation and DTC (the"Depository Agreement")
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold such Bonds for its participants (the "DTC Participants")
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond
(the"Beneficial Owners") being recorded in the records of DTC and DTC Participants
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book entry clearance and settlement of secunties transactions in
general or the Corporation determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the Corporation covenants and agrees with the Holders of the
Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to be
issued and delivered to DTC Participants and Beneficial Owners, as the case may be Thereafter,
the Bonds in definitive form shall be assigned, transferred and exchanged on the Security
Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 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 attested by the Secretary or Deputy
Secretary of the Corporation The signature of such officers on the Bonds may be manual or
facsimile Bonds bearing the manual or facsimile signatures of individuals who are or were the
proper officers of the Corporation on the date of the adoption of this Resolution shall be deemed
to be duly executed on behalf of the Corporation, notwithstanding that such individuals or either
of them shall cease to hold such offices at the time of delivery of the Bonds to the initial
purchasers and with respect to Bonds delivered in subsequent exchanges and transfers
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 10(c), manually executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 10(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered
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SECTION 9 Initial Bond(s) The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the aggregate principal amount of the Bonds with
principal installments to become due and payable as provided in Section 3 hereof and numbered
T-1, or (ii) as multiple fully registered bonds, being one bond for each year of matunty in the
applicable principal amount and denomination and to be numbered consecutively from T-1 and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof The Initial Bond(s)
shall be the Bond(s) submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s) Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to wntten instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor, all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 10 Forms
(a) Forms Generally The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Resolution and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently 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) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof
74836962 3/1001083092 10
(b) Form of Definitive Bonds
REGISTERED REGISTERED
NO R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
EULESS DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2019
Bond Date Interest Stated Maturity CUSIP NO Delivery Date.
November 1, 2019 % September 15, 20 December 12, 2019
Registered Owner
Principal Amount DOLLARS
The Euless Development Corporation (hereinafter referred to as the "Corporation"), a
non-profit industnal 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, acknowledges itself indebted to and hereby promises to pay to the Registered Owner
named above, or the registered assigns thereof; on the Stated Maturity date specified above the
Principal Amount 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 preceding the "Registration Date" of this Bond appearing below (unless this Bond
bears a "Registration Date" as of an interest payment date, in which case it shall bear interest
from such date, or unless the "Registration Date" of this Bond is prior to the initial interest
payment date in which case it shall bear interest from the date of delivery to the initial purchasers
(December 12, 2019)) at the per annum rate of interest specified above computed on the basis of
a 360-day year of twelve 30-day months, such interest being payable on March 15 and
September 15 in each year, commencing March 15, 2020, until maturity or pnor redemption
Pnncipal of this Bond shall be payable at its Stated Maturity or on a redemption date to the
Registered Owner hereof upon presentation and surrender at the designated offices of the Paying
Agent/Registrar executing the registration certificate appearing hereon, initially in St Paul,
Minnesota, or, with respect to a successor Paying Agent/Registrar, at the designated offices of
such successor (the "Designated Payment/Transfer Office") Interest is payable to the registered
owner of this Bond (or one or more Predecessor Bonds, as defined in the Resolution hereinafter
referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of; the registered owner If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authonzed by law or
executive order to close, then the date for such payment shall be the next succeeding day which
74836962 3/1001083092 1 1
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 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 senes specified in its title issued in the aggregate principal
amount of $4,120,000 (herein referred to as the "Bonds") for the purpose of funding
improvements to parks and park facilities located at the Parks at Texas Star, including softball
facilities, 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 Corporation (herein referred to as the
"Resolution")
The Bonds maturing on the date hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to matunty with funds on deposit in the Bond Fund established and
maintained for the payment thereof in the Resolution, and shall be redeemed in part prior to
maturity at the pnce 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, 2039
Redemption Date Principal Amount
September 15, 2037 $ 255,000
September 15, 2038 $ 265,000
September 15, 2039 (matunty) $ 270,000
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 prior to a mandatory
redemption date, (1) shall have been acquired 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/Registrar for cancellation or (2) shall 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, 2030 may be redeemed prior to their
Stated Maturities, at the option of the Corporation, in whole or in part in principal amounts of
$5,000 or any integral multiple thereof (and if within a Stated Matunty by lot by the Paying
Agent/Registrar), on September 15, 2029 or on any date thereafter at the redemption price of par
plus accrued interest thereon to the redemption date
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States Mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown on
the Security Register and subject to the terms and provisions relating thereto contained in the
74836962 3/1001083092 12
Resolution If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the redemption date therefor, provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co , payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Resolution for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge If a Bond is selected for redemption, in whole or in part, the
