Min - Community Development Corporation - 1997 - 07/21 - RegularMINUTES
ALLEN COMMUNITY DEVELOPMENT CORPORATION
REGULAR MEETING
JULY 21, 1997 - 7:00 P.M.
BOARD MEMBERS PRESENT
Debbie Stout, Chairperson
Bob Morris
Carl Clemencich
Steve Terrell
Jason Collier
BOARD MEMBERS ABSENT
Robin Sedlacek, Secretary
Claudia Kelley
STAFF PRESENT
Michael Stanger, Assistant City Manager
Donna Miller, Secretary H
Larry Kirk, Program Coordinator Parks and Recreation
GUESTS PRESENT:
Dan Almon, Southwest Securities
Ed Esquivel, Fulbright & Jaworski
CALL TO ORDER
Debbie Stout called the meeting to order at 7:05 p.m.
II. APPROVAL OF MINUTES FROM THE JUNE 16, 1997 REGULAR
MEETING
MOTION: Motion made by Mr. Clemencich to approve the minutes
amending item IV. to also state "The Board opened the public
hearing to receive comments regarding a Natatorium". The
motion was seconded by Mr. Collier. All were in favor and
the motion carried.
III. CITIZENS' COMMENTS
None
IV. REQUEST TO APPEAR BY JOE BILBO, REPRESENTING THE ALLEN
CHAMBER OF COMMERCE.
Page 2
Allen CDC Minutes
July 21, 1997
Mr. Bilbo addressed the Board with details of the Chamber's history, their
efforts to attract families and businesses to Allen, their participation in projects
(Leadership Allen, Public Safety Recovery Fund, maps, etc.), and the need for a
new Chamber building. Mr. Bilbo stated the Chamber is considering
purchasing the old Properties Unlimited site for $800,000, and asked the Board
to consider funding $50,000 toward this project.
Mr. Rodenbaugh and Mr. Poer also spoke in behalf of the Chamber to ask for
support in obtaining the new building, and presented past Chamber history A
letter from the Chamber requesting the $50,000, and a 1997 Chamber
membership guide was handed out to Board members.
Mr. Stanger and Mr Esquivel explained to the Board what type of projects
could be funded with 4B sales tax revenue, which must tie to economic
development. Mr. Esquivel went on the explain the approval process which
involves the Attorney General's office, and recommended the Board submit
evidence and facts that support how the project is lied to economic development.
Mr. Stanger reported to the Board that the Attorney General's office has said the
Chamber project is workable.
After further discussion, Board members were interested in the Chamber project
and asked Mr Stanger to expedite the approval process.
V. PUBLIC HEARING: CONCERNING THE CORPORATION'S INTENT
TO USE A PORTION OF THE CORPORATION'S SALES TAX
REVENUE FOR THE PROJECTS LISTED BELOW.
Mr Stanger reported to the Board that after further discussion of the 4B projects
with one of the City's attorneys, projects (D), (E), and (F) appeared to be
ineligible and could not be directly tied to economic development. Mr. Stanger
advised the Board they could decide to drop the project, or continue with the
project and try to justify it to the Attorney General's office. After further
discussion, the Board decided to take no action at this time until all Board
members were present for this discussion.
Ms. Stout opened the public hearing at this point.
Mr Clemencich asked to speak, and reported that during the 4th of July
celebration he found there were no sidewalks along the north side of Bethany
from the Fire Station to the Recreation Center
Page 3
Allen CDC Minutes
July 21, 1997
A. $66,000 for the Design and Construction of a Footbridge Across
Cottonwood Creek.
No citizens were present for comment.
B. $27,500 for the Design, Acquisition and Installation of a CD-ROM
Computer Network and Collection.
No citizens were present for comment.
C. $24,200 for the Acquisition of a Collection of Music Titles on CD-
ROM.
No citizens were present for comment.
D $38.500 for the Replacement of Street Signs.
No citizens were present for comment.
E. $250,000 for the New Construction of Sidewalks along Residential
Streets.
No citizens were present for comment.
F $55,000 for the Design and Installation of Street Lights along Allen
Heights Road.
No citizens were present for comment.
Ms. Stout closed the public hearing at this point.
VI. CONSIDER CHANGES TO CORPORATION BY-LAWS.
Mr Stanger advised the Board that the City Council made two minor changes to
the By -Laws, (1) Section 2a "prepared by the Assistant City Manager" and (2)
Section 2b "shall advise the Assistant City Manager" was changed to read "staff
support" Although this was previously brought to the Board on December 19,
1996, Mr. Esquivel recommended the Board officially accept the changes.
MOTION: Motion made by Mr. Clemencich to accept the By -Laws with
the two changes verbally mentioned by Mr. Stanger and was
Page 4
Allen CDC Minutes
July 21, 1997
seconded by Mr. Morris. All were in favor and the motion
carried.
Mr. Terrell left the meeting at this point.
VII. CONSIDER ALL MATTERS INCIDENT AND RELATED TO THE
ISSUANCE AND SALE OF $5,350,000 SALES TAX REVENUE BONDS,
SERIES 1997, INCLUDING THE RECEIPT OF BIDS THEREFOR AND
THE ADOPTION OF A RESOLUTION PERTAINING THERETO.
Mr. Almon handed out copies of a Bond Buyers Index and a bid tabulation
sheet. Mr Almon reported to the Board that approximately 60 - 70 bid requests
were mailed, and he officially received two bids as follows:
Bidder
Net or Effective Rate
A.G. Edwards 5.19%
Smith Barney (incl. several associates) 5.11316%
Mr Almon reported the Board that Smith Barney was the apparent best rate.
Mr Esquivel explained the project would go to the Attorney General's office
for review and the first payment toward the bond note would be due 3-1-98.
MOTION: Motion made by Mr. Morris to approve the Smith Barney bid
at 5.11316% and resolution pertaining thereto. Mr.
Clemencich seconded. All were in favor and the motion
carried.
VIII. FIRST READING: CONSIDER A RESOLUTION TO AUTHORIZE
$71,500 TO DESIGN AND CONSTRUCT AN ELECTRONIC MESSAGE
BOARD.
Mr Stanger advised the Board that the location of the message board will be the
corner of Allen Drive and McDermott (Fire Station). After further discussion,
members requested additional information be brought to the Board prior to the
second reading.
MOTION: Motion made by Mr. Collier to proceed to the second reading
and requested the construction, operation, and design details
be brought to the Board prior to the second reading. Mr.
Page 5
Allen CDC Minutes
July 21, 1997
Morris seconded and all were in favor. The motion carried.
IX. FIRST READING: CONSIDER A RESOLUTION ADOPTING: A
BUDGET FOR FY 1997 - 98.
Mr. Stanger reviewed the budget worksheet with members and explained the
budget approval process. After further review, members agreed they would like
to see additional money available from reserves for unexpected projects,
MOTION: Motion made by Mr. Collier to proceed to the second reading
with amendments and Mr. Clemencich seconded. All were in
favor and the motion carried.
X. OTHER BUSINESS
A.
Amendment to 413 Statute,
Mr. Stanger presented information to the Board on amendments to the
4B statute.
B.
Revenue Report.
Reviewed,
C.
Items of Interest to the Board.
Mr. Clemencich recommended the Board continue annual presentations
by City Staff for potential 4B projects. All members agreM,
D.
Calendar:
Reviewed
IX. ADJOURN
With no further business to be discussed, Mr. Morris moved to adjourn the
meeting and Mr. Clemencich seconded. All were in favor and the motion
carried. The meeting adjourned at 9.40 p.m.
These minuges read and approved the 18th day of August, 1997
Debbi$ Stout, Chairperson Robin SedIacek, Secretary
RESOLUTION NO. 1 -CDC -97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS,
ADOPTING A FIVE-YEAR CAPITAL IMPROVEMENTS PROGRAM FOR THE
YEARS 1997 THROUGH 2001.
WHEREAS, at a special called meeting of the Board of Directors of the Allen Community Development
Corporation, with a quorum of said Board in attendance, the members devised a mission for the
Corporation, stating that "as representatives of the citizens of Allen, we strive to effectively administer
funds for the purpose of enhancing the quality of life and adding incremental value to the community;" and
WHEREAS, at the same special called meeting the Board further agreed that the 4B sales and use tax
should be used by the Corporation primarily to purchase or finance improvements that are above and
beyond those that the City of Allen would or could provide; and
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was proposed that the Corporation
set forth long- and short-term goals that address the needs of the community and the mission of the
Corporation within the financial constraints of revenues projected to be available to the Corporation, and
that the plan be considerate of and consistent with the adopted and proposed plans of the City of Allen,
Collin County; and others who would purchase or construct public improvements in Allen;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
1 COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Community Development Capital Improvement Program (CDCIP) is hereby adopted
and effective for the planning purposes of the Allen Community Development Corporation until amended
at a later date by action of the Board of Directors.
SECTION 2. City staff is hereby requested to recommend updates to the CDCIP for the Board's
consideration on an annual basis, said updates to add a new fifth year to the CDCIP as the present first year
expires.
SECTION 3. The CDCIP shall be forwarded to the Allen City Council for the benefit of the City's
planning efforts.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS THE
16TH DAY OF JUNE, 1997.
APPR VED:
Debbie Stout, CHAIRPERSON
ATTEST:
Robin Sedlacek, SECRETARY
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RESOLUTION NO. 2—CDC-97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY,
TEXAS, AUTHORIZING THE USE OF THE PROCEEDS OF THE
CORPORATION'S SALES TAX REVENUE FOR A PROJECT COMPRISING
THE DESIGN AND CONSTRUCTION OF A FOOTBRIDGE ACROSS
COTTONWOOD CREEK; DIRECTING THE PUBLICATION OF NOTICE ON
THE PROJECT; AND SCHEDULING A PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was proposed that the
Corporation provide for construction of a footbridge across Cottonwood Creek from the Highland
Meadows subdivision to Ford Park; and
WHEREAS, the Board of Directors has determined that such project is a project authorized by Section
4B, Article 5190.6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the
Corporation's sales tax revenue to construct a footbridge across Cottonwood Creek from the Highland
Meadows subdivision to Ford Park, all in the City of Allen and within easements or rights-of-way or
on property belonging to the City of Allen.
SECTION 2. The sum of $66,000 shall be appropriated for the estimated costs of preparing
engineering designs and constructing the footbridge in accordance with such engineering design and
the plans and specifications to be developed.
SECTION 3. Public notice shall be given as required by law and a public hearing conducted on the
21st day of July, 1997, to receive comments for or against the project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS
THE 16TH DAY OF JUNE, 1997.
