Loading...
RE 01-26-99.2 RESOLUTION NO. 012699.2 APPROVING THE RESOLUTION BY THE COPPELL RECREATION DEVELOPMENT CORPORATION AUTHORIZING THE SALES TAX REVENUE BONDS, SERIES I999, APPROVAL OF SALES TAX REMITTANCE AGREEMENT AND OTHER MATTERS RELATING THERETO THE STATE OF TEXAS § COUNTIES OF DALLAS AND DENTON § CITY OF COPPELL § WHEREAS, Coppell Recreation Development Corporation (the "Corporation") was created under the auspices of the City of Coppell (the "City"); and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL THAT: Section 1. The Resolution (the "Resolution") adopted by the Corporation, in substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, are hereby approved, and the Coppell Economic Development Corporation Sales Tax Revenue Bonds, Series 1999, in the principal mount of $10,000,000 may be issued for the purpose of constructing and developing an all-season aquatic facility, a community multi-purpose recreation facility, the Wagon Wheel Athletic Complex, which includes the first phase of a hike and bike trail system (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. Section 2. The "Sales Tax Remittance Agreement", in substantially the form and substance as attached hereto and made a part hereof for all purposes, is hereby approved and the Mayor and the City Secretary are hereby authorized to execute, attest, seal and deliver the Sales Tax Remittance Agreement between the City and the Corporation. Section 3. The levy of the Section 4B sales tax in the amount of one half of one percent as voted on May 4, 1996 is hereby confirmed and ratified. Section 4. The Corporation is directed to issue the proposed Bonds and the City officials are directed to do any and all things necessary to accomplish the delivery of the proposed Bonds. RESOLUTION NO. 012699.2 AUTHORIZING THE ISSUANCE OF COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, SERIES 1999, IN THE PRINCIPAL AMOUNT OF $10,000,000, APPROVAL OF SALES TAX REMITTANCE AGREEMENT AND OTHER MATTERS RELATING THERETO THE STATE OF TEXAS § COPPELL RECREATION DEVELOPMENT CORPORATION § WHEREAS, the City Council of the City of Coppell, Texas (the "City"), a town located in two or more counties, one of which has a population of 500,000 or greater, according to the most recent federal decennial census, called an election for the purpose of receiving authority to levy a sales and use tax for the benefit of an industrial development corporation created under authority of the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), all pursuant to the provisions of Section 4B of the Act; and WHEREAS, at an election held on May 4, 1996, a majority of the citizens of the City voting at said election authorized the City to levy a sales and use tax on the receipts at retail of taxable items within the City at a rate of one-half of one percent; and WHEREAS, pursuant to the provisions of the Act, the City created the Coppell Recreation Development Corporation (the "Issuer"), a nonstock, nonprofit industrial development corporation created to act on behalf of the City to satisfy the public purposes set forth in the Act; and WHEREAS, for the purpose of promoting and encouraging employment and the public welfare, the Issuer desires to undertake certain public improvements in accordance with the Act to construct and develop an all season aquatic facility, a community multi-purpose recreation facility, a new athletic complex and the first phase ora hike and bike trail system; and WHEREAS, in accordance with the provisions of Section 4B of the Act, the City shall timely transfer to the Issuer the proceeds of the aforesaid sales and use tax, in accordance with the terms and conditions of that certain Sales Tax Remittance Agreement, dated as of January 26, 1999 between the City and the Issuer; and WHEREAS, a hearing was held on the date these Bonds were authorized on the Project costs and expenditure that are being financed with the proceeds of the proposed bonds and notice of such hearing and Project was printed in the Citizens Advocate on November 20, 1998 and that no petition was received; and APPROVED THIS THE 26TM DAY OF JANUARY, 1999. Mayor / City Secreta~ APPROVED AS TO FORM: Cit~y Attorney ~ WHEREAS, the Board of Directors of the Issuer finds it necessary and advisable to authorize the issuance of the hereinafter described bonds for the purposes hereinafter described. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COPPELL RECREATION DEVELOPMENT CORPORATION THAT: Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal amount of $10,000,000 for the purpose of constructing and developing an all-season aquatic facility, a community multi- purpose recreation facility, the Wagon Wheel Athletic Complex, which includes the first phase of a hike and bike trail system (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Resolution shall be designated: "COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BOND, SERIES 1999", and there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated January 15, 1999, in the denomination of $5,000 each or any integral multiple thereof, numbered consecutively from No. 1 upward, payable to the initial registered owner thereof designated in Section 29 of this Resolution, or to the registered assignee or assignees of any of said bonds (in each case, the "registered owner"), and said bonds shall mature and be payable serially on August 1 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEAR AMOUNT YEAR AMOUNT 1999 $335,000 2009 $ 490,000 2000 340,000 2010 510,000 2001 355,000 2011 535,000 2002 365,000 2012 560,000 2003 380,000 2013 585,000 2004 395,000 2014 615,000 2005 410,000 2015 645,000 2006 430,000 2016 675,000 2007 450,000 2017 710,000 2008 465,000 2018 750,000 The term "Bonds" as used in this Resolution shall mean and include collectively the Bonds initially issued and delivered pursuant to this Resolution and all substitute Bonds exchanged therefor, as well as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section3. INTEREST. The Bonds shall bear interest fromtheirdatetotheirrespectivedates of maturity or redemption prior to maturity at the following rates per annum: 2 maturity 1999, 5.625% maturity 2009, 4.125% maturity 2000, 5.625% maturity 201 O, 4.25% maturity 2001, 5.625% maturity 2011,4.30% maturity 2002, 5.625% maturity 2012, 4.40% maturity 2003, 5.625% maturity 2013, 4.50% maturity 2004, 5.625% maturity 2014, 4.60% maturity 2005, 5.625% maturity 2015, 4.70% maturity 2006, 5.625% maturity 2016, 4.75% maturity 2007, 5.625% maturity 2017, 4.75% maturity 2008, 4.125% maturity 2018, 4.75% Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Resolution. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Trust Company of Florida, Jacksonville, Florida, (the "Paying Agent/Registrar"), books or records for the registration of the transfer and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. To the extent possible and under reasonable circumstances, all transfers of Bonds shall be made within three business days after request and presentation thereof. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying Agent/Registrar for exchange or transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgenffRegistrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. A form of assignment shall be printed or endorsed on each Bond which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for exchange or transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such exchange or transfer in the Registration Books, and shall make notation of such exchange or transfer in the Assignment section appearing 3 on each Bond to the assignee. The Issuer shall pay the Paying AgentfRegistrar's s~a.ndard or customary fees and charges for making such transfer and delivery but the one requesting exchange or such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make exchange or transfers of registration of any Bond or any portion thereof(i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. As used herein, the term "Record Date" shall mean the last business day of the month preceding an interest payment date. (b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Resolution, whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Payment of Principal of Obligation and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all transfers and exchanges of Bonds, and all replacements of Bonds, as provided in this Resolution. (d) Replacement of Bonds; Authentication. Each Bond issued and delivered pursuant to this Resolution may be replaced as provided in this Section and Section 24 of this Resolution. If any Bond is replaced, the substitute Bond issued in replacement for such Bond thereof shall be in the denomination of any integral multiple of $5,000 and have a principal maturity date corresponding to the maturity date of the principal of the Bond it is replacing; and each such Bond shall bear interest at the rate applicable to and borne by the Bond it is replacing. The Paying Agent/Registrar shall replace Bonds as provided herein, and each fully registered bond delivered in replacement of any Bond as permitted or required by any provision of this Resolution shall constitute one of the Bonds for all purposes of this Resolution, and may again be replaced. Each Bond issued and delivered pursuant to this Resolution is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each Bond issued in replacement of any Bond or Bonds issued under this Resolution, there shall be printed a "PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE", in substantially the form set forth in Section 5 of this Resolution. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the above-described Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds, if any, surrendered for replacement. No additional resolutions, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Article 717k-6, Texas Revised Civil Statutes, and particularly Section 6 thereof, the duty of replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above-described Authentication Certificate, the substitute Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bond which originally was issued pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (e) In General. The Bonds originally issued hereunder and all Bonds issued in replacement of any Bond (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be exchanged for other Bonds (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in Section 5 of this Resolution. (f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the Bonds that it will pay the reasonable standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due. (g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Registrar will be one entity. At the time of its appointment, any successor Paying Agent/Registrar shall have a capital stock and surplus aggregating not less than $25,000,000. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying AgenffRegistrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying AgenffRegistrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar. (h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC'), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ('DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Resolution, or their respective attorneys duty authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks being mailed to the registered owner at the close of business on the Record date, the words "Cede & Co." in this Resolution shall refer to such new nominee of DTC. (i) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. (j) Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. Section 5. FORMS OF BONDS. The forms of all Bonds including those Bonds issued in replacement of any Bond or portion thereof, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to appear on the Bonds originally issued hereunder, the form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Resolution. FORM OF BOND NO. PRINCIPAL AMOUNT $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND DENTON COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BOND SERIES 1999 Date of Interest Rate Mamri _ty Date Original Issue Cusip No. % January 15, 1999 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, COPPELL RECREATION DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock, nonprofit industrial development corporation organ/zed and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), and acting on behalf of the City of Coppell, Texas (the "City"), hereby promises to pay to the registered owner set forth above or to the assignee or assignees thereof (either being hereinafter called the "registered owner") the principal amount set forth above, and to pay interest thereon from the date of the original issue specified above, to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above with interest being payable on August 1, 1999, and semiannually on each February 1 and August I thereafter; except that if the date of authentication of this Bond is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Trust Company of Florida, Jacksonville, Florida, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying AgenffRegistrar to the registered owner hereof on the interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the resolution authorizing the issuance of the Bonds (the "Resolution") to be on deposit with the Paying AgenffRegistrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying AgentYRegistrar by United States mail, first class postage prepaid, on each such interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th day of the month next preceding such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner at the principal corporate trust office of the Paying Agent/Registrar upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond, it will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Resolution, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non-payment of interest on a scheduled payment date, and for 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 Issuer. 