Corporation and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the registered owner within 45 days of the redemption date therefor, provided,
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Bond redeemed in part
With respect to any optional redemption of the Bonds, unless certain prerequisites to such
redemption required by the Resolution have been met and moneys sufficient to pay the
redemption price of the Bonds to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that such
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any
prerequisite 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 shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed
The Bonds are payable solely from and, together with the Previously Issued Bonds,
equally and ratably 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 Euless, Texas (the "City") The Bonds do not constitute a
legal or equitable, pledge, charge, lien or encumbrance upon any property of the Corporation or
the City except with respect to the Pledged Revenues This Bond may not be paid in whole or in
part from any property taxes raised or to be raised by the City and is not a debt of and does not
give rise to a claim for payment against the City, except as to the sales and use tax revenues held
by the City and required under the Act to be paid over to the Corporation Neither the State of
Texas, the City nor any political corporation, subdivision or agency of the State of Texas shall be
obligated to pay this Bond or the interest hereon and neither the faith and credit nor the taxing
power of the State, the City or any other political corporation, subdivision or agency thereof is
pledged to the payment of the principal of and interest on this Bond except as noted above
74836962 3/1001083092 13
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
Pledged Revenues and equally and ratably secured in like manner and effect as the Bonds
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds, the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations, the terms and
conditions relating to the payment, transfer or exchange of this Bond, the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the Corporation and the Paying Agent/Registrar, the terms and
provisions upon which the encumbrances, pledges, charges and covenants made therein may be
discharged, and for the other terms and provisions contained therein Capitalized terms used
herein have the same meanings assigned in the Resolution
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent When a transfer on the Security Register occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the
designated transferee or transferees
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date as
the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or
in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary In the event of non-payment of interest on a scheduled payment date and for
thirty(30) days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the Corporation Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act, that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the Bonds
to render the same lawful and valid special obligations of the Corporation have been properly
74836962 3/1001083092 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
application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications shall not in any way be affected or
impaired thereby The terms and provisions of this Bond and the Resolution shall be construed
in accordance with and shall be governed by the laws of the State of Texas
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation
EULESS DEVELOPMENT CORPORATION
ATTEST President
[Secretary][Deputy Secretary]
(Corporate Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bond(s) only
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS ) REGISTER NO
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas
WITNESS my signature and seal of office this
Comptroller of Public Accounts
(SEAL) of the State of Texas
74836962 3/1001083092 15
(d) Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar
The designated offices of the Paying Agent/Registrar located in St Paul, Minnesota, is
the "Designated Payment/Transfer Office" for this Bond.
U S BANK NATIONAL ASSOCIATION,
Dallas, Texas,
as Paying Agent/Registrar
Registration date
By
Authonzed Signature
(e) Form of Assignment
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee.)
(Social Security or other identifying number
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises
DATED
NOTICE The signature on this assignment must
Signature guaranteed correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular
74836962 3/1001083092 16
(f) The Initial Bond(s) shall be in the form set forth in subsection (b) of this Section,
except that the heading and paragraph one of the form of the single fully registered Initial Bond
shall be modified as follows•
REGISTERED REGISTERED
NO T-1 $4,120,000
UNITED STATES OF AMERICA
STATE OF TEXAS
EULESS DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2019
Bond Date November 1, 2019
Delivery Date December 12, 2019
Registered Owner FIDELITY CAPITAL MARKETS, A DIVISION OF NATIONAL
FINANCIAL SERVICES LLC
Principal Amount FOUR MILLION ONE HUNDRED TWENTY THOUSAND DOLLARS
The Euless Development Corporation (hereinafter referred to as the "Corporation"), a
nonprofit industnal 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, acknowledges 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 following
schedule
STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from schedule in Section 3 hereof)
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the date of delivery to the initial
purchasers (December 12, 2019) at the per annum rates of interest specified above computed on
the basis of a 360-day year of twelve 30 day months, such interest being payable on March 15
and September 15 in each year, commencing March 15, 2020, until maturity or prior redemption
Principal installments of this Bond are payable on the Stated Matunty dates or on a redemption
date to the registered owner hereof by U S Bank National Association, Dallas, Texas (the
"Paying Agent/Registrar"), upon its presentation and surrender at its designated offices, initially
in St Paul, Minnesota, Texas, or, with respect to a successor paying agent/registrar, at the
designated office of such successor (the "Designated Payment/Transfer Office") Interest is
payable to the registered owner of this Bond whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", 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
74836962 3/1001083092 17
prepaid, to the address of the registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the registered owner If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located 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 onginal 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