APPRO D:
��
Debbie Stout, CHAIRPERSON
ATT T:\
Robin acek, SECRETARY
RESOLUTION NO. 3 -CDC -97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY,
TEXAS, AUTHORIZING THE USE OF THE PROCEEDS OF THE
CORPORATION'S SALES TAX REVENUE FOR A PROJECT COMPRISING
THE DESIGN, ACQUISITION AND INSTALLATION OF A CD-ROM
COMPUTER NETWORK AND COLLECTION; DIRECTING THE
PUBLICATION OF NOTICE ON THE PROJECT; AND SCHEDULING A
PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was proposed that the
Corporation provide for the expansion of the CD-ROM collection of the Allen Public Library; and,
WHEREAS, the Board of Directors has determined that such project is a project authorized by Section
4B, Article 5190.6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the
Corporation's sales tax revenue to acquire new CD-ROM titles for library patrons' use on the Allen
Public Library's computer CD-ROM network and for expansion of the network hardware and software
as required to meet the needs of patrons in this regard.
SECTION 2. The sum of $27,500 shall be appropriated for the estimated costs of the CD-ROM titles,
preparing engineering designs, and installing and configuring the hardware and software in accordance
with such engineering design and the plans and specifications to be developed.
SECTION 3. Public notice shall be given as required by law and a public hearing conducted on the
21st day of July. 1997, to receive comments for or against the project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS
THE 16TH DAY OF JUNE, 1997.
APPROVE
I 24e
Debbie S� tout, CHAIRPERSON
ATTEST:
1 Robin S�CRE�Y
RESOLUTION NO. 4 -MC -97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY,
TEXAS, AUTHORIZING THE USE OF THE PROCEEDS OF THE
CORPORATION'S SALES TAX REVENUE FOR A PROJECT
COMPRISING THE ACQUISITION OF A COLLECTION OF MUSIC
TITLES ON CD-ROM; DIRECTING THE PUBLICATION OF NOTICE ON
THE PROJECT; AND SCHEDULING A PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was proposed that the
Corporation provide for the acquisition of a music collection on CD-ROM for the Allen Public
Library; and,
WHEREAS, the Board of Directors has determined that such project is a project authorized by
Section 4B, Article 5190.6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
ALLEN COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS,
THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the
Corporation's sales tax revenue to acquire new CD-ROM music titles for circulation to patrons
of the Allen Public Library
SECTION 2. The sum of $24,200 shall be appropriated for the estimated costs of the CD-ROM
titles.
SECTION 3. Public notice shall be given as required by law and a public hearing conducted on
the 21st day of July, 1997, to receive comments for or against the project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNI'T'Y DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS
THE 16TH DAY OF JUNE, 1997.
APPRO D:
1
Debbie Stout, CHAIRPERSON
ATTEST:
Robin Sedlaeek, SECRETARY
RESOLUTION NO. 5 -{DC -97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS,
AUTHORIZING THE USE OF THE PROCEEDS OF THE CORPORATION'S
SALES TAX REVENUE FOR A PROJECT COMPRISING THE REPLACEMENT
OF STREET SIGNS; DIRECTING THE PUBLICATION OF NOTICE ON THE
PROJECT; AND SCHEDULING A PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quonun of said Board in attendance, it was proposed that the Corporation
provide for replacement of street signs that are missing, damaged or worn beyond City standards, and
WHEREAS, the Board of Directors has determined that such project is a project authorized by Section
4B, Article 5190 6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the Corporation's
sales tax revenue to purchase street signs that require replacement as of the date this resolution is adopted,
all in the City of Allen and within easements or rights-of-way or on property belonging to the City of
Allen.
SECTION 2. The sum of $38,500 shall be appropriated for the estimated costs of such signs, produced
to the specifications of the City
SECTION 3. The Board urges the City to add block numbers to the specifications of all street name signs
replaced by this project, and the City's logo to the specifications of street name signs replaced by this
project at major intersections
SECTION 4. Public notice shall be given as required by law and a public hearing conducted on the 21st
day of July, 1997, to receive comments for or against the project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS THE
16TH DAY OF JUNE, 1997.
APPROVE
Deblik Stout, CHAT PERSON
ATTEST:
Robin gedlacek, SECRETARY
RESOLUTION NO. 6—CDC-97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS,
AUTHORIZING THE USE OF THE PROCEEDS OF THE CORPORATION'S
SALES TAX REVENUE FOR A PROJECT COMPRISING THE NEW
CONSTRUCTION OF SIDEWALKS ALONG RESIDENTIAL STREETS;
DIRECTING THE PUBLICATION OF NOTICE ON THE PROJECT; AND
SCHEDULING A PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quommm of said Board in attendance, it was proposed that the Corporation
provide for constructing new sidewalks along residential streets; and
WHEREAS, the Board of Directors has determined that such project is a project authorized by Section
4B, Article 5190.6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the Corporation's
sales tax revenue to construct sidewalks along residential streets where no sidewalks presently exist; all in
the City of Allen and within easements or rights-of-way or on property belonging to the City of Allen.
SECTION 2. The sum of $250,000 shall be appropriated for the estimated costs of such sidewalks,
produced to the specifications of the City
SECTION 3. The Board acknowledges that the City may deposit the Corporation's funding for this project
into an account dedicated for this purpose over the course of two or more years, and that the City may
require certain conditions for the expenditure of such funds, such as financial participation by adjacent
property owners.
SECTION 4. Public notice shall be given as required by law and a public hearing conducted on the 21st
day of July, 1997, to receive comments for or against the project
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS THE
16TH DAY OF JUNE, 1997.
ATTEST:
Robin Sedlacek, SECRETARY
APPROVED:
•
GtGLG�
D b ie Stout, CHAIRPERSON
L
RESOLUTION NO. 7 -CDC -97
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY,
TEXAS, AUTHORIZING THE USE OF THE PROCEEDS OF THE
CORPORATION'S SALES TAX REVENUE FOR A PROJECT COMPRISING
THE DESIGN AND INSTALLATION OF STREET LIGHTS ALONG ALLEN
HEIGHTS ROAD; DIRECTING THE PUBLICATION OF NOTICE ON THE
PROJECT; AND SCHEDULING A PUBLIC HEARING.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was proposed that the
Corporation provide for improving the lighting conditions along Allen Heights Road, north of Main
Street; and
WHEREAS, the Board of Directors has determined that such project is a project authorized by Section
4B, Article 5190.6, Vernon's Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The Allen Community Development Corporation shall use proceeds from the
Corporation's sales tax revenue to design, purchase, and install street lights along Allen Heights Road,
north of Main Street and within easements or rights-of-way or on property belonging to the City of
Allen.
SECTION 2. The sum of $55,000 shall be appropriated for the estimated costs of preparing
engineering designs, and acquiring and installing the lighting fixtures in accordance with such
engineering designs and the plans and specifications to be developed.
SECTION 3. Public notice shall be given as required by law and a public hearing conducted on the
21st day of July, 1997, to receive comments for or against the project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS
THE 16TH DAY OF JUNE, 1997.
APPRO /D::
14 `�
De ie Stout, CHAIRPERSON
ATTEST:
1 /
Robi Sedlacek, SECRETARY
RESOLUTION NO.
MEM
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY,
TEXAS, PLEDGING THE USE OF THE PROCEEDS ACCUMULATED
FROM THE CORPORATION'S SALES TAX REVENUE FOR
IMPROVEMENTS AT ALLEN STATION PARK; APPROPRIATING A SUM
AND AUTHORIZING THE CITY MANAGER TO PAY THE SUM AS
REQUIRED; PROVIDING FOR RELEASE FROM PLEDGE IN THE EVENT
THE FUNDS ARE NOT EXPENDED; AND PROVIDING FOR
REIMBURSEMENT IN THE EVENT THE FUNDS ARE EXPENDED.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community
Development Corporation, with a quorum of said Board in attendance, it was agreed that the
Corporation provide $1 million for construction of improvements in Allen Station Park, a public
park project of the City of Allen, and
WHEREAS, at another regularly scheduled meeting of said Board, with a quorum of the Board
in attendance, it was agreed that the Corporation provide an additional $2.6 million for
construction of improvements in Allen Station Park; and
1 WHEREAS, the Board has determined that such project is a project authorized by Section 4B,
Article 5190.6, Vernon's Texas Civil Statutes, as amended; and
WHEREAS, the Board did publish notices of intent regarding the project and did conduct public
hearings to receive comments on the project, both in accordance with Section 4B, Article 5190.6,
Vernon's Texas Civil Statutes, as amended; and
WHEREAS, the Board has received no comments from members of the public opposing use of
the Corporation's sales tax revenue to fund the project; and
WHEREAS, at a regularly scheduled meeting of said Board, with a quorum of the Board in
attendance, it was agreed that the Corporation issue revenue bonds in the amount of $3.6 million
in order to finance its construction costs of the Allen Station Park project;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
ALLEN COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS,
THAT:
SECTION 1. The Allen Community Development Corporation shall pledge proceeds accumulated
to this date from the Corporation's sales tax revenue to pay a portion of the cost of construction
of improvements to Allen Station Park by the City of Allen.
SECTION 2. The sum of $652,000 shall be, and is hereby, appropriated for payment of the
portion of the estimated costs of construction agreed to be paid by the Corporation, and the City
Manager, as initial registered agent of the Corporation, is authorized and directed to pay to or for
the City of Allen such sum as and when required to fulfill such obligation.
SECTION 3. In the event the City of Allen does not expend the Corporation's accumulated sales
tax proceeds for construction costs of this project before the Corporation takes delivery of revenue
bond proceeds dedicated for this project, the accumulated sales tax proceeds shall be released from
this pledge for debt service and other projects or expenses of the Corporation.
SECTION 4. In the event the City of Allen does expend the Corporation's accumulated sales tax
proceeds for construction costs of this project, the Corporation shall reimburse the sales tax
revenue fund of the Corporation with proceeds of the bond sale dedicated for this project.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, COLLIN COUNTY, TEXAS, ON THIS
THE 16TH DAY OF JUNE, 1997.
APPRO ED::
u
Deb ie Stout, CHXIPPERSON
ATTEST:
Robin Sedlacek, SECRETARY
Resolution No. 8 -CDC -97 Page
RESOLUTION NO. 9 -CDC -97
A RESOLUTION authorizing the issuance of "ALLEN
COMMUNITY DEVELOPMENT CORPORATION SALES TAX REVENUE
BONDS, SERIES 1997"; pledging certain "Pledged
Revenues" of the Corporation, including "Gross
Sales Tax Revenues", to the payment of the
principal of and interest on said Bonds and
enacting other provisions incident and related to
the issuance, payment, security and delivery of
said bonds, including the approval of a Paying
Agent/Registrar Agreement and a Financing/Use
Agreement with the City, and resolving other
matters incident and related to the issuance and
sale of the Bonds.