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 business days prior to the special record date by the United States mail, first-class postage prepaid, to the address of each owner ora Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the 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 on which 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. THIS BOND is one of an issue of Bonds initially dated the date of original issue specified on the face of this Bond, authorized in accordance with the Constitution and laws of the State of Texas, including particularly the Act, in the original principal amount of $10,000,000, for the purpose of constructing and developing an all-season aquatic facility, a community multi-purpose recreation facility, the Wagon Wheel Athletic Complex, which includes the first phase of a hike and bike trail system (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. ON AUGUST 1,2007, or any date thereafter, the Bonds of this Series maturing on and after August 1,2008 may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available source, as a whole, or in part, and, if in part, the maturity or maturi- ties of Bonds and the amounts thereof, to be redeemed shall be selected and designated by the Issuer, and the Issuer shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof within such maturities and in such principal amounts, for redemption (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the prepayment or redemption price of the principal amount thereof, plus accrued interest to the date fixed for prepayment or redemption. AT LEAST 30 days prior to the date fixed for redemption, written notice of such redemption shall be given by the Paying AgenffRegistrar by United States mail, first class postage prepaid, to the registered owner of each Bond to be redeemed at its address as it appeared on the books of the Paying Agent/Registrar on the forty-fifth day prior to the date fixed for redemption. The failure to receive such notice in writing, or any defect therein, or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is mailed and if due provision for such payment is made, all as provided above, the Bonds which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest from the Paying AgenffRegistrar out of the funds provided for such payment. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agenl/Registrar for cancellation, all in accordance with the form and procedures set forth in the Resolution. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgenffRegistmr, evidencing assignment of this Bond to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representative to evidence the assignment hereof. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of ~_0 registration of this Bond or any portion hereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying AgenffRegistrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Resolution that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Resolution, agrees to be bound by such terms and provisions, acknowledges that the Resolution is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Resolution constitute a contract between each registered owner hereof and the Issuer. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any political corporation, subdivision, or agency of the State of Texas, nor any member of the Board of Directors of the Issuer, either individually or collectively, shall be obligated to pay the principal of or the interest on this Bond and neither the faith and credit nor the taxing power (except as described below) of the State of Texas, the City, or any other political corporation, subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this Bond; that the principal of and interest on this Bond, together with other Bonds of the Corporation, are secured by and payable from a first lien on and pledge of certain funds created under the Resolution and the revenues defined in the Resolution as the "Pledged Revenues", which include the proceeds received by the City and transferred to the issuer from a one half of one percent sales and use tax levied for the benefit of the Issuer by the City (the "Sales Tax") pursuant to Section 4B of the Act; and that the registered owner hereof shall not have the right to demand payment of the principal of or interest on this Bond from any tax proceeds other than the Pledged Revenues collected by the City for the benefit of the Issuer by the City pursuant to Section 4B of the Act, or from any other source. THE ISSUER has reserved the right, subject to restrictions stated and adopted by reference in the Resolution authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be made payable from and secured by a lien on and pledge of the aforesaid Pledged Revenues. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the President of the Board of Directors of the Issuer and countersigned with the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (signature) (signature) Secretary, President, Board of Directors Board of Directors (SEAL) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this XXXXXXXXXX (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas 3.2 FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE: PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Resolution described on the face of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York Trust Company of Florida By Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to / / (Assignee's Social Security (print or type Assignee's name or Taxpayer Identification Number) and address, including zip code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated Signature Guaranteed: NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Bond in every particular without alteration or enlargement or any change whatsoever. 3.3 Section 6. DEFINITIONS. As used in this Resolution, the following terms shall have the meanings set forth below, tmless the text hereof specifically indicates otherwise: (a) "Act" shall mean the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended including particularly Section 4B thereof. (b) "Additional Bonds" shall mean the additional parity revenue bonds which the Issuer rese~es the right to issue in the future in accordance with Section 21 of this Resolution. (c) "Board" shall mean the Board of Directors of the Issuer. (d) "Bond" or "Bonds" or "Series 1999 Bonds" shall mean the Coppell Recreation Development Corporation Sales Tax Revenue Bonds, Series 1999, in the aggregate principal amount of $10,000,000, authorized to be issued by this Resolution. (e) "City" shall mean the City of Coppell, Texas. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended. (g) "Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any successor official or officer thereto. (h) "Cost" shall mean with respect to the Project, the cost of acquisition, construction and improvement of the Project as provided in the Act, including, without limitation, the cost of the acquisition of all land, rights-of-way, property rights, easements, and interests, the cost of all machinery and equipment, financing charges, interest during construction, necessary reserve funds, cost of estimates and of engineering and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving, and expanding any such Project, administrative expense, and such other expense as may be necessary or incident to the acquisition, construction, reconstruction, improvement, and expansion thereof, the placing of the same in operation, and the financing of the Project. (i) "Depository Bank" shall mean the official depository bank of the City. (j) "Fiscal Year" shall mean the fiscal year of the Issuer, being the twelve month period ending September 30 of each year. (k) "Investment Act" shall mean the Public Funds Investment Act of 1987, Chapter 2256, Texas Government Code. (1) "Issuer" shall mean Coppell Recreation Development Corporation. 14 (m) "Paying AgentJRegistrar" shall mean the financial institution so designated in accordance with the provisions of Section 4 of this Resolution. (n) "Pledged Revenues" shall mean the Sales Tax, less any amounts due or owing to the Comptroller as charges for collection or retention by the Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges and retentions are authorized or required by law. (o) "Project" shall mean paying all or part of the cost of constructing and developing an all-season aquatic facility, a community multi-purpose recreation facility, the Wagon Wheel Athletic Complex, which includes the first phase of a hike and bike trail system (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. (p) "Required Reserve Amount" shall mean an amount equal to the less of(i) maximum annual Debt Service (calculated on a fiscal year basis) for all parity bonds then outstanding (after giving effect to the issuance of the Additional Bonds), as determined on the date each series of Additional Bonds are delivered or incurred, as the case may be or (ii) the maximum amount in a reasonably required reserve fund that can be invested without restriction as to yield pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. (co "Reserve Fund Obligation" shall mean, to the extent permitted by law, as evidenced by an opinion of nationally recognized bond counsel, a surety bond or insurance policy (which, under applicable law, shall not entitle the provider thereof to any right of reimbursement or repayment other than a right to subrogation upon payments being made to bondholders) deposited in the Reserve Fund to satisfy the Required Reserve Account whereby the issuer is obligated to provide funds up to and including the maximum amount and under the conditions specified in such agreement or instrument. (r) "Reserve Fund Obligation Payment" shall mean any subrogation payment the Issuer is obligated to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund Obligation. (s) "Sales Tax" shall mean the one-half of one percent sales and use tax levied by the City within the boundaries of the City as they now or hereafter exist, together with any increases in the aforesaid rate if provided and authorized by the laws of the State of Texas, including specifically the Act, and collected for the benefit of the Issuer and the Project, all in accordance with the Act, including particularly Section 4B thereof. (t) "Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of January 26, 1999, between the City and the Issuer. Section 7. PLEDGE. The Bonds and any Additional Bonds and any interest payable thereon, are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Bonds, and any Additional Bonds are and will be secured by and payable only from the Pledged Revenues and amounts on deposit in the Debt Service Fund and the Reserve Fund, and are not secured by or payable from a mortgage or deed of trust on any real, personal or mixed properties constituting the Project. Section 8. REVENUE FUND. There has been created and established on the books of the Issuer, and accounted for separate and apart from all other funds of the Issuer, a special fund entitled the "Coppell Recreation Development Corporation Sales Tax Revenue Fund" (hereinafter called the "Revenue Fund"). All Pledged Revenues shall be credited to the Revenue Fund immediately upon receipt. Monies in said Fund shall be maintained by the Issuer at its Depository Bank. Section 9. DEBT SERVICE FUND. For the sole purpose of paying the principal of and interest on the Bonds, and any Additional Bonds, as the same come due, there shall be created and established on the books of the Issuer a separate fund entitled the "Coppell Recreation Development Corporation Sales Tax Revenue Bonds Debt Service Fund" (hereinafter called the "Debt Service Fund"). Monies in said Fund shall be maintained by the Issuer's Depository Bank. Section 10. RESERVE FUND. There has been created and established on the books of the Issuer a separate fund entitled the "Coppell Recreation Development Corporation Sales Tax Revenue Bonds Reserve Fund" (hereinafter called the "Reserve Fund"). Monies in said Fund shall be used solely for the purpose of retiring the last of any Bonds and Additional Bonds as they become due or paying principal of and interest on any Bonds and Additional Bonds when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. Monies in said Fund shall be maintained by the Issuer's Depository Bank. Section 11. RECREATION DEVELOPMENT FUND. (a) There shall be created and established on the books of the Issuer a separate fund entitled the "Coppell Recreation Development Corporation Series 1999 Development Fund" (hereinafter called the "Development Fund"). The Development Fund shall be held by the Depository for the Issuer and shall be subject to and charged with a lien in favor of the registered owners of the Bonds until said monies on deposit therein are paid out as herein provided. The proceeds from the sale of the Bonds, other than any accrued interest and capitalized interest (which shall be deposited to the credit of the Debt Service Fund) and any proceeds identified in Section 29 hereof to be deposited to the credit of the Reserve Fund, shall be credited to the Development Fund together with such amounts required to fund the cost of the Project after making required monthly deposits to the Debt Service Fund and Reserve Fund. All interest and profits from investments made with moneys in the Development Fund shall remain on deposit in the Development Fund and as part thereof. (b) Money in the Development Fund shall be subject to disbursement by the Issuer for payment of any Cost of the Project. Disbursements from the Development Fund shall be made by check signed by an officer of said depository bank on behalf of the Issuer. Such disbursements shall be made only upon the submission ora request by the Issuer, and stating that said purpose for which the disbursement is requested constitutes a valid Cost of the Project. Section l 2. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement, the City has agreed to do any and all things necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of sales taxes from the Comptroller, credits and refunds due and owing to the Comptroller, and other matters with respect to the collection and transfer of the ~Sales Tax. The City shali maintain the proceeds from the collection of the Sales Tax in a trust account separate from all other funds of the City, with such trust account to be maintained at an official depository bank of the City. (b) The President and the Treasurer of the Board are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Debt Service Fund in ample time to pay the principal of and interest on the Bonds and any Additional Bonds and to pay requirements of Reserve Fund. Section I3. DEPOSITS OF PLEDGED REVENUES; INVESTMENTS. (a) The Pledged Revenues shall be deposited in the Debt Service Fund, Reserve Fund and Development Fund as required by this Resolution. (b) Money in any Fund established by this Resolution may, at the option of the Board, be invested in author/zed investments as described in the Investment Act; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds, and shall be made in such manner that the money required to be expended from any Fund will be available at the proper time or times. Money in the Reserve Fund shall not be invested in securities maturing later than the final maturity of the Bonds and any Additional Bonds. Such investments shall be valued in terms of current market value as of the last day of each year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds or any Additional Bonds. Section 14. FUNDS SECURED. Money in all Funds created by this Resolution, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City. Section 15. DEBT SERVICE REQUIREMENTS. (a) Promptly after the delivery of the Bonds the Issuer shall cause to be deposited to the credit of the Debt Service Fund any accrued interest received from the sale and delivery of the Bonds, as described in Section 30 hereof, and any such deposit shall be used to pay the interest next coming due on the Bonds. (b) The Issuer shall transfer or cause to be transferred Pledged Revenues on deposit in the Revenue Fund, and deposit to the credit of the Debt Service Fund the amounts, at the times, as follows: (I) Such amounts, in substantially equal monthly installments, deposited on or before the 10th day of each month hereafter, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the interest scheduled to accrue and come due on the Bonds on the next succeeding interest payment date. (2) Such amounts, in substantially equal monthly installments, deposited on or before the 10th day of each month hereafter, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the principal scheduled to mature and come due on the Bonds on the next succeeding principal payment date. Section 16. RESERVE REQUIREMENTS. (a) The Issuer shall cause $810,837.50 to be deposited into the Reserve Fund from the proceeds of the Bonds as the Required Reserve Amount. When and so long as the money and investments in the Reserve Fund are not less than the Required Reserve Amount, including Reserve Fund Obligations, no deposits need be made to the cr&dit of the Reserve Fund. There shall be deposited into the Reserve Fund any Reserve Fund Obligation so designated by the Issuer or its Financial Officer. When and if the Reserve Fund contains less than the Required Reserve Amount due to the issuance of the Bonds or any Additional Bonds, beginning on the 10th day of the month following the delivery of the Bonds to the purchasers thereof, and continuing for sixty months, the Issuer shall transfer or cause to be transferred Pledged Revenues on deposit in the Revenue Fund, and deposit to the credit of the Reserve Fund an amount equal to 1/60th of the difference determined as of such delivery date between the amount in the Reserve Fund and the Required Reserve Amount. In addition, in the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the Reserve Fund subject to monthly payments to Debt Service Fund. The Issuer further covenants and agrees that, subject only to the prior deposits and credits to be made to the Debt Service Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve established for the benefit of any issue or series of Additional Bonds and to cure any deficiency in such amounts as required by the terms of this Resolution and any other Resolution pertaining to the issuance of Additional Bonds. (b) During such time as the Reserve Fund contains the Required Reserve Amount or the obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection (e) below, the Issuer may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Debt Service Fund or otherwise use such amount in any manner permitted by law. (c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required Reserve Amount for the Bonds may be used in lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted for moneys and investments in the Reserve Fund if the prior written consent of the Insurer is received and the substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds by any rating 3.8 agency to be lowered and the Issuer's Financial Officer finds the substitution of the Reserve Fund obligation for all or part of the Required Reserve Amount is cost effective. (d) A Reserve Fund Obligation permitted under (a) above, must be in the form ora surety bond or insurance policy meeting the requirements described below. (1) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the bondholders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by Standard and Poor's and Moody's. (2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or draws upon such Reserve Fund obligation in accordance with its terms, including expenses incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as provided in this Section and in Section 13. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve Fund to any amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims paying ability of the issuer of the insuring policy or surety bond falls below "AAA" or "Aaa", by Standard and Poor's and Moody's, respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve Fund.. (3) In the event (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below "AAA" or "Aaa" by Standard and Poor's and Moody's, respectively, the Issuer shall either (i) deposit into the Reserve Fund, in accordance with this Section and Section 13 an amount sufficient to cause the cash or investments credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of(l) or (2) above, within six months of such occurrence. In the event (a) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below "A" by Standard & Poor's and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the issuer of the Reserve Fund Obligations becomes insolvent, the issuer shall either (i) deposit into the Reserve Fund, in accordance with this Section, amount sufficient to cause the cash or investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of (I) or (1) above within six months of such