SECTION 11 Pledge The Corporation hereby covenants and agrees that the Pledged
Revenues, with the exception of those in excess of the amounts required for the payment and
secunty of the Panty Obligations, are hereby irrevocably pledged to the payment and security of
the Previously Issued Bonds, the Bonds and Additional Obligations, if issued, including the
establishment and maintenance of the special funds reaffirmed in this Resolution and any
Supplemental Resolution, all as hereinafter provided The Corporation hereby resolves that the
Panty Obligations shall constitute a lien on the Pledged Revenues in accordance with the terms
of this Resolution and any Supplemental Resolution, which hen shall be valid and binding and
fully perfected from and after the date of adoption of this Resolution without physical delivery or
transfer or transfer of control of the Pledged Revenues, the filing of this Resolution or any other
act; all as provided in Chapter 1208 of the Texas Government Code, as amended ("Chapter
1208")
Chapter 1208 applies 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 valid,
effective and perfected If Texas law is amended at any time while the Bonds are Outstanding
such that the pledge of the Pledged Revenues granted by the Corporation under this Section 11 is
to be subject to the filing requirements of Chapter 9, Business and Commerce Code, then in
order to preserve to the registered owners of the Bonds the perfection of the security interest in
such pledge, the Corporation agrees to take such measures as it determines are reasonable and
necessary under Texas law to comply with the applicable provisions of Chapter 9, Business and
Commerce Code and enable a filing 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 received
by the Corporation, which fund or account shall be known on the books and records of the
Corporation as the "Pledged Revenue Fund" All Pledged Revenues deposited to the credit of
such Fund shall be accounted for separate and apart from all other revenues, receipts and income
of the Corporation and, with respect to the Gross Sales Tax Revenues, the Corporation shall
further account for such funds separate and apart from the other Pledged Revenues deposited to
the credit of the Pledged Revenue Fund All Pledged Revenues deposited to the credit of the
Pledged Revenue Fund shall be appropriated and expended to the extent required by this
Resolution and any Supplemental Resolution for the following uses and in the order of priority
shown
74836962 3/1001083092 18
First To the payment of the amounts required to be deposited in the Bond
Fund for the payment of Debt Service on the Panty Obligations as the same
becomes due and payable,
Second To the payment of the amounts required to be deposited in the
Reserve Fund to establish and maintain the Required Reserve in accordance with
the provisions of the Resolution authorizing the Previously Issued Bonds, this
Resolution and any Supplemental Resolution,
Third. To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Panty Obligations, and
Fourth To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a hen on
the Pledged Revenues subordinate to the hen created herein on behalf of the
Panty Obligations
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law
SECTION 13. Bond Fund For the purpose of providing funds to pay the principal of and
interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and
special account or fund on the books and records of the Corporation known as the "Euless
Development Corporation Debt Service Account" (the "Bond Fund"), and all monies deposited
to the credit of such Fund shall be held in a special banking fund or account maintained at a
Depository of the Corporation. The Corporation covenants there shall be deposited into the
Bond Fund prior to each principal and interest payment date from the Pledged Revenues an
amount equal to one hundred per centum (100%) of the interest on and the principal of the Bonds
then falling due and payable, and such deposits to pay principal and accrued interest on the
Bonds shall be made in substantially equal monthly installments on or before the 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 shall continue to be made as hereinabove provided until (i) the total amount on deposit
in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all
Parity Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer
Outstanding.
SECTION 14 Reserve Fund The Corporation agrees and covenants to maintain on the
books and records of the Corporation a separate and special fund or account to be known as the
"Reserve Account" (the "Reserve Fund"), which fund or account shall be a special banking fund
maintained at the Paying Agent/Registrar, provided, however, at such time as the Previously
Issued Bonds are no longer outstanding, the Reserve Fund shall be maintained at a Depository
74836962 3/1001083092 19
All Pledged Revenues deposited to the credit of such fund or account shall be used solely for the
payment of the pnncipal of and interest on the Panty Obligations when (whether at matunty,
upon a redemption date or any interest payment date) other funds available 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 pnncipal amount of a senes of Panty
Obligations so that such senes of Panty Obligations is no longer deemed to be "Outstanding" as
such term is defined herein
In accordance with the provisions of the resolution authorizing the Previously Issued
Bonds, the total amount currently on deposit in the Reserve Fund is $L40,&1$,74the "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 $391,463 (the "Required Reserve"), which amount is equal to
the lesser of (i) the maximum annual Debt Service (calculated on a Fiscal Year basis) for all
Panty Obligations currently Outstanding (after giving effect to the issuance of the Bonds) and
(u) the maximum amount that can be invested without restriction as to yield in a reasonably
required reserve fund pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of
1986, as amended, and regulations promulgated thereunder, as determined on the date the Bonds
are to be delivered to the initial purchasers The Corporation agrees to cause to be deposited 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 deposits of not less than 1/36th of the difference between the Required Reserve and the
Current Reserve
As and when Additional Obligations are delivered or incurred, the Required Reserve
shall be increased, if required, to an amount equal to the lesser of either (i) the maximum annual
Debt Service (calculated on a Fiscal Year basis) for all Panty Obligations then Outstanding (after
giving effect to the issuance of the Additional Obligations), as determined on the date each senes
of Additional Obligations are delivered or incurred, as the case may be, or (ii) the maximum
amount that can be invested without restriction as to yield in a reasonably required reserve fund
pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder Any additional amount required to be accumulated and
maintained in the Reserve Fund shall be accumulated by the deposit to the credit of the Reserve
Fund of all or any part in cash immediately after the delivery of the then proposed Additional
Obligations, or, at the option of the Corporation, by the deposit of monthly installments, made on
or before the 20th day of each month following the month of delivery of the then proposed
Additional Obligations, of not less than 1/36th of the additional amount to be maintained in such
Fund by reason of the issuance of the Additional Obligations then being issued (or 1/36th of the
balance of the additional amount not deposited immediately in cash)
The Corporation may, at its option, from time to time, recalculate the maximum annual
Debt Service for all Panty Obligations then Outstanding as of the date of such calculation and
determine a new Required Reserve as of such date
While 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
Reserve 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
74836962 3/1001083092 20
Fund from the Pledged Revenues; such monthly deposits to be in amounts equal to not less than
1/36th 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 Revenues shall be applied and appropriated and used to establish and maintain
the Required Reserve and to cure any deficiency in such amounts as required by the terms of this
Resolution and any Supplemental Resolution
During such time as the Reserve Fund contains the total Required Reserve, the
Corporation may, at its option, withdraw all surplus in the Reserve Fund in excess of the
Required Reserve and deposit such surplus in the Pledged Revenue Fund
SECTION 15. Deficiencies If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund or Reserve Fund, such deficiency
shall be cured as soon as possible from the next available Pledged Revenues, or from any other
sources available for such purpose
SECTION 16 Payment of Bonds While any of the Bonds are Outstanding, the
Treasurer of the Corporation (or other designated financial officer of the Corporation) shall cause
to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund, and, if
necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly as each
installment of interest and principal of the Bonds accrues or matures, such transfer of funds to be
made in such manner as will cause immediately available funds to be deposited with the Paying
Agent/Registrar for the Bonds at the close of the business day next preceding the date of
payment for the Bonds
SECTION 17 Investments - Security of Funds (a) Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescnbed 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 shall be made in such a manner that the money required to be
expended from any Fund will be available at the proper time or times and provided further the
maximum stated maturity for any investment acquired with money deposited to the credit of the
Reserve Fund shall be limited to five (5) years from the date of the investment of such money
Such investments shall be valued in terms of current market value within 45 days of the close of
each Fiscal Year and, with respect to investments held for the account of the Reserve Fund,
within 45 days of the date of passage of each authorizing document of the Board pertaining to
the issuance of Additional Obligations All interest and income derived from deposits and
investments in the Bond Fund immediately shall be credited to, and any losses debited to, the
appropriate account of the Bond Fund All interest and interest income derived from deposits in
and investments of the Reserve Fund shall, subject to the limitations provided in Section 14
hereof, be credited to and deposited in the Pledged Revenue Fund All such investments shall be
sold promptly when necessary to prevent any default in connection with the Panty Obligations
(b) Money deposited to the credit of the Pledged Revenue Fund, Bond Fund and
Reserve Fund, to the extent not invested and not otherwise insured by the Federal Deposit
Insurance Corporation or similar agency, shall be secured by a pledge of direct obligations of the
74836962 3/1001083092 21
United States of Amenca, or obligations unconditionally guaranteed by the United States of
Amenca.
SECTION 18 Issuance of Additional Obligations Subject to the provisions hereinafter
appeanng as to conditions precedent which must be satisfied, the Corporation reserves the right
to issue, from time to time as needed, Additional Obligations for any lawful purpose Such
Additional Obligations may be issued in such form and manner as the Corporation shall
determine, provided, however, prior to issuing or incumng 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 pnmary responsibility for the financial affairs of the Corporation)
shall have executed a certificate stating that, to the best of his or her knowledge
and belief, the Corporation is not then in default as to any covenant, obligation or
agreement contained in this Resolution or a Supplemental Resolution
(2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the Corporation for either
(i) the last completed Fiscal Year next preceding the adoption of the Supplemental
Resolution authorizing the issuance of the proposed Additional Obligations or
(ii) any twelve (12) consecutive months out of the previous eighteen (18) months
next preceding the adoption of the Supplemental Resolution authorizing the
Additional Obligations were equal to not less than (i) 1.50 times the Average
Annual Debt Service for all Panty 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 Panty Obligations then
Outstanding after giving effect to the issuance of the Additional Obligations then
being issued
(3) The Required Reserve to be accumulated and maintained in the
Reserve Fund is increased to the extent required by Section 14
SECTION 19 Refunding Bonds The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Panty Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Panty Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 18 hereof shall be satisfied, and shall give effect to the refunding
SECTION 20 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 all or any part of the Pledged Revenues for any lawful purpose without
complying with the provisions of Section 18 or 19 hereof, provided the pledge and the lien
securing such debt is subordinate to the pledge and hen established, made and created in
74836962 3/1001083092 22
Section 11 of this Resolution with respect to the Pledged Revenues to the payment and security
of the Panty Obligations
SECTION 21 Confirmation and Levy of Sales Tax
(a) The Board hereby represents the City has duly complied with the provisions of the
Act for the levy of the Sales Tax at the rate voted at the election held by and within the City on
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 Comptroller of Public
Accounts on a monthly basis.