WHEREAS, public hearings were duly held and conducted on
February 17, 1997, May 19, 1997 and June 16, 1997 by the Board of
Directors of the Allen Community Development Corporation (the
"Corporation") regarding the Corporation's intention to participate
in a project involving the construction of athletic facilities,
including, but not limited to, athletic and concession facilities
in Allen Station Park, together with related streets, parking and
utilities (the "Project"), notice of such public hearings were
published on January 25, 1997, April 23, 1997 and May 24, 1997,
respectively, in The Allen American, a newspaper of general
circulation in the City of Allen, Texas; and
WHEREAS, the Board of Directors of the Allen Community
Development Corporation (the "Corporation") hereby finds and
determines that $5,350,000 in principal amount of bonds should be
issued at this time to finance the costs of the Project; and
WHEREAS, the Board of Directors has further determined and -
hereby finds that the Project to be financed by the issuance of the
Bonds are for and on behalf of the City of Allen, Texas, and the
principal amount of such bonds and other obligations of the
Corporation payable in whole or in part from the "Pledged Revenues--
(hereinafter
evenues"(hereinafter defined), together with the amount of the costs of
other projects (other than such bonds and other obligations) for
which payments to be made in cash directly from such "Pledged
Revenues" do not, in the aggregate, exceed $135,000,000; now,
therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION:
SECTION 1. Authorization - Designation - Principal
Amount - Purpose. Bonds of the Corporation shall be and are hereby
authorized to be issued in the aggregate principal amount of
oe,aie
$5,350,000 to be designated and bear the title "ALLEN COMMUNITY
DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, SERIES 1997"
hereinafter referred to as the "Bonds" to finance the costs of
constructing athletic facilities, including, but not limited to,
athletic and concession facilities in Allen Station Park, together
with related streets, parking and utilities, in conformity with the
Constitution and laws of the State of Texas, including Vernon's
Ann. Civ. Stat., Section 4B of Article 5190.6.
SECTION 2. Fully Registered Obligations - Authorized
Denominations - Stated Maturities - Date. The Bonds shall be
issued as fully registered obligations, without coupons, shall be
dated August 1, 1997 (the "Issue Date") and shall be in
denominations of $5,000 or any integral multiple thereof (within a
Stated Maturity), shall be numbered consecutively from One (1)
upward and shall become due and payable annually on September 1 in
each of the years and in principal amounts (the "Stated
Maturities") and bear interest at per annum rates in accordance
with the following schedule:
Stated Maturity
Principal Interest
Amount Rates
1998
$ 125,000
1999
_$
160,000 $
2000
170,000 $
2001
175,000
2002
—$
190,000 $
2003
200,000 _$
2004
210,000 $
2005
220,000
2006
_$
235,000 _$
2007
250,000 _$
2008
260,000 _$
2009
275,000 _$
2010
295,000 _$
2011
310,000 $
2012
330,000 $
2013
345,000 _$
2014
365,000 _$
2015
390,000 _$
2016
410,000 _$
2017
435,000 $
The Bonds shall bear interest on the unpaid principal amounts
from the Issue Date at the per annum rates shown above (calculated
on the basis of a 360 -day year of twelve 30 -day months). Interest
on the Bonds shall be payable on March 1 and September 1 in each
year, commencing March 1, 1998.
1
SECTION 3. Terms of Payment - Paving Agent/Registrar. The
principal of, and the interest on the Bonds, due and payable by
reason of maturity, redemption or otherwise, shall be payable only
to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer
books maintained by the Paying Agent/Registrar and the payment
thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the
payment of public and private debts, and shall be without exchange
or collection charges to the Holders.
The selection and appointment of Texas Commerce Bank National
Association, Dallas, Texas, to serve as Paying Agent/Registrar for
the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, exchange and transfer of the
Bonds (the "Security Register") shall at all times be kept and
maintained on behalf of the Corporation by the Paying
Agent/Registrar, all as provided herein, in accordance with the
terms and provisions of a "Paying Agent/Registrar Agreement",
substantially in the form attached hereto as Exhibit A and such
reasonable rules and regulations as the Paying Agent/Registrar and
the Corporation may prescribe. The Chairperson and Secretary of
the Board of Directors of the Corporation are hereby authorized to
execute and deliver such Agreement in connection with the delivery
of the Bonds. The Corporation covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds are paid in
full and discharged. Any successor Paying Agent/Registrar shall be
a bank, trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform the
duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the Corporation agrees to
promptly cause a written notice to be sent to the Holder affected
by United States Mail, first class postage prepaid, which notice
shall identify and give the address of the new Paying
Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be
payable at the Stated Maturities or upon their earlier redemption,
only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Dallas, Texas (the
"Designated Payment/Transfer Office"). Interest on the Bonds shall
be paid to the Holders whose name appear in the Security Register
at the close of business on the Record Date (the 15th day of the
month next preceding each interest payment date) and shall be paid
by the Paying Agent/Registrar (i) by check sent United States Mail,
first class postage prepaid, to the address of the Holder recorded
in the Security Register or (ii) by such other method, acceptable
to the Paying Agent/ Registrar, requested by, and at the risk and
expense of, the Holder. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday,
a�w�e -3-
a legal holiday, or a day when banking institutions in the city
where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located is authorized by law or executive order
to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday,
or day when banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if
made on the original date payment was due.
In the event of a non-payment of interest on one or more
maturities on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment for such
maturity or maturities (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the
Corporation. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each
Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next
preceding the date of mailing of such notice.
SECTION 4. Redemption. (a) Optional Redemption. The Bonds
maturing on and after September 1, 2008 shall be subject to
redemption prior to maturity, at the option of the Corporation, in
whole or in part in principal amounts of $5,000 or any integral
multiple thereof (and if within a Stated Maturity by lot by the
Paying Agent/ Registrar), on September 1, 2007 or on any date
thereafter at the redemption price of par plus accrued interest to
the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45)
days prior to a date set for the redemption of Bonds (unless a -
shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the Corporation shall notify the Paying
Agent/Registrar of its decision to exercise the right to redeem
Bonds, the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the
Corporation to exercise the right to redeem Bonds shall be entered
in the minutes of the governing body of the Corporation.
(c) Selection of Bonds for Redemption. If less than all
Outstanding Bonds of the same Stated Maturity are to be redeemed on
a redemption date, the Paying Agent/Registrar shall treat such
Bonds as representing the number of Bonds outstanding which is
obtained by dividing the principal amount of such Bond by $5,000
and shall select the Bonds, or principal amount thereof, to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Bonds, a notice of redemption
shall be sent by United States Mail, first class postage prepaid',
in the name of the Corporation and at the Corporation's expense, to
each Holder of a Bond to be redeemed in whole or in part at the
address of the Holder appearing on the Security Register at the
close of business on the business day next preceding the date of
mailing such notice, and any notice of redemption so mailed shall
be conclusively presumed to have been duly given irrespective of
whether received by the Holder.
All notices of redemption shall (i) specify the date of
redemption for the Bonds, (ii) identify the Bonds to be redeemed
and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state
the redemption price, (iv) state that the Bonds, or the portion of
the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest thereon,
or on the portion of the principal amount thereof to be redeemed,
shall cease to accrue from and after the redemption date, and (v)
specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall he made at the
Designated Payment/Transfer Office of the Paying Agent/ Registrar
only upon presentation and surrender thereof by the Holder. If a
Bond is subject by its terms to prior redemption and has been
called for redemption and notice of redemption thereof has been
duly given or waived as herein provided, such Bond (or the
principal amount thereof to be redeemed) shall become due and
payable, and interest thereon shall cease to accrue from and after
the redemption date therefor, provided moneys sufficient for the
payment of such Bonds (or of the principal amount thereof to be
redeemed) at the then applicable redemption price are held for the
purpose of such payment by the Paying Agent/Registrar.
SECTION 5. Registration - Transfer - Exchange of Bonds -
Predecessor Bonds. The Paying Agent/Registrar shall obtain,
record, and maintain in the Security Register the name and address
of each registered owner of the Bonds issued under and pursuant to
the provisions of this Resolution. Any Bond may, in accordance
with its terms and the terms hereof, be transferred or exchanged
for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent,
upon surrender of such Bond to the Designated Payment/ Transfer
Office of the Paying Agent/Registrar for cancellation, accompanied
by a written instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, one or more
w,wIe -5-
new certificates evidencing the Bonds, in authorized denominations,
of like Stated Maturity and of a like aggregate principal amount as
the Bond or Bonds surrender for transfer shall be registered and
issued to the assignee or transferee of the previous Holders.
At the option of the Holder, Bonds may be exchanged for other
Bonds of authorized denominations and having the same Stated
Maturity, bearing the same rate of interest and of like aggregate
principal amount as the Bonds surrendered for exchange, upon
surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever
any Bonds are surrendered for exchange, the Paying Agent/Registrar
shall register and deliver new printed certificates evidencing the
Bonds, executed on behalf of, and furnished by, the Corporation, to
the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall
be delivered at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, or sent by United States Mail, first class
postage prepaid, to the Holder and, upon the delivery thereof, the
same shall be valid obligations of the Corporation, evidencing the
same obligation to pay, and entitled to the same benefits under
this Resolution, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section
shall be made without expense or service charge to the Holder,
except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such
transfer or exchange of any tax or other governmental charges
required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant
to the provisions hereof are hereby defined to be "Predecessor
Bonds," evidencing all or a portion, as the case may be, of the -
same obligation to pay evidenced by the Bond or Bonds registered
and delivered in the exchange or transfer therefor. Additionally,
the term "Predecessor Bonds" shall include any mutilated, lost,
destroyed, or stolen Bond for which a replacement Bond has been
issued, registered and delivered in lieu thereof pursuant to
Section 26 hereof and such new replacement Bond shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed, or
stolen Bond.
SECTION 6. Book -Entry Only Transfers and Transactions.