occurrence. (4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its terms not later than five business days (or such appropriate time period as will, when combined with the timing of required payment under the Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the interest payment date) prior to each date upon which the principal of or interest on the Parity Obligations will be due. (5) The Issuer hereby represents that the insurance company providing the bond insurance policy for the reserve fund will be the same insurance company insuring the Bonds and is a national provider rated "AAA" at the time of delivery of the Bonds. (e) All cash and investments in the Reserve Fund shall be transferred to the Debt Service Fund for payment of debt service on the Bonds before any drawing may be made on the Reserve Fund Obligation. Repayment of any claims paid on the Reserve Fund obligations shall be made prior to replenishment of any such cash amounts. Draws on all Reserve Fund Obligation on which there is available coverage shall be made on pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Repayment of claims paid on the Reserve Fund Obligation shall be made on a pro-rata basis prior to replenishment of any cash draw from the Reserve Fund. (f) Notwithstanding anything in this Resolution to the contrary, this Resolution shall not be discharged until all amounts paid by the insurer have been repaid in full. When and if the Reserve Fund at any time contains less than the Required Reserve Amount due to any cause or condition other than the issuance of any Additional Bonds, then, and including Reserve Fund Obligations payments when due, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such pm-pose. The Issuer may withdraw and use, for any purpose not inconsistent with the provisions of the Act, including deposit to Debt Service Fund, all surplus in the Reserve Fund over the Required Reserve Amount including paying Reserve Fund Obligations. Section 17. PAYMENT. On or before August 1, 1999, and semiannually on or before each August 1 and February 1 thereafter while any of the Bonds are outstanding and unpaid, the Paying Agent/Registrar shall make payment of the principal of and interest on the Bonds and the Additional Bonds to the holders thereof with funds transferred from the Issuer. Section 18. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Debt Service 2O Fund and the Reserve Fund, then such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. (b) Subject to making the required deposits to the credit of the Debt Service Fund and the Reserve Fund when and as required by this Resolution, the resolutions authorizing the Bonds or any resolutions authorizing the issuance of Additional Bonds, the excess Pledged Revenues may be used by the Issuer for any lawful purpose not inconsistent with the Act. Section 19. ADDITIONAL BONDS. (a) The Issuer shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional parity revenue bonds (herein called "Additional Bonds"), in accordance with law, in any amounts, for purposes of financing of projects (including the Project) under the provisions of the Act, or for the purpose of refunding of any Bonds Additional Bonds or other obligations of the Issuer incurred in connection with the financing of projects under the provisions of the Act. Such Additional Bonds, if and when authorized, issued and delivered in accordance with this Resolution, shall be secured by and made payable equally and ratably on a parity with the Bonds and all other outstanding Additional Bonds, from a first lien on and pledge of the Pledged Revenues. (b) That the Debt Service Fund and the Reserve Fund established by this Resolution shall secure and be used to pay all Additional Bonds as well as the Bonds. However, each resolution under which Additional Bonds are issued shall provide and require that, in addition to the amounts required by the provisions of this Resolution, the resolutions authorizing the Bonds and the provisions of any other resolution or resolutions authorizing Additional Bonds to be deposited to the credit of the Debt Service Fund, the Issuer shall deposit to the credit of the Debt Service Fund at least such amounts as are required for the payment of all principal and interest on said Additional Bonds then being issued, as the same come due; and that the aggregate amount to be accumulated and maintained in the Reserve Fund shall be increased (if and to the extent necessary) to the new Required Reserve Amount for all Bonds and Additional Bonds which will be outstanding after the issuance and delivery of the then proposed Additional Bonds; and that the required additional amount shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash immediately after the delivery of the then proposed Additional Bonds, or, at the option of the Issuer, by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in monthly installments, made on or before the 10th day of each month following the delivery of the then proposed Additional Bonds, of not less than 1/60th of said required additional amount (or 1/60th of the balance of said required additional amount not deposited in cash as permitted above) or Reserve Fund Obligations. (c) That all calculations of average annual principal and interest requirements made pursuant to this section shall be made as of and from the date of the Additional Bonds then proposed to be issued. (d) No installment, series or issue of Additional Bonds shall be issued or delivered unless: 21 (i) The President and the Secretary of the Board of the Issuer sign a written certificate to the effect that the Issuer is not in default as to any covenant, condition or obligation in connection with the Bonds and Additional Bonds, and the resolutions authorizing same, and that the Debt Service Fund and the Reserve Fund each contains the amount then required to be therein; (ii) An independent certified public accountant, or independent firm of certified public accountants, signs a written certificate to the effect that, during either the next preceding fiscal year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Bonds, the Pledged Revenues were, in her, his or its opinion, at least equal to 1.5 times the average annual principal and interest requirements (computed on a fiscal year basis) of all Bonds and Additional Bonds to be outstanding after the issuance of then proposed Additional Bonds; and (iii) The governing body of the City by official action approves the issuance of the Bonds, as required by the Act. Section 20. GENERAL COVENANTS. The Issuer further covenants and agrees that in accordance with and to the extent required or permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Resolution and in every Bond; it will promptly pay or cause to be paid the principal of and interest on every Bond on the dates and in the places and manner prescribed in this Resolution and the Bonds; and it will, at the times and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the Funds created hereby; and any registered ovmer of the Bonds may