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and warrants
to take and pursue all action permissible to cause the Sales Tax, at such rate or at a higher rate if
legally permitted, to be levied and collected continuously, in the manner and to the maximum
extent permitted by law, and to cause no reduction, abatement or exemption in the Sales Tax or
rate of tax below the rate stated, confirmed and ordered in subsection (a) of this Section to be
ordered or permitted while any Bonds shall remain Outstanding
(c) If hereafter authonzed by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
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 shall cause the Gross Sales Tax Revenues to be deposited to the credit of the Pledged
Revenue Fund in their entirety immediately upon receipt by the City In the alternative and if
legally authonzed, the Corporation shall, by appropriate notice, direction, request or other legal
method, use its good-faith efforts to cause the Comptroller of Public Accounts of the State of
Texas (the "Comptroller") to pay all Gross Sales Tax Revenues directly to the Corporation for
deposit to the Pledged Revenue Fund
SECTION 22 Records and Accounts The Corporation hereby covenants and agrees that
while any of the Bonds are Outstanding, it will keep and maintain complete records and accounts
in accordance with generally accepted accounting principles, and following the close of each
Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm
of certified public accountants Each such audit, in addition to whatever other matters may be
thought proper by the accountant, shall particularly include the following
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year, and
(2) A balance sheet for the Corporation as of the end of such Fiscal Year
74836962 3/1001083092 23
Such annual audit of the records and accounts of the Corporation shall be in the form of a
report and be accompanied by an opinion of the accountant to the effect that such examination
was made in accordance with generally accepted auditing standards and contain a statement to
the effect that in the course of making the examination necessary for the report and opinion, the
accountant obtained no knowledge of any default of the Corporation on the Bonds or in the
fulfillment of any of the terms, covenants or provisions of this Resolution, or under any other
evidence of indebtedness, or of any event which, with notice or lapse of time, or both, would
constitute a failure of the Corporation to comply with the provisions of this Resolution or if, in
the opinion of the accountants, any such failure to comply with a covenant or agreement hereof,
a statement as to the nature and status thereof shall be included
Copies of each annual audit report shall be furnished upon written request, to any Holders
of any of such Bonds The audits herein required shall be made within one (1) year following
the close of each Fiscal Year insofar as is possible
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation dunng regular
business hours
SECTION 23 Representations as to Secunty for the Bonds
(a) The Corporation represents and warrants that, except for the Panty Obligations,
the Pledged Revenues are and will be and remain free and clear of any pledge, hen, charge or
encumbrance thereon or with respect thereto pnor to, or of equal rank with, the pledge and hen
created in or authorized by this Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
(c) The Corporation shall at all times, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenues and all the nghts of the Holders against all
claims and demands of all persons whomsoever
(d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act
(e) The provisions, covenants, pledge and lien on and against the Pledged Revenues,
as herein set forth, are established and shall be for the equal benefit, protection and security of
the owners and holders of Panty Obligations without distinction as to priority and rights under
this Resolution
(f) The Panty Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a panty pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation
The Bonds may not be paid in whole or in part from any property taxes raised or to be raised by
74836962 3/1001083092 24
the City and shall not constitute debts or obligations of the State or of the City, and the Holders,
shall never have the right to demand payment out of any funds raised or to be raised by any
system of ad valorem taxation
SECTION 24 Satisfaction of Obligation of Corporation If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then
the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (u) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Matunty thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been made)
the redemption date thereof The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation Furthermore, any money held by the Paying Agent/Registrar for the payment of the
principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years
after the Stated Matunty, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor Notwithstanding the above and foregoing, any
remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to any
applicable unclaimed property laws of the State of Texas
The Corporation reserves the right, subject to satisfying the requirements of(i) and (u)
above, to substitute other Government Obligations for the Government Obligations originally
deposited, to reinvest 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.
Upon such deposit as described above, such Bonds shall no longer be regarded to be
outstanding or unpaid Provided, however, the Corporation has reserved the option, to be
exercised at the time of the defeasance of the Bonds, to call for redemption, at an earlier date,
74836962 3/1001083092 25
those Bonds which have been defeased to their matunty date, if the Corporation (i) in the
proceedings providing for the firm banking and financial arrangements, expressly reserves the
nght to call the Bonds for redemption; (ii) gives notice of the reservation of that nght to the
Holders of the Bonds immediately following the making of the firm banking and financial
arrangements, and (iii) directs that notice of the reservation be included in any redemption
notices that it authonzes
SECTION 25 Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section and Section 37 hereof The Corporation, may, without the consent of or
notice to any Holders, from time to time and at any time, amend this Resolution in any manner
not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency, or formal defect or omission herein In addition, the Corporation may, with the
written consent from the owners holding a majority in aggregate pnncipal amount of the Panty
Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of
this Resolution, provided that, without the written consent of all Holders of Outstanding Bonds
effected, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the pnncipal of, premium, if any, and interest on the Bonds, reduce the pnncipal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2)
give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal
amount of Bonds or Panty Obligations, as the case may be, required to be held for consent to any
such amendment, addition, or rescission
SECTION 26 Mutilated, Destroyed, Lost and Stolen Bonds In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and beanng a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless All expenses and charges associated with such indemnity and
with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder
of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
74836962 3/1001083092 26
SECTION 27 Covenants Regarding Tax-Exempt Status.