Notwithstanding the provisions contained in Sections 3, 4 and 5
hereof relating to the payment, and transfer/ exchange of the Bonds,
the Corporation hereby approves and authorizes the use of
"Book -Entry Only" securities clearance, settlement and transfer
system provided by The Depository Trust Company (DTC), a limited
wiv a
-6-
purpose trust company organized under the laws of the State of New
York, in accordance with the requirements and procedures identified
in the Letter of Representation, by and between the Corporation,
the Paying Agent/Registrar and DTC (the "Depository Agreement")
relating to the Bonds.
Pursuant to the Depository Agreement and the rules of DTC, the
Bonds shall be deposited with DTC who shall hold said Bonds for its
participants (the "DTC Participants"). While the Bonds are held by
DTC under the Depository Agreement, the Holder of the Bonds on the
Security Register for all purposes, including payment and notices,
shall be Cede & Co., as nominee of DTC, notwithstanding the
ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners") being recorded in the records of DTC and DTC
Participants.
In the event DTC determines to discontinue serving as
securities depository for the Bonds or otherwise ceases to provide
book -entry clearance and settlement of securities transactions in
general or the Corporation determines that DTC is incapable of
properly discharging its duties as securities depository for the
Bonds, the Corporation covenants and agrees with the Holders of the
Bonds to cause Bonds to be printed in definitive form and provide
for the Bond certificates to be issued and delivered to DTC
Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned,
transferred and exchanged on the Security Register maintained by
the Paying Agent/Registrar and payment of such Bonds shall be made
in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7. Execution - Registration. The Bonds shall be
executed on behalf of the Corporation by its Chairperson of the
Board of Directors of the Corporation under its seal reproduced or
impressed thereon and attested by the Secretary of the Board of
Directors of the Corporation. The signature of said officers on,
the Bonds may be manual or facsimile. Bonds bearing the manual or
facsimile signatures of individuals who are or were the proper
officers of the Corporation on the Issue Date shall be deemed to be
duly executed on behalf of the Corporation, notwithstanding that
such individuals or either of them shall cease to hold such offices
at the time of delivery of the Bonds to the initial purchasers and
with respect to Bonds delivered in subsequent exchanges and
transfers.
No Bond shall be entitled to any right or benefit under this
Resolution, or be valid or obligatory for any purpose, unless there
appears on such Bond either a certificate of registration
substantially in the form provided in Section 9C, manually executed
by the Comptroller of Public Accounts of the State of Texas or his
duly authorized agent, or a certificate of registration
aiw�e '7'
substantially in the form provided in Section 9D, manually executed
by an authorized officer, employee or representative of the Paying
Agent/ Registrar, and either such certificate upon any Bond duly
signed shall be conclusive evidence, and the only evidence, that
such Bond has been duly certified, registered and delivered.
SECTION 8. Initial Bond(s). The Bonds herein authorized
shall be initially issued either (i) as a single fully registered
bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in
Section 2 hereof and numbered T-1, or (ii) as twenty (20) fully
registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial
Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee
thereof. The Initial Bond(s) shall be the Bonds submitted to the
Office of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of Public
Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond(s),
the Paying Agent/Registrar, pursuant to written instructions from
the initial purchaser(s), or the designee thereof, shall cancel the
Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities,
principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses
identified therefor; all pursuant to and in accordance with such
written instructions from the initial purchaser(s), or the designee
thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 9. Forms. A. Forms Generally. The Bonds, the
Registration Certificate of the Comptroller of Public Accounts of
the State of Texas (to be printed on the Initial Bond (a) only), the
-
Certificate of Registration, and the form of Assignment to be
printed on each of the Bonds, shall be substantially in the forms
set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or
required by this Resolution and may have such letters, numbers, or
other marks of identification (including identifying numbers and
letters of the Committee on Uniform Securities Identification
Procedures of the American Bankers Association) and such legends
and endorsements (including insurance legends on insured Bonds and
any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the Board of Directors of
the Corporation or determined by the officers executing such Bonds
as evidenced by the execution thereof. Any portion of the text of
any Bonds may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Bond.
aiw18 -8-
The Bonds, including the Initial Bond(s), shall be
typewritten, printed, lithographed, or engraved or produced in any
other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
B. Form of Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
ALLEN COMMUNITY DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND, SERIES 1997
Issue Date: Interest Rate: Stated Maturity: CUSIP NO:
August 1, 1997
Registered Owner:
Principal Amount: DOLLARS
The Allen Community Development Corporation (hereinafter
referred to as the "Corporation"), a non-profit industrial
development corporation organized and existing under the laws of
the State of Texas, including Section 4B of Article 5190.6, Tex.
Rev. Civ. St. Ann., as amended, (the "Act"), with its principal
office located in Collin County, Texas, for value received, hereby
promises to pay to the order of the Registered Owner named above,
or the registered assigns thereof, solely from the revenues and
sources pledged under the Resolution identified below, the*
Principal Amount stated above (or so much thereof as shall not have
been paid upon prior redemption) on the Stated Maturity date
specified above and to pay interest (computed on the basis of a
360 -day year of twelve 30 -day months) on the unpaid Principal
Amount hereof from the Issue Date at the per annum rate of interest
specified above; such interest being payable on March 1 and
September 1 of each year, commencing March 1, 1998. Principal of
this Bond is payable at its Stated Maturity or redemption to the
registered owner hereof, upon presentation and surrender, at the
Designated Payment/Transfer Office of the Paying Agent/Registrar
executing the registration certificate appearing hereon, or its
successor. Interest is payable to the registered owner of this
Bond (or one or more Predecessor Bonds, as defined in the
resolution hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the
a�wis -9-
close of business on the "Record Date", which is the 15th day of
the month next preceding each interest payment date and interest
shall be paid by the Paying Agent/Registrar by check sent United
States Mail, first class postage prepaid, to the address of the
registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/ Registrar, requested by, and
at the risk and expense of, the registered owner. All payments of
principal of, premium, if any, and interest on this Bond shall be
without exchange or collection charges to the owner hereof and in
any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and
private debts.
This Bond is one of the series specified in its title issued
in the aggregate principal amount of $5,350,000 (herein referred to
as the "Bonds") to finance costs of constructing athletic
facilities, including, but not limited to, athletic and concession
facilities in Allen Station Park, together with related streets,
parking and utilities, in conformity with the Constitution and laws
of the State of Texas, including the Act, and pursuant to a
Resolution adopted by the governing body of the Corporation (herein
referred to as the "Resolution").
The Bonds maturing on and after September 1, 2008 may be
redeemed prior to their Stated Maturities, at the option of the
Corporation, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by
lot by the Paying Agent/Registrar), on September 1, 2007 or on any
date thereafter at the redemption price of par plus accrued
interest thereon to the redemption date. At least thirty days
prior to the date fixed for any redemption of Bonds, the
Corporation shall cause a written notice of such redemption to be
sent by United States Mail, first class postage prepaid, to the
registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions -
relating thereto contained in the Resolution. If a Bond (or any
portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such
redemption date such Bond (or the portion of its principal sum to
be redeemed) shall become due and payable, and, if moneys for the
payment of the redemption price and the interest accrued on the
principal amount to be redeemed to the date of redemption are held
for the purpose of such payment by the Paying Agent/ Registrar,
interest shall cease to accrue and be payable from and after the
redemption date on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to
be redeemed and the registered owner is someone other than Cede &
Co., payment of the redemption price of such principal amount shall
be made to the registered owner only upon presentation and
surrender of such Bond to the Designated Payment/Transfer Office of
"IRIS 1Q
the Paying Agent/ Registrar, and a new Bond or Bonds of like
maturity and interest rate in any authorized denominations provided
in the Resolution for the then unredeemed balance of the principal
sum thereof will be issued to the registered owner, without charge.
If a Bond is called for redemption, in whole or in part, the
Corporation and the Paying Agent/Registrar shall not be required to
transfer such Bond to an assignee of the Holder within 45 days of
the redemption date therefor; provided, however, such limitation on
transferability shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Bond redeemed in part.
The Bonds are payable solely from and equally and ratably
secured by a pledge of the "Pledged Revenues" (as defined in the
Resolution) received by the Corporation, including the receipts
from a Sales Tax levied for the benefit of the Corporation pursuant
to the Act and an election held in the City. The Bonds do not
constitute a legal or equitable, pledge, charge, lien or
encumbrance upon any property of the Corporation or the City of
Allen, Texas (the "City") except with respect to the "Pledged
Revenues". This Bond may not be paid in whole or in part from any
property taxes raised or to be raised by the City and is not a debt
of and does not give rise to a claim for payment against the City,
except as to the sales and use tax revenues held by the City and
required under the Act to be paid over to the Corporation. Neither
the State of Texas, the City or any political corporation,
subdivision or agency of the State of Texas shall be obligated to
pay this Bond or the interest hereon and neither the faith and
credit nor the taxing power of the State, the City or any other
political corporation, subdivision or agency thereof is pledged to
the payment of the principal of and interest on this Bond except as
noted above.
Subject to satisfying the terms and conditions prescribed
therefor, the Corporation has reserved the right to issue
additional revenue obligations payable, in whole or in part, from -
the "Pledged Revenues" and equally and ratably secured in like
manner and effect as the Bonds.
Reference is hereby made to the Resolution, a copy of which is
on file in the Designated Payment/ Transfer office of the Paying
Agent/Registrar, and to all of the provisions of which the Holder
by the acceptance hereof hereby assents, for definitions of terms;
the description of and the nature and extent of the security for
the payment of the Bonds; the rights of Holders of the Bonds the
terms and conditions for the issuance of additional obligations;
the terms and conditions relating to the payment, transfer or
exchange of this Bond; the conditions upon which the Resolution may
be amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the Corporation and
the Paying Agent/Registrar; the terms and provisions upon which the
w�aeu -1i-
encumbrances, pledges, charges and covenants made therein may be
discharged; and for the other terms and provisions contained
therein. Capitalized terms used herein have the same meanings
assigned in the Resolution.
This Bond, subject to certain limitations contained in the
Resolution, may be transferred on the Security Register only upon
its presentation and surrender at the Designated Payment/Transfer
Office of the Paying Agent/Registrar, with the Assignment hereon
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Paying Agent/Registrar duly
executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or
more new fully registered Bonds of the same Stated Maturity, of
authorized denominations, bearing the same rate of interest, and of
the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent
of either, may treat the registered owner hereof whose name appears
on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of
surrender of this Bond as the owner entitled to payment of
principal hereof at its Stated Maturity or its redemption, in whole
or in part, and (iii) on any other date as the owner for all other
1 purposes, and neither the Corporation nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of non-payment of interest on
a scheduled payment date and for thirty (30) days thereafter, a new
record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/ Registrar, if and when
funds for the payment of such interest have been received from the
Corporation. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least -
five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each
Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such
notice.