require the Issuer, its officials and employees to carry out, respect or enforce the covenants and obligations of this Resolution, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its officials and employees, or by the appointment of a receiver in equity. (b) Legal Authority. It is a duly created and existing industrial development corporation, and is duly authorized under the laws of the State of Texas, including the Act, to create and issue the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the registered owners thereof are and will be valid and enforceable special obligations of the Issuer in accordance with their terms. (c) Further Encumbrance. It, while the Bonds or any Additional Bonds are outstanding and unpaid, will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Resolution in connection with Additional Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Resolution; but the right of the Issuer to issue revenue bonds payable from a subordinate lien on the Pledged Revenues, in accordance with the provisions of the Act, is specifically recognized and retained. 22 (d) Sale or Disposal of Project. It, while the Bonds or any Additional Bonds axe outstanding and unpaid, will not sell, convey, mortgage, or in any manner transfer title to, or otherwise dispose of the Project, or any significant or substantial part thereof, without the approval of the governing body of the City. (e) Collection of Sales Tax. (i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at the rate voted at the election held by and within the City on November 5, 1991, and the I.ssuer hereby warrants and represents that the City has duly and lawfully ordered the imposition and collection of the Sales Tax upon all sales, uses and transactions as are permitted by and described in the Act throughout the boundaries of the City as such boundaries existed on the date of said election and as they may have been expanded thereafter. (ii) For so long as any Bonds or Additional Bonds are outstanding, the Issuer covenants, agrees and warrants to take and pursue all action permissible under applicable law to cause the Sales Tax, at said rate or at a higher rate if permitted by applicable law, to be levied and collected continuously, in the manner and to the maximum extent permitted by applicable 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 (e)(i) of this Section to be ordered or permitted so long as any Bonds, or Additional Bonds shall remain outstanding. (iii) lfthe City shall be authorized hereafter by applicable 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, the Issuer, to the extent it legally may do so, hereby covenants and agrees to use its best efforts to cause the City to take such action as may be required by applicable law to subject such taxable items or transactions to the Sales Tax. (iv) The Issuer agrees to take and pursue all action permissible under applicable law 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 applicable law. (v) The Issuer agrees and covenants at all times to use its best efforts to cause the City to comply with the Transfer Agreement. (f) Records. It will keep proper books of record and account in which full, true and correct entries will be made of all dealings, activities and transactions relating to the Project, the Pledged Revenues and the Funds created pursuant to this Resolution, and all books, documents and vouchers relating thereto shall at all reasonable times be made available for inspection upon request of any bondholders. (g) Corporate Existence. It will maintain its corporate existence during the time that any Bonds are outstanding hereunder. Section 21. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Resolution, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof(including the giving of any required notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making avai!able to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such mounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues herein pledged as provided in this Resolution, and such principal and interest shall be payable solely fi.om such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section, shall mean direct 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, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book-entry form. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Resolution. Section 22. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying 24 Agent/Registrar. In every case of loss, theft, or destruction ora Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation ora Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so d.amaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying AgenffRegistrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued under this Resolution. (e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Article 717k- 6, Texas Revised Civil Statutes, this Section shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and mmmer and with the effect, as provided in Section 4(d) of this Resolution, for Bonds issued in conversion and exchange for other Bonds. Section 23. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED. The President of the Board of the Issuer is hereby authorized to have control of each Bond issued hereunder and all necessary records and proceedings pertaining to each Bond pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of each Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on each Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of 2s the Issuer, be printed on each Bond or on any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. In addition, an appropriate statement of insurance supplied by a municipal bond insurance company providing insurance, if any, covering all or any part of the Bonds may be printed or attached to the Bonds. Section 24. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to refrain from taking any action which would adversely affect, and to take any required action to ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141 (b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Resolution, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141 (b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of Section 141 (b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141 (c) of the Code; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of Section 141 Co) of the Code; (e) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- 26 (I) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-l(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(0 of the Code. For the purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional require- ments which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Chairman of the Issuer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such fund shall not 27 be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code. Section 25. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Resolution (the "Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (i) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of(l) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 26. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 27. CONTINUING DISCLOSURE.(a) Annual Reports. (i) The Issuer shall provide annually to each NRMSIR and any S1D, within four months after the end of each fiscal year ending in or after 1999, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 28 of this Resolution, being the information described in Exhibit A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall provide unaudited financial statements by the required time and audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available. (ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer 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 28 document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 11. Rating changes. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Resolution or applicable law that causes Bonds no longer to be outstanding. (ii) 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 Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer 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. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING 1N WHOLE OR IN PART FROM ANY 29 BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORIVIANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shal! comprise a breach of or default under the 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 Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if( I ) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering 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 Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel) determined that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. 30 "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staffto be, a state information depository within the meaning of the Rule from time to time. Section 28. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to MERRILL LYNCH & CO. for cash for the par value thereof and accrued interest to date of delivery plus a premium of $943.00. It is hereby officially found, determined, and declared that the Bonds have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bid} pursuant to an Official Notice of Sale and Bidding Instructions and Official Statement dated January 4, 1999, prepared and distributed in connection with the sale of the Bonds. Said Official Notice of Sale and Bidding Instructions and Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the governing body of the Issuer, and their use in the offer and sale of the Bonds is hereby approved. It is further officially found, determined, and declared that the statements and representations contained in said Official Notice of Sale and Official Statement are true and correct in all material respects, to the best knowledge and belief of the governing body of the Issuer. Section 29. PUBLIC NOTICE. It is hereby officially found and determined that public notice of the time, place and purpose of said meeting was given, all as required by Chapter 55 I, Texas Government Code, and no petition was received from the qualified electors of the Issuer protesting the issuance of such Bonds. Section 30. USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds, other than costs of issuance paid in accordance with an instruction letter of the Issuer, shall be deposited to the credit of the various Funds created by this Resolution as follows: (a) In the Debt Service Fund, the accrued interest from the sale of the Bonds; (b) In the Reserve Fund, $810,837.50 from the sale of the Bonds. (c) In the Development Fund, the balance of said proceeds; as set forth in a certificate to be delivered to the Paying Agent/Registrar at closing. Section 31. EXECUTION OF DOCUMENTS. The President, Vice President, Secretary and Treasurer of the Board of the Issuer are hereby authorized to execute, deliver, attest and affix the seal of the Issuer to all documents and instruments necessary and appropriate in connection with the issuance, sale and delivery of the Bonds, including, without limitation, the Transfer Agreement and Paying Agent/Registrar Agreement in substantially the form attached hereto and made a part hereof for all purposes. Section 32. PREAMBLE. The findings and preambles set forth in this Resolution are hereby incorporated into this Resolution and made a part hereof for all purposes. 31 APPROVED this the 26th day of January, 1999. Pr~rs ~Sec~tary, Board of D~rect~ m-er f°r Corp~rati2n 30 EXHIBIT A DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 27 of this Resolution. I. Annual Financial Statements and Operating Data Thc financial information and operating data with respect to thc Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or onder the headings of the Official Statement and Tables referred to) below: Tables 1 through 4 and in Appendix B Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph I above. CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF DALLAS AND DENTON CO~PPELL RECREATION DEVELOPMENT CORPORATION We, the undersigned officers of said Corporation, hereby certify as follows: 1. The Board of said Corporation convened in REGULAR MEETING ON THE 26TH DAY OF JANUARY, 1999, at the regular meeting place, and the roll was called of the duly constituted officers and members of said Board, to-wit: Gary Tunel, President Kip Allison, Vice President Arleen Garza, Secretary Jennifer Armstrong, Treasurer Karen Rodriguez Stephen Hafer Marsha Tunnell Greg Garcia andallofsaidpersonswerepresent, exceptthefollowingabsentees: /,~ **~;tl. ,~ (r-~-,~<tq , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING TIlE ISSUANCE OF COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, SERIES 1999, IN TIlE PRINCIPAL AMOUNT OF $10,000,000, APPROVAL OF SALES TAX REMITTANCE AGREEMENT AND OTHER MATTERS RELATING TIIERETO was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Resolution be passed; and, after due discussion, said motion carrying with it the passage of said Resolution, prevailed and carded by the following vote: AYES: All members of said Board shown present above voted "Aye". NOES: None. 2. That a tree, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said Board's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board's minutes of said Meeting pertaining to the passage of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board as indicated ther. ein; that each of the officers and members of said Board was duly and sufficiently notified offi- cially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting ;vas given, ail as required by Chapter 551, Texas Govermnent Code and in accordance with the Bylaws of said Corporation. 3. That the President of said Corporation has approved and hereby approves the aforesaid Resolution and that the President and the Secretary of said Corporation hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. SIGNED AND SEALED the 26th day of January, i999. Secretary, Board of Direr/rs Presidenl~C'~rd~of Directors SEAL