(a) Definitions When used in this Section, the following terms have the following
meanings
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date
"Computation Date"has the meaning set forth in Section 1 148-1(b) of the
Regulations
"Gross Proceeds" means any proceeds as defined in Section 1 148-1(b) of
the Regulations, and any replacement proceeds as defined in Section 1 148-1(c) of
the Regulations, of the Bonds
"Investment" has the meaning set forth in Section 1 148-1(b) of the
Regulations
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1 148-1(b) of the
Regulations
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropnate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced
"Yield" of(1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1 148-4
of the Regulations.
(b) Not to Cause Interest to Become Taxable The Corporation shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in Section 61 of the Code, of the
owner thereof for federal income tax purposes Without limiting the generality of the foregoing,
unless and until the Corporation receives a wntten opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not
74836962 3/1001083092 27
adversely affect the exemption from federal income tax of the interest on any Bond, the
Corporation shall comply with each of the specific covenants in this Section
(c) No Pnvate Use or Pnvate Payments The Bonds are being issued to finance the
costs of the Project for and on behalf of the City, a political subdivision of the State of Texas
and, in connection therewith, the City and the Corporation will execute an agreement relating to
the ownership, operation and maintenance of the Projects while the Bonds are outstanding and
unpaid, which agreement provides that, except as permitted by Section 141 of the Code and the
Regulations and rulings thereunder, the Projects shall at all times pnor to the last Stated
Matunty of Bonds
(1) be exclusively owned, operated and maintained by the City, and
prohibits the City from using or permitting the use of such Gross Proceeds or any
property acquired, constructed or improved with such Gross Proceeds in any
activity carned on by any person or entity other than a state or local government,
unless such use is solely as a member of the general public, and
(2) prohibits the City from directly or indirectly imposing or accepting
any charge or other payment for use of Gross Proceeds of the Bonds or for any
property the acquisition, construction or improvement of which is to be financed
or refinanced directly or indirectly with such Gross Proceeds, other than taxes of
general application within the City or interest earned on investments acquired
with such Gross Proceeds pending application for their intended purposes
(d) No Pnvate Loan Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the Corporation shall not use Gross Proceeds of the
Bonds to make or finance loans to any person or entity other than a state or local government.
For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if. (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes, (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan
(e) Not to Invest at Higher Yield Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the Corporation shall not at any time pnor
to the final Stated Matunty of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield
of the Bonds
(f) Not Federally Guaranteed Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the Corporation shall not take or omit to take
74836962 3/1001083092 28
any action which would cause the Bonds to be federally guaranteed within the meaning of
Section 149(b) of the Code and the Regulations and rulings thereunder
(g) Information Report The Corporation shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescnbe
(h) Rebate of Arbitrage Profits Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder
(1) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of
account separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least six years
after the day on which the last outstanding Bond is discharged. However, to the
extent permitted by law, the Corporation may commingle Gross Proceeds of the
Bonds with other money of the Corporation, provided that the Corporation
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the Corporation shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f)
of the Code and the Regulations and rulings thereunder The Corporation shall
maintain such calculations with its official transcript of proceedings relating to the
issuance of the Bonds until six years after the final Computation Date
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the Corporation shall pay to the United States out of the Bond Fund or
its general fund, as permitted by applicable Texas statute, regulation or opinion of
the Attorney General of the State of Texas, the amount that when added to the
future value of previous rebate payments made for the Bonds equals (i) in the case
of a Final Computation Date as defined in Section 1 148-3(e)(2) of the
Regulations, one hundred percent (100%) of the Rebate Amount on such date,
and (u) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date In all cases, the rebate payments shall be made at
the times, in the installments, to the place and in the manner as is or may be
required by Section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder
(4) The Corporation shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and
(3), and if an error is made, to discover and promptly correct such error within a
74836962 3/1001083092 29
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1 148 3(h) of the Regulations
(i) Not to Divert Arbitrage Profits Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the Corporation shall not, at any time pnor
to the earlier of the Stated Matunty or final payment of the Bonds, enter into any transaction
that reduces the amount required to be paid to the United States pursuant to Subsection (h) of
this Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party
(j) Elections The Corporation hereby directs and authonzes 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 Regulations, as they deem necessary or appropnate in connection
with the Bonds, in the Certificate as to Tax Exemption or similar or other appropnate certificate,
form or document.