It is hereby certified, recited, represented and covenanted
that the Corporation is a non-profit industrial development
corporation duly organized and legally existing under and by virtue
of the Constitution and laws of the State of Texas, including the
Act; that all acts, conditions and things required to exist and be
done precedent to and in the issuance of the Bonds to render the
same lawful and valid special obligations of the Corporation have
been properly done, have happened and have been performed in
regular and due time, form and manner as required by law; and that
aiw,e -12-
due provision has been made for the payment of the principal of and
interest on the Bonds from the sources and in the manner provided
in the Resolution. In case any provision in this Bond or any
application thereof shall be invalid, illegal, or unenforceable,
the validity, legality, and enforceability of the remaining
provisions and applications shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and the
Resolution shall be construed in accordance with and shall be
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation
has caused this Bond to be duly executed under the official seal of
the Corporation as of the Issue Date.
ALLEN COMMUNITY DEVELOPMENT
CORPORATION
ATTEST: Chairperson, Board of Directors
Secretary, Board of Directors
(SEAL)
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C
C
7
C. *Form of Registration Certificate of Comptroller of Public
Accounts to Appear on Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
REGISTER NO.
OF PUBLIC ACCOUNTS )
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified
as to validity and approved by the Attorney General of the State of
Texas, and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
(SEAL) of the State of Texas
D. Form of Certificate of Paving Agent/Registrar to Appear on
definitive Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of
the Registered Owner shown above under the provisions of the
within -mentioned Resolution and duly approved, or a Predecessor
Bond hereof duly approved, by the Attorney General of the State of
Texas and registered by the Comptroller of Public Accounts, as
shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar located
in Dallas, Texas, is the "Designated Payment/Transfer Office" for
this Bond.
Registration date:
-14
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Dallas, Texas,
as Paying Agent/Registrar
By
Authorized Signature
r
7
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
and transfers unto (Print or typewrite name, address,
code of transferee:)
assigns,
and zip
(Social Security or other identifying number:
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
(i) immediately under the name of the bond the headings
"Interest Rate " and "Stated Maturity "
shall both be omitted;"
(ii) Paragraph one shall read as follows:
The Allen Community Development Corporation (hereinafter
referred to as the "Corporation"), a non-profit industrial
development corporation organized and existing under the laws of
the State of Texas, including Section 4B of Article 5190.6, Tex.
Rev. Civ. St. Ann., as amended, (the "Act"), with its principal
office located in Collin County, Texas, for value received, hereby
promises to pay to the order of the Registered Owner named above,
or the registered assigns thereof, solely from the revenues and
sources pledged under the Resolution identified below, the
Principal Amount hereinabove stated on September 1 in each of the
years and in principal amounts and bearing interest at per annum
rates in accordance with the following schedule:
PRINCIPAL INTEREST
y INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
WIWIB -15-
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest (computed on the basis of a 360 -day
year of twelve 30 -day months) on the unpaid Principal Amount hereof
from the Issue Date at the per annum rate of interest specified
above; such interest being payable on March 1 and September 1 of
each year, commencing March 1, 1998. Principal installments of
this Bond are payable at its stated Maturity or on a prepayment
date to the registered owner hereof by Texas Commerce Bank National
Association, Dallas, Texas (the "Paying Agent/ Registrar"), upon its
presentation and surrender, at its designated offices in Dallas,
Texas (the "Designated Payment/ Transfer office"). interest is
payable to the registered owner of this Bond (or one or more
Predecessor Bonds, as defined in the resolution hereinafter
referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business
on the "Record Date", which is the 15th day of the month next
preceding each interest payment date and interest shall be paid by
the Paying Agent/Registrar by check sent United States Mail, first
class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the
risk and expense of, the registered owner. All payments of
principal of, premium, if any, and interest on this Bond shall be
without exchange or collection charges to the owner hereof and in
any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and
private debts.
SECTION 10. Definitions. For all purposes of this Resolution
and in particular for clarity with respect to the issuance of the
Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are
provided:
"Act" - The Development Corporation Act of 1979,
Vernon's Ann. civ. St., Art. 5190.6, as amended at any
time.
"Additional Obligations" - Bonds, notes or other
evidences of indebtedness which the Corporation reserves
the right to issue or enter into, as the case may be, in
the future in accordance with the terms and conditions
provided in Section 18 hereof and which, together with
the Bonds, are equally and ratably secured by a parity
pledge of and claim on the Pledged Revenues under the
terms of this Resolution and a Supplemental Resolution.
"Average Annual Debt Service" - That amount which,
at the time of computation, is derived by dividing the
total amount of Debt Service to be paid over a period of
WN16 -16-
years as the same is scheduled to become due and payable
by the number of years taken into account in determining
the total Debt Service. Capitalized interest payments
provided from proceeds of borrowings of the Corporation
shall be excluded in making the aforementioned
computation.
"Board" - The Board of Directors of the Corporation.
"Bonds" - The "Allen Community Development
Corporation Sales Tax Revenue Bonds, Series 1997", dated
August 1, 1997, authorized by this Resolution.
"City" - The City of Allen, Texas.
"Corporation" - The Allen Community Development
Corporation, a non-profit industrial development
corporation organized and existing under and pursuant to
the laws of the State of Texas, including Section 4B of
the Act and on behalf of the City of Allen, Texas.
"Debt Service" - As of any particular date of
computation, with respect to any obligations and with
respect to any period, the aggregate of the amounts to be
paid or set aside by the Corporation as of such date or
in such period for the payment of the principal of,
premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case
of obligations without a fixed numerical rate, that such
obligations bear, or would have borne, interest at the
maximum legal per annum rate applicable to such
obligations, and further assuming in the case of
obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts
thereof will be redeemed prior to maturity in accordance
with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified
financial institution eligible and qualified to serve as
the custodian of the Corporation's monetary accounts and
funds.
"Fiscal Year" - The twelve month financial
accounting period used by the Corporation ending
September 30 in each year, or such other twelve
consecutive month period established by the Corporation.
"Government Obligations" - Direct obligations of the
United States of America, including obligations the
aiwis -17-
principal of and interest on which are fully and
unconditionally guaranteed by the United states of
America.
*Gross Sales Tax Revenues" - All of the revenues or
receipts due or owing to, or collected or received by or
on behalf of the corporation by the city or otherwise
pursuant to Section 4B of the Act and the election held
May 4, 1996, less any amounts due and owed to the
Comptroller of Public Accounts of the State of Texas as
charges for the collection of the sales Tax or retention
by said Comptroller for refunds and to redeem dishonored
checks and drafts, to the extent such charges and
retention are authorized or required by law.
"outstanding" - When used in this Resolution with
respect to Bonds or Parity Obligations, as the case may
be, means, as of the date of determination, all Bonds and
Parity obligations theretofore sold, issued and delivered
by the Corporation, except:
(1) those Bonds or Parity Obligations canceled or
delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer
of such obligations;
(2) those Bonds or Parity obligations paid or
deemed to be paid in accordance with the provisions of
Section 25 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of
Additional Obligations.
(3) those Bonds or Parity obligations that have
been mutilated, destroyed, lost, or stolen and
replacement obligations have been registered and
delivered in lieu thereof.
"Parity Obligations" - Collectively, the Bonds and
Additional Obligations.
"Pledged Revenues" - Collectively (i) Gross
Sales Tax Revenues from time to time deposited or owing
to the Pledged Revenue Fund and (ii) such other money,
income, revenue, receipts or other property as may be
specifically dedicated, pledged or otherwise encumbered
in a Supplemental Resolution for the payment and security
of Parity Obligations.
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"Required Reserve" - The amount required to be
accumulated and maintained in the Reserve Fund under the
provisions of section 14 hereof.
"Sales Tax" - The local sales and use tax authorized
under section 4B of the Act, approved at an election held
on May 4, 1996, and the effective date for the imposition
and application of such Sales Tax within the corporate
limits of the City by the Comptroller of Public Accounts
of the State of Texas being October 1, 1996, together
with any increases in the rate of such Sales Tax
authorized and provided by law.
"Supplemental Resolution" - Any resolution of the
Board supplementing this Resolution for the purpose of
authorizing and providing the terms and provisions of the
Bonds or Additional obligations, or supplementing or
amending this Resolution for any other authorized purpose
permitted in Section 18 or 25 hereof, including
resolutions authorizing the issuance of Additional
Obligations or pledging and encumbering income, revenues,
receipts or property other than the Gross Sales Tax
Revenues to the payment and security of the Parity
Obligations.
SECTION 11. Pledge. The Corporation hereby covenants and
agrees that the Pledged Revenues, with the exception of those in
excess of the amounts required for the payment and security of the
Parity obligations, are hereby irrevocably pledged to the payment
and security of the Bonds and Additional obligations, if issued,
including the establishment and maintenance of the special funds
created and established in this Resolution and any Supplemental
Resolution, all as hereinafter provided. The Corporation hereby
resolves the Parity obligations shall constitute a lien on the
Pledged Revenues in accordance with the terms of this Resolution -
and any Supplemental Resolution, which lien shall be valid and
binding without any further action by the Corporation and without
any filing or recording with respect thereto except in the records
of the Corporation.
SECTION 12. Pledged Revenue Fund. The Corporation hereby
agrees and covenants to establish and maintain a fund or account at
a Depository for the deposit of the Pledged Revenues as received by
the Corporation, which fund or account shall be known on the books
and records of the Corporation as the "Pledged Revenue Fund". All
Pledged Revenues deposited to the credit of such Fund shall be
accounted for separate and apart from all other revenues, receipts
and income of the Corporation and, with respect to the Gross Sales
Tax Revenues, the corporation shall further account for such funds
separate and apart from the other Pledged Revenues deposited to the
a,w,a -19-
credit of the Pledged Revenue Fund. All Pledged Revenues deposited
to the credit of the Pledged Revenue Fund shall be appropriated and
expended to the extent required by this Resolution and any
Supplemental Resolution for the following uses and in the order of
priority shown:
First: To the payment of the amounts required to be
deposited in the Bond Fund for the payment of Debt
Service on the Parity Obligations as the same becomes due
and payable;
Second: To the payment of the amounts required to
be deposited in the Reserve Fund to establish and
maintain the Required Reserve in accordance with the
provisions of this Resolution and any Supplemental
Resolution;
Third: To the payment of amounts required to be
deposited in any other fund or account required by any
Supplemental Resolution authorizing the issuance of
Parity Obligations; and
Fourth: To any fund or account held at any place or
places, or to any payee, required by any other resolution
of the Board which authorized the issuance of obligations
or the creation of debt of the Corporation having a lien
on the Pledged Revenues subordinate to the lien created
herein on behalf of the Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund
after satisfying the foregoing payments, or making adequate and
sufficient provision for the payment thereof, may be appropriated
and used for any other lawful purpose now or hereafter permitted by
law.
SECTION 13. Bond Fund. For the purpose of providing funds
to pay the principal of and interest on Parity Obligations, the
Corporation agrees and covenants to maintain a separate and special
account or fund on the books and records of the Corporation known
as the "Allen Community Development Corporation Debt Service
Account" (the "Bond Fund"), and all monies deposited to the credit
of such Fund shall be held in a special banking fund or account
maintained at a Depository of the Corporation. The Corporation
covenants that there shall be deposited into the Bond Fund prior to
each principal and interest payment date from the Pledged Revenues
an amount equal to one hundred per centum (100%) of the interest on
and the principal of the Bonds then falling due and payable, and
such deposits to pay principal and accrued interest on the Bonds
shall be made in substantially equal monthly installments on or
before the 10th day of each month, beginning either (i) on or
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before the 10th day of the month next following the delivery of the
Bonds to the initial purchasers or (ii) the first business day next
following the date Gross Sales Tax Revenues are first received from
the State Comptroller of Public Accounts, whichever date is the
later.
The required deposits to the Bond Fund for the payment of
principal of and interest on the Bonds shall continue to be made as
hereinabove provided until (i) the total amount on deposit in the
Bond Fund and Reserve Fund is equal to the amount required to fully
pay and discharge all Parity Obligations (principal and interest)
then Outstanding or (ii) the Bonds are no longer Outstanding.
SECTION 14. Reserve Fund. The Corporation agrees and
covenants to maintain on the books and records of the Corporation
a separate and special fund or account to be known as the "Reserve
Account" (the "Reserve Fund"), which fund or account shall be a
special banking fund maintained at a Depository. All Pledged
Revenues deposited to the credit of such fund or account shall be
used solely for the payment of the principal of and interest on the
Parity Obligations when (whether at maturity, upon a redemption
date or any interest payment date) other funds available for such
purposes are insufficient, and, in addition, may be used to the
extent not required to maintain the "Required Reserve", to pay, or
provide for the payment of, the final principal amount of a series
of Parity Obligations so that such series of Parity Obligations is
no longer deemed to be "Outstanding" as such term is defined
herein.
The total amount to be accumulated and maintained in the
Reserve Fund by reason of the issuance of the Bonds shall be
$ (the "Required Reserve"). Simultaneously with the
delivery of the Bonds, the Corporation hereby covenants and agrees
the amount of $200,000 (the "Initial Deposit") will be immediately
deposited to the Reserve Fund from the proceeds of sale of the.
Bonds, and the City agrees that beginning on or before the 10th day
of the month next following the month the Bonds are delivered to
the initial purchasers and on or before the 10th day of each
following month until the Required Reserve has been fully
accumulated, there shall be deposited into the Reserve Fund from
the Pledged Revenues an amount equal to at least 1/36th of the
difference between the Required Reserve and the Initial Deposit.
As and when Additional Obligations are delivered or incurred,
the Required Reserve shall be increased, if required, to an amount
equal to the lesser of either (i) the maximum annual Debt Service
(calculated on a Fiscal Year basis) for all Parity obligations then
outstanding (after giving effect to the issuance of the Additional
Obligations), as determined on the date each series of Additional
Obligations are delivered or incurred, as the case may be, or (ii)
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the maximum amount that can be invested without restriction as to
yield in a reasonably required reserve fund pursuant to Subsection
(d) of Section 148 of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder. Any additional
amount required to be accumulated and maintained in the Reserve
Fund by reason of the issuance of Additional Obligations shall be
accumulated by the deposit to the credit of the Reserve Fund of
cash immediately after the delivery of such Additional Obligations.
While the cash and investments in the Reserve Fund total not
less than the Required Reserve, no deposits need be made to the
credit of the Reserve Fund. Should the Reserve Fund at any time
contain less than the Required Reserve, the Corporation covenants
and agrees to cause monthly deposits to be made to the Reserve Fund
on or before the 10th day of each month (beginning the month next
following the month the deficiency in the Required Reserve
occurred by reason of a draw on the Reserve Fund or as a result of
a reduction in the market value of investments held for the account
of the Reserve Fund) from Pledged Revenues in an amount equal to
1/36th of the Required Reserve until the total Required Reserve
then required to be maintained in said Fund has been fully
restored. The Corporation further covenants and agrees that the
Pledged Revenues shall be applied and appropriated and used to
establish and maintain the Required Reserve and to cure any
deficiency in such amounts as required by the terms of this
Resolution and any Supplemental Resolution.
During such time as the Reserve Fund contains the total
Required Reserve, the Corporation may, at its option, withdraw any
amount in the Reserve Fund in excess of the Required Reserve and
deposit such surplus in the Pledged Revenue Fund.
SECTION 15. Deficiencies. If on any occasion there shall not
be sufficient Pledged Revenues to make the required deposits into
the Bond Fund or Reserve Fund, such deficiency shall be cured as.
soon as possible from the next available Pledged Revenues, or from
any other sources available for such purpose.
SECTION 16. Payment of Bonds. While any of the Bonds
are Outstanding, the designated financial officer of the
Corporation shall cause to be transferred to the Paying
Agent/Registrar, from funds on deposit in the Bond Fund, and, if
necessary, in the Reserve Fund, amounts sufficient to fully pay and
discharge promptly as each installment of interest and principal of
the Bonds accrues or matures; such transfer of funds to be made in
such manner as will cause immediately available funds to be
deposited with the Paying Agent/Registrar for the Bonds at the
close of the business day next preceding the date of payment for
the Bonds.
SECTION 17. Investments - Security of Funds. (a) money in any
Fund required to be maintained pursuant to this Resolution may, at
the option of the Corporation, be invested in obligations and in
the manner prescribed by the Public Funds Investment Act (V. T. C. A.,
Government Code, Chapter 2256), including investments held in
book -entry form; provided that all such deposits and investments
shall be made in such a manner that the money required to he
expended from any Fund will be available at the proper time or
times and provided further the maximum stated maturity for any
investment acquired with money deposited to the credit of the
Reserve Fund shall be limited to five (5) years from the date of
the investment of such money. Such investments shall be valued in
terms of current market value within 45 days of the close of each
Fiscal Year and, with respect to investments held for the
account of the Reserve Fund, within 45 days of the date of passage
of each authorizing document of the Board pertaining to the
issuance of Additional Obligations. All interest and income
derived from deposits and investments in the Bond Fund immediately
shall be credited to, and any losses debited to, the appropriate
account of the Bond Fund. All interest and interest income derived
from deposits in and investments of the Reserve Fund shall, subject
to the limitations provided in Section 14 hereof, be credited to
and deposited in the Pledged Revenue Fund. All such investments
shall be sold promptly when necessary to prevent any default in
connection with the Parity Obligations.
(b) That money deposited to the credit of the Pledged Revenue
Fund, Bond Fund and Reserve Fund, to the extent not invested and
not otherwise insured by the Federal Deposit Insurance Corporation
or similar agency, shall be secured by a pledge of direct
obligations of the United States of America, or obligations
unconditionally guaranteed by the United States of America.
SECTION 18. Issuance of Additional Parity Obligations.
Subject to the provisions hereinafter appearing as to conditions -
precedent which must be satisfied, the Corporation reserves the
right to issue, from time to time as needed, Additional Obligations
for any lawful purpose. Such Additional Obligations may be issued
in such form and manner as the Corporation shall determine,
provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the
authorization and issuance of the same are satisfied, to wit:
(1) The Treasurer of the Corporation (or other
officer of the Corporation then having the primary
responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating
that, to the best of his or her knowledge and belief, the
Corporation is not then in default as to any covenant,
a1911a
-23-
obligation or agreement contained in the Resolution or a
Supplemental Resolution.
(2) The Corporation has secured from a certified
public accountant a certificate or opinion to the effect
that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the
Corporation for either (i) the last completed Fiscal Year
next preceding the adoption of the Supplemental
Resolution authorizing the issuance of the proposed
Additional Obligations or (ii) any twelve (12)
consecutive months out of the previous fifteen (15)
months next preceding the adoption of the Supplemental
Resolution authorizing the Additional Obligations were
equal to not less than 1.50 times the Average Annual Debt
Service for all Parity Obligations then Outstanding after
giving effect to the issuance of the Additional
Obligations then being issued. Additionally, for the
purpose of providing this certificate or opinion, if the
Corporation shall not have received Gross Sales Tax
Revenues for a full 12 month period, one-half of the
amount of sales tax revenues actually received by the
City under Chapter 321, TEX.TAX CODE, may be used for the
months during which the Corporation did not receive Gross
Sales Tax Revenues.
(3) The Required Reserve to be accumulated and
maintained in the Reserve Fund is increased to the extent
required by Section 14.
SECTION 19. Refunding Bonds. The Corporation reserves the
right to issue refunding bonds to refund all or any part of the
Parity obligations (pursuant to any law then available) upon such
terms and conditions as the Board may deem to be in the best
interest of the Corporation, and if less than all such Parity.
obligations then outstanding are refunded, the conditions precedent
prescribed (for the issuance of Additional Obligations) set forth
in Section 18 hereof shall be satisfied, and shall give effect to
the refunding.
SECTION 20. Right to create Subordinate Debt. Except as
may be limited by a Supplemental Resolution, the Corporation shall
have the right to issue or create any debt payable from or secured
by a lien on all or any part of the Pledged Revenues for any lawful
purpose without complying with the provisions of Section 18 or 19
hereof, provided the pledge and the lien securing such debt is
subordinate to the pledge and lien established, made and created in
Section 11 of this Resolution with respect to the Pledged Revenues
to the payment and security of the Parity Obligations.
a,aia -24-
SECTION 21. Confirmation and Levy of Sales Tax. (a) The
Board hereby represents the City has duly complied with the
provisions of the Act for the levy of the Sales Tax at the rate
voted at the election held by and within the City on May 4, 1996,
and such Sales Tax is to be imposed within the corporate limits of
the city and the receipts of such Sales Tax are to be remitted to
the city by the Comptroller of Public Accounts on a monthly basis.