SECTION 28 Sale of Bonds Pursuant to a public sale for the Bonds, the bid submitted
by Fidelity Capital Markets, A Division of National Financial Services LLC (herein referred to
as the"Purchasers") is declared to be the best bid received producing the lowest true interest cost
rate to the Corporation and such bid is hereby accepted and the sale of the Bonds to such
Purchasers at the price of par, plus a premium of$238,215 35 is hereby approved and confirmed
Terms of such sale are declared to be in the best interest of the Corporation
SECTION 29 Official Statement The use of the Preliminary Official Statement by the
Purchasers in connection with the public offenng and sale of the Bonds is hereby ratified,
confirmed and approved in all respects The final Official Statement, which reflects the terms of
sale, together with such changes approved by the Chairman of the Board or the President, Vice
President, Secretary, Deputy Secretary or Treasurer of the Corporation (one or more of such
officials), shall be and is hereby in all respects approved and the Purchasers are hereby
authorized to use and distribute such final Official Statement, dated November 12, 2019, in the
reoffenng, sale and delivery of the Bonds to the public The President and Secretary or Deputy
Secretary of the Board are further authonzed and directed to manually execute and deliver for
and on behalf of the Corporation copies of such Official Statement in final form as may be
required by the Purchasers, and such final Official Statement in the form and content manually
executed by such officials shall be deemed to be approved by the Board and constitute the
Official Statement authorized for distnbution and use by the Purchasers
SECTION 30 Proceeds of Sale Immediately following the delivery of the Bonds, the
proceeds of sale, less amounts to pay costs of issuance, shall be deposited to the credit of the
construction fund maintained at a depository bank of the Corporation Pending expenditure for
authonzed projects and purposes, Bond proceeds may be invested in authonzed investments and
any investment earnings realized shall be expended for such authonzed projects and purposes or,
in the event such projects have been completed, deposited in the Bond Fund Any surplus
proceeds of sale of the Bonds, including investment earnings, remaining after completion of all
74836962 3/1001083092 30
authonzed projects or purposes shall be disbursed for payment of costs of issuance or deposited
to the credit of the Bond Fund
SECTION 31 Notices to Holders - Waiver. Wherever this Resolution provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in wnting and sent by United States mail, first class postage prepaid, to the
address of each Holder as it appears in the Security Register
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds Where this Resolution provides for
notice in any manner, such notice may be waived in wnting by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver
SECTION 32 Cancellation All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation
SECTION 33 Legal Opinion The Purchasers' obligation to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbnght US LLP, Dallas,
Texas ("Bond Counsel"), 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 Corporation is hereby confirmed A true and correct reproduction
of such opinion is hereby authonzed to be pnnted on the definitive Bonds or an executed
counterpart thereof shall accompany the global Bonds deposited with DTC.
SECTION 34 CUSIP Numbers CUSIP numbers may be pnnted or typed on the
definitive Bonds However, it is expressly provided that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance and shall have no effect on the
legality of such bonds Furthermore, neither the Corporation nor attorneys approving the Bonds
as to legality are to be held responsible for CUSIP numbers incorrectly pnnted or typed on the
definitive Bonds
SECTION 35 Control and Custody of Bonds The President of the Corporation shall be
and is hereby authonzed to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the Attorney General, the
74836962 3/1001083092 31
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Purchasers
SECTION 36. Benefits of Resolution Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders
SECTION 37 Continuing Disclosure Undertaking
(a) Definitions As used in this Section, the following terms have the meanings
ascnbed to such terms below.
"Financial Obligation" means a (a) debt obligation, (b) derivative
instrument entered into in connection with, or pledged as a secunty or a
source of payment for, an existing or planned debt obligation, or (c)
guarantee of a debt obligation or any such denvative instrument,
provided that "financial obligation" shall not include municipal secunties
as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
"MSRB"means the Municipal Securities Rulemaking Board
"Rule"means SEC Rule 15c2 12, as amended from time to time
"SEC"means the United States Securities and Exchange Commission
(b) Annual Reports. The Corporation shall provide annually to the MSRB within
twelve months after the end of each fiscal year of the Corporation beginning in the fiscal year
ending September 30, 2019, financial information and operating data with respect to the
Corporation prepared by the City and of the general type included in the Official Statement and
in Appendix B to the Official Statement but only to the extent such information is customanly
prepared by the City on behalf of the Corporation and is publicly available (currently, the
information that is customarily prepared by the City on behalf of the Corporation and is publicly
available consists of the City's audited annual financial statements) If audited financial
statements are not available by the required time, the Corporation will provide unaudited
financial statements by the required time and audited financial statements when and if such
audited financial statements become available
If the Corporation changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the Corporation otherwise
would be required to provide financial information and operating data pursuant to this Section
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC
74836962 3/1001083092 32
(c) Notice of Certain Events. The Corporation shall provide notice of any of the
following events with respect to the Bonds to the MSRB in a timely manner and not more than
10 business days after occurrence of the event.