(b) While any Bonds are outstanding, the Corporation
covenants, agrees and warrants to take and pursue all action
permissible to cause the Sales Tax, at said rate or at a higher
rate if legally permitted, to be levied and collected continuously,
in the manner and to the maximum extent permitted by law, and to
cause no reduction, abatement or exemption in the Sales Tax or rate
of tax below the rate stated, confirmed and ordered in subsection
(a) of this Section to be ordered or permitted while any Bonds
shall remain outstanding.
(c) If hereafter authorized by law to apply, impose and levy
the Sales Tax on any taxable items or transactions that are not
subject to the Sales Tax on the date of the adoption hereof, to the
extent it legally may do so, the Corporation agrees to use its best
efforts to cause the City to take such action as may be required to
subject such taxable items or transactions to the Sales Tax.
(d) The Corporation agrees to take and pursue all action
legally permissible to cause the Sales Tax to be collected and
remitted and deposited as herein required and as required by
Section 4B of the Act, at the earliest and most frequent times
permitted by law.
(e) The corporation agrees to use its best efforts to cause
the City to comply with Section 4B of the Act and shall cause the
Gross Sales Tax Revenues to be deposited to the credit of the
Pledged Revenue Fund in their entirety immediately upon receipt by.
the City. In the alternative and if legally authorized, the
Corporation shall, by appropriate notice, direction, request or
other legal method, use its good -faith efforts to cause the
comptroller of Public Accounts of the State of Texas (the
"Comptroller-) to pay all Gross Sales Tax Revenues directly to the
Corporation for deposit to the Pledged Revenue Fund.
SECTION 22. Records and Accounts. The Corporation hereby
covenants and agrees that while any of the Bonds are outstanding,
it will keep and maintain complete records and accounts in
accordance with generally accepted accounting principles, and
following the close of each Fiscal Year, it will cause an audit of
such books and accounts to be made by an independent firm of
certified public accountants. Each such audit, in addition to
whatever other matters may be thought proper by the accountant,
shall particularly include the following:
(1) A statement in reasonable detail regarding the
receipt and disbursement of the Pledged Revenues for such
Fiscal Year; and
(2) A balance sheet for the Corporation as of the
and of such Fiscal Year.
Such annual audit of the records and accounts of the
corporation shall be in the form of a report and be accompanied by
an opinion of the accountant to the effect that such examination
was made in accordance with generally accepted auditing standards
and contain a statement to the effect that in the course of making
the examination necessary for the report and opinion, the
accountant obtained no knowledge of any default of the Corporation
on the Bonds or in the fulfillment of any of the terms, covenants
or provisions of this Resolution, or under any other evidence of
indebtedness, or of any event which, with notice or lapse of time,
or both, would constitute a failure of the Corporation to comply
with the provisions of this Resolution or if, in the opinion of the
accountants, any such failure to comply with a covenant or
agreement hereof, a statement as to the nature and status thereof
shall be included.
Copies of each annual audit report shall be furnished upon
written request, to any Holders of any of said Bonds. The audits
herein required shall be made within 120 days following the close
of each Fiscal Year insofar as is possible.
The Holders of any Bonds or any duly authorized agent or
agents of such Holders shall have the right to inspect such
records, accounts and data of the Corporation during regular
business hours.
SECTION 23. Representations as to security for the Bonds.
(a) The Corporation represents and warrants that, except for the
Parity obligations, the Pledged Revenues are and will be and remain
free and clear of any pledge, lien, charge or encumbrance thereon
or with respect thereto prior to, or of equal rank with, the pledge
and lien created in or authorized by this Resolution except as
expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and
will be the valid and legally enforceable obligations of the
corporation in accordance with their terms and the terms of this
Resolution, subject only to any applicable bankruptcy or insolvency
laws or to any laws affecting creditors rights generally.
1 a.s -26-
(c) The Corporation shall at all times, to the extent
permitted by law, defend, preserve and protect the pledge of the
Pledged Revenues and all the rights of the Holders against all
claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to
cause the City to take, all steps reasonably necessary and
appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against
the Pledged Revenues, as herein set forth, are established and
shall be for the equal benefit, protection and security of the
owners and holders of Parity Obligations without distinction as to
priority and rights under this Resolution.
(f) The Parity Obligations shall constitute special
obligations of the corporation, payable solely from, and equally
and ratably secured by a parity pledge of and lien on, the Pledged
Revenues, and not from any other revenues, properties or income of
the Corporation. The Bonds may not be paid in whole or in part
from any property taxes raised or to be raised by the City and
shall not constitute debts or obligations of the state or of the
City, and the Holders, shall never have the right to demand payment
out of any funds raised or to be raised by any system of ad valorem
taxation.
SECTION 24. satisfaction of Obligation of Corporation. If
the Corporation shall pay or cause to be paid, or there shall
otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner
stipulated in this Resolution, then the pledge of the Pledged
Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been
paid within the meaning and with the effect expressed above in this
Section when (i) money sufficient to pay in full such Bonds at
maturity or to the redemption date therefor, together with all
interest due thereon, shall have been irrevocably deposited with
and held in trust by the Paying Agent/Registrar, or an authorized
escrow agent, or (ii) Government obligations shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or
an authorized escrow agent, which Government Obligations have been
certified by an independent accounting firm to mature as to
principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money,
together with any moneys deposited therewith, if any, to pay when
due the Bonds on the Stated Maturities thereof or (if notice of
.Ml. -27-
redemption has been duly given or waived or if irrevocable
arrangements therefor accepted to the Paying Agent/Registrar have
been made) the redemption date thereof. The Corporation covenants
that no deposit of moneys or Government obligations will be made
under this Section and no use made of any such deposit which would
cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or
an authorized escrow agent, and all income from Government
Obligations held in trust by the Paying Agent/ Registrar, or an
authorized escrow agent, pursuant to this Section in excess of the
amount required for the payment of the Bonds shall be remitted to
the Corporation or deposited as directed by the Corporation.
Furthermore, any money held by the Paying Agent/Registrar for the
payment of the principal of and interest on the Bonds and remaining
unclaimed for a period of four (4) years after the Stated Maturity,
or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of
the Corporation, be remitted to the Corporation against a written
receipt therefor. Notwithstanding the above and foregoing, any
remittance of funds from the Paying Agent/Registrar to the
Corporation shall be subject to any applicable unclaimed property
laws of the State of Texas.
SECTION 25. Resolution a Contract - Amendments. This
Resolution shall constitute a contract with the Holders from time
to time, be binding on the Corporation, and shall not be amended or
repealed by the Corporation while any Bond remains Outstanding
except as permitted in this Section. The Corporation, may, without
the consent of or notice to any Holders, from time to time and at
any time, amend this Resolution in any manner not detrimental to
the interests of the Holders, including the curing of any
ambiguity, inconsistency, or formal defect or omission herein. in -
addition, the Corporation may, with the written consent from the
owners holding a majority in aggregate principal amount of the
Parity obligations then Outstanding affected thereby, amend, add
to, or rescind any of the provisions of this Resolution; provided
that, without the written consent of all Holders of Outstanding
Bonds effected, no such amendment, addition, or rescission shall
(1) extend the time or times of payment of the principal of,
premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of
interest thereon, or in any other way modify the terms of payment
of the principal of, premium, if any, or interest on the Bonds,
(2) give any preference to any Bond over any other Bond, or
(3) reduce the aggregate principal amount of Bonds or Parity
Obligations, as the case may be, required to be held for consent to
any such amendment, addition, or rescission.
.1NIS -28-
SECTION 26. Mutilated - Destrovgd - Lost and Stolen Bonds.
In case any Bond shall be mutilated, or destroyed, lost or stolen,
the Paying Agent/Registrar may execute and deliver a replacement
Bond of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Bond, or in lieu of and in
substitution for such destroyed, lost or stolen Bond, only upon the
approval of the Corporation and after (i) the filing by the Holder
thereof with the Paying Agent/Registrar of evidence satisfactory to
the Paying Agent/Registrar of the destruction, loss or theft of
such Bond, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the Corporation
and the Paying Agent/Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution
and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any
mutilated, destroyed, lost, or stolen Bond shall constitute a
replacement of the prior obligation of the Corporation, whether or
not the mutilated, destroyed, lost, or stolen Bond shall be at any
time enforceable by anyone, and shall be entitled to all the
benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 27. Covenants Regarding Tax Exempt Status.
(a) Definitions. When used in this Section 27, the following
terms have the following meanings:
-dosing Date" means the date on which the Bonds are
first authenticated and delivered to the initial
purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1956, as
amended by all legislation, if any, effective on or
before the Closing Date.
"Computation Date" has the meaning set forth in
Section 1.149-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in
Section 1.148-1(b) of the Regulations, and any
replacement proceeds as defined in Section 1.148-1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section
1.148-1(b) of the Regulations.
a,wv
-29-
"Nonpurpose Investment" means any investment
property, as defined in section 148(b) of the Code, in
which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of
the Bonds.
-Rebate Amount" has the meaning set forth in Section
1.148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or
final Income Tax Regulations issued pursuant to Sections
103 and 141 through 150 of the Code, and 103 of the
Internal Revenue Code of 1954, which are applicable to
the Bonds. Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary
or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set
forth in Section 1.148-5 of the Regulations and (2) the
Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to Cause Interest to Become Taxable. The Corporation
shall not use, permit the use of, or omit to use Gross Proceeds or
any other amounts (or any property the acquisition, construction or
improvement of which is to be financed directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively,
would cause the interest on any Bond to become includable in the
gross income, as defined in section 61 of the Code, of the owner
thereof for federal income tax purposes. Without limiting the
generality of the foregoing, unless and until the Corporation
receives a written opinion of counsel nationally recognized in the
field of municipal bond law to the effect that failure to comply
with such covenant will not adversely affect the exemption from -
federal income tax of the interest on any Bond, the Corporation
shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. The Bonds are being
issued to finance the costs of the Project for and on behalf of the
City, a political subdivision of the State of Texas and, in
connection therewith, the City and the Corporation will execute an
agreement relating to the ownership, operation and maintenance of
the Project while the Bonds are outstanding and unpaid, which
agreement provides that, except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the Project shall
at all times prior to the last Stated Maturity of Bonds:
(1) be exclusively owned, operated and maintained
by the city, and prohibits the City from using or
aman -30-
permitting the use of such Gross Proceeds or any property
acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or
entity other than a state or local government, unless
such use is solely as a member of the general public; and
(2) prohibits the City from directly or indirectly
imposing or accepting any charge or other payment for use
of Gross Proceeds of the Bonds or for any property the
acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with
such Gross Proceeds, other than taxes of general
application within the City or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the Regulations and rulings thereunder,
the Corporation shall not use Gross Proceeds of the Bonds to make
or finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant, such
Gross Proceeds are considered to be "loaned" to a person or entity
if: (1) property acquired, constructed or improved with such Gross
Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes;
(2) capacity in or service from such property is committed to such
person or entity under a take -or -pay, output or similar contract or
arrangement; or (3) indirect benefits, or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of a
loan.