1 Pnncipal and interest payment delinquencies,
2 Non-payment related defaults, if material,
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4. Unscheduled draws on credit enhancements reflecting financial difficulties,
5. Substitution of credit or liquidity providers, or their failure to perform;
6 Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other matenal
events affecting the tax status of the Bonds,
7 Modifications to nghts of holders of the Bonds, if material,
8 Bond calls, if matenal, and tender offers,
9. Defeasances,
10. Release, substitution, or sale of property secunng repayment of the Bonds, if
matenal,
11 Rating changes,
12 Bankruptcy, insolvency, receivership, or similar event of the Corporation, which
shall occur as descnbed below,
13 The consummation of a merger, consolidation, or acquisition involving the
Corporation or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
material,
14 Appointment of a successor or additional trustee or the change of name of a
trustee, if matenal,
15 Incurrence of a Financial Obligation of the Corporation, if matenal, or agreement
to covenants, events of default, remedies, pronty nghts, or other similar terms of a Financial
Obligation of the Corporation, any of which affect security holders, if material, and
16 Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Corporation, any of which reflect
financial difficulties
74836962 3/1001083092 33
For these purposes, (a) any event described in the immediately preceding subsection
(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 federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of
the Corporation, or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Corporation, and (b) the
Corporation intends the words used in the immediately preceding subsections (c)15 and 16 and
the definition of Financial Obligation in this Section to have the meanings ascribed to them in
SEC Release No 34-83885, dated August 20, 2018
The Corporation shall notify the MSRB, in a timely manner, of any failure by the
Corporation to provide financial information or operating data in accordance with subsection (b)
of this Section by the time required by such Section
(d) Filings with the MSRB All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB
(e) Limitations, Disclaimers and Amendments The Corporation shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Corporation remains an "obligated person" with respect to the Bonds within the meaning
of the Rule, except that the Corporation in any event will give the notice required by subsection
(c) of this Section of any Bond calls and defeasance that cause the Corporation to be no longer
such an "obligated person "
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and, nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person The Corporation
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section Except as expressly
provided within this Section, the Corporation does not undertake to provide any other
information, whether or not it may be relevant or material to a complete presentation of the
Corporation's financial results, condition, or prospects, nor does the Corporation undertake to
update any information provided in accordance with this Section or otherwise Furthermore, the
Corporation does not make any representation or warranty concerning such information or its
usefulness to a decision to invest in or sell Bonds at any future date
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
74836962 3/1001083092 34
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE
No default by the Corporation in observing or performing its obligations under this
Section shall constitute a breach of or default under this Resolution for purposes of any other
provision of this Resolution
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Corporation under federal and state secunties laws
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the Corporation from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the Corporation, but only if(1) the provisions of this Section, as so amended,
would have permitted an underwnter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of the
Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)
the Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Resolution that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a Person that is unaffiliated with the Corporation (such as
nationally recognized bond counsel) determines that such amendment will not matenally impair
the interests of the Holders and beneficial owners of the Bonds The provisions of this Section
may also be amended from time to time or repealed by the Corporation if the SEC amends or
repeals the applicable provisions of the Rule or a court of final junsdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the Corporation's right to
do so would not prevent underwriters of the initial public offering of the Bonds from lawfully
purchasing or selling Bonds in such offering If the Corporation so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating
data so provided
SECTION 38 Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
SECTION 39. Governing Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America
SECTION 40 Severability If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
74836962 3/1001083092 35
SECTION 41. Construction of Terms If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders
SECTION 42 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 this Resolution for all purposes as if the same were restated in full
in this Section
SECTION 43 Further Procedures Any one or more of the Chairman of the Board and
the President, Vice President, Secretary, Deputy Secretary and Treasurer of the Corporation are
hereby expressly authorized, empowered and directed from time to time and at any time to do
and perform all such acts and things and to execute, acknowledge and deliver in the name and on
behalf of the Corporation all agreements, instruments, certificates or other documents, whether
mentioned herein or not, as may be necessary or desirable in order to carry out the terms and
provisions of this Resolution and the issuance, sale and delivery of the Bonds In addition, prior
to the initial delivery of the Bonds, the Chairman of the Board and the President, Vice President,
Secretary, Deputy Secretary and Treasurer of the Corporation or Bond Counsel to the
Corporation are each hereby authorized and directed to approve any changes or corrections to
this Resolution or to any of the documents authorized and approved by this Resolution (i) in
order to cure any ambiguity, formal defect, or omission in the Resolution or such other
document; or (ii) as requested by the Attorney General of the State of Texas or his representative
to obtain the approval of the Bonds by the Attorney General In the event that any officer of the
Corporation whose signature shall appear on any document shall cease to be such officer before
the delivery of such document, such signature nevertheless shall be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery Additionally, 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 this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended
SECTION 45 Effective Date This Resolution shall be in force and effect from and after
its passage on the date shown below
[Remainder ofpage left blank intentionally]
74836962 3/1001083092 36
PASSED AND ADOPTED, this November 12, 2019.
EULESS DEVELOPMENT CORPORATION
irman, Board of Directors__.
ATTEST.
S cretary
(Corporate Seal)
74836962 2/1001083092 [signature page of Resolution]
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
74836962 3/1001083092 A-1