(e) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the Regulations and -
rulings thereunder, the Corporation shall not at any time prior to
the final Stated Maturity of the Bonds directly or indirectly
invest Gross Proceeds in any Investment (or use Gross Proceeds to
replace money so invested), if as a result of such investment the
Yield from the Closing Date of all Investments acquired with Gross
Proceeds (or with money replaced thereby), whether then held or
previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted
by section 149(b) of the Code and the Regulations and rulings
thereunder, the Corporation shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed
within the meaning of section 149(b) of the Code and the
Regulations and rulings thereunder.
1 aiwie 31-
(g) Information Report, The Corporation shall timely file
the information required by section 149(e) of the Code with the
Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent
otherwise provided in section 148(f) of the Code and the
Regulations and rulings thereunder:
(1) The Corporation and the City shall account for
all Gross Proceeds (including all receipts, expenditures
and investments thereof) on its books of account
separately and apart from all other funds (and receipts,
expenditures and investments thereof) and shall retain
all records of accounting for at least six years after
the day on which the last Outstanding Bond is discharged.
However, to the extent permitted by law, the Corporation
may commingle Gross Proceeds of the Bonds with other
money of the Corporation, provided that the Corporation
separately accounts for each receipt and expenditure of
Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date,
the Corporation shall calculate the Rebate Amount in
accordance with rules set forth in section 148(f) of the
1 Code and the Regulations and rulings thereunder. The
Corporation shall maintain such calculations with its
official transcript of proceedings relating to the
issuance of the Bonds until six years after the final
Computation Date.
(3) As additional consideration for the purchase of
the Bonds by the Purchasers and the loan of the money
represented thereby and in order to induce such purchase
by measures designed to insure the excludability of the
interest thereon from the gross income of the owners
thereof for federal income tax purposes, the Corporation
shall pay to the United States out of the Bond Fund or
its general fund, as permitted by applicable Texas
statute, regulation or opinion of the Attorney General of
the State of Texas, the amount that when added to the
future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date
as defined in Section 1.148-3(e)(2) of the Regulations,
one hundred percent (100%) of the Rebate Amount on such
date; and (ii) in the case of any other Computation Date,
ninety percent (90%) of the Rebate Amount on such date.
In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the
manner as is or may be required by section 148(f) of the
w,wts -32-
Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms
and information as is or may be required by Section
148(f) of the Code and the Regulations and rulings
thereunder.
(4) The Corporation shall exercise reasonable
diligence to assure that no errors are made in the
calculations and payments required by paragraphs (2) and
(3), and if an error is made, to discover and promptly
correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including
payment to the United States of any additional Rebate
Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent
permitted by section 148 of the Code and the Regulations and
rulings thereunder, the Corporation shall not, at any time prior to
the earlier of the Stated Maturity or final payment of the Bonds,
enter into any transaction that reduces the amount required to be
paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a
larger loss than would have resulted if the transaction had been at
arm's length and had the Yield of the Bonds not been relevant to
either party.
(j) Elections. The Corporation hereby directs and authorizes
the Chairperson, Vice Chairperson or Secretary of the Board of
Directors of the Corporation, individually or jointly, to make
elections permitted or required pursuant to the provisions of the
Code or the Regulations, as they deem necessary or appropriate in
connection with the Bonds, in the Certificate as to Tax Exemption
or similar or other appropriate certificate, form or document.
SECTION 28. Notices to Holders - Waiver. Wherever this
Resolution provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class
postage prepaid, to the address of each Holder as it appears in the
Security Register.
In any case where notice to Holders is given by mail, neither
the failure to mail such notice to any particular Holders, nor any
defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds. Where this Resolution
provides for notice in any manner, such notice may be waived in
writing by the Holder entitled to receive such notice,
either before or after the event with respect to which such notice
"Mw s -33-
is given, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Paying
Agent/ Registrar, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.
SECTION 29. Cancellation. All Bonds surrendered for payment,
redemption, transfer or exchange, if surrendered to the Paying
Agent/ Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly
canceled by the Paying Agent/Registrar. The Corporation may at any
time deliver to the Paying Agent/Registrar for cancellation any
Bonds previously certified or registered and delivered which the
Corporation may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying
Agent/Registrar shall be destroyed as directed by the Corporation.
SECTION 30. Sale of Bonds. Pursuant to a public sale for
the Bonds, the bid submitted by
(herein referred to as the
"Purchasers") is declared to be the best bid received producing
the lowest net effective interest rate to the Corporation, and the
sale of the Bonds to said Purchasers at the price of par and
accrued interest to the date of delivery, plus a premium of
$ is hereby approved and confirmed. Delivery of the
Bonds to the Purchasers shall occur as soon as possible upon
payment being made therefor in accordance with the terms of sale.
SECTION 31. Approval and Execution of Financing/Use
Agreement with the City. The "Financing/Use Agreement" (the
"Agreement") by and between the Corporation and the City, attached
hereto as Exhibit B and incorporated herein by reference as a part
of this Resolution for all purposes, is hereby approved as to form
and content, and such Agreement in substantially the form and -
substance attached hereto, together with such changes or revisions
as may be necessary to accomplish the financing or benefit the
corporation, is hereby authorized to be executed by the Chairperson
and Secretary of the Board of Directors of the Corporation and as
the act and deed of this Board; and such Agreement as executed by
said officials shall be deemed approved by the Board and constitute
the Agreement herein approved.
SECTION 32. Official Statement. The Official Statement,
together with all amendments and supplements thereto issued on
behalf of the Corporation, prepared in the initial offering and
sale of the Bonds by the Corporation is hereby approved as to form
and content and the Board of Directors hereby finds that the
information and data contained in said Official Statement
pertaining
to the
Corporation
and its
financial
affairs
is true
and
aiw,e
-34-
correct in all material respects and no material facts have been
omitted therefrom which are necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The use of such Official Statement in the
reoffering of the Bonds by the Purchasers is hereby approved and
authorized.
SECTION 33. Proceeds of Sale. The proceeds of sale of the
Bonds, excluding the accrued interest and premium, if any, received
from the Purchasers, amounts to be used to pay the municipal bond
insurance premium and the amount being deposited to the Reserve
Fund, shall be deposited in a construction fund in accordance with
the Agreement. Pending expenditure for the Projects, such proceeds
of sale may be invested in authorized investments and any
investment earnings realized shall be expended for the Projects or
deposited in the Bond Fund. All surplus proceeds of sale of the
Bonds, including investment earnings, remaining after completion of
the Projects, together with the accrued interest and premium, if
any, received from the Purchasers, shall be deposited to the credit
of the Bond Fund.
SECTION 34. Legal Opinion. The obligation of the
Purchasers to accept delivery of the Bonds is subject to being
furnished a final opinion of Fulbright 6 Jaworski L.L.P.,
Attorneys, Dallas, Texas, approving such Bonds as to their
validity, said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on
the definitive Bonds or an executed counterpart thereof shall
accompany the global Bonds deposited with the Depository Trust
Company.
SECTION 35. CUSIP Numbers. CUSIP numbers may be printed or
typed on the definitive Bonds. It is expressly provided, however,
that the presence or absence of CUSIP numbers on the definitive
Bonds shall be of no significance or effect as regards the legality
thereof and neither the Corporation nor attorneys approving said
Bonds as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Bonds.
SECTION 36. Control and Custody of Bonds. The Chairperson
of the Board shall be and is hereby authorized to take and have
charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas, and shall take and have
charge and control of the Initial Bond(s) pending the approval
thereof by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
ta wu -35-
Furthermore, the Chairperson, Vice Chairperson and Secretary
of the Board of Directors of the Corporation, individually, jointly
or collectively, are hereby authorized and directed to furnish and
execute such documents and certifications relating to the
Corporation and the issuance of the Bonds, as may be necessary for
the approval of the Attorney General, registration by the
Comptroller of Public Accounts and delivery of the Bonds to the
initial purchasers and, together with the Corporation's financial
advisor, general counsel, bond counsel and the Paying
Agent/Registrar, make the necessary arrangements for the delivery
of the Initial Bond(s) to the Purchasers and the initial exchange
thereof for definitive Bonds.
SECTION 37. Benefits of Resolution. Nothing in this
Resolution, expressed or implied, is intended or shall be construed
to confer upon any person other than the Corporation, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal
or equitable, under or by reason of this Resolution or any
provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the
Corporation, the Paying Agent/Registrar and the Holders.
SECTION 38. Inconsistent Provisions. All orders or
resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Resolution are hereby
repealed to the extent of such conflict and the provisions of this
Resolution shall be and remain controlling as to the matters
contained herein.
SECTION 39. Governing Law. This Resolution shall be
construed and enforced in accordance with the laws of the State of
Texas and the United States of America.
SECTION 40. Severability. If any provision of this
Resolution or the application thereof to any circumstance shall be-
held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be
valid, and the Board hereby declares that this Resolution would
have been enacted without such invalid provision.
SECTION 41. Construction of Terms. If appropriate in the
context of this Resolution, words of the singular number shall be
considered to include the plural, words of the plural number shall
be considered to include the singular, and words of the masculine,
feminine or neuter gender shall be considered to include the other
genders.
SECTION 42. Continuing Disclosure Undertaking. (a)
Definitions. As used in this Section, the following terms have the
meanings ascribed to such terms below:
a e u
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"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has
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.
"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 staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The Corporation shall provide annually
to any SID, within six months after the end of each fiscal year
(beginning with the fiscal year ending September 30, 1997)
financial information and operating data with respect to the
Corporation of the general type included in the final official
Statement approved by Section 32 of this Resolution, being the
information described in Ezhibit C hereto. Financial statements to
be provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit C hereto and (2) audited, if the
Corporation commissions an audit of such statements and the audit
is completed within the period during which they must be provided.
If audited financial statements are not available at the time the
financial information and operating data must be provided, then the
Corporation shall provide unaudited financial statements for the
applicable fiscal year to any SID with the financial information
and operating data and will file the annual audit report when and
if the same becomes available.
If the Corporation changes its fiscal year, it will notify any
SID of the change (and of the date of the new fiscal year end)
prior to the next date by which the Corporation otherwise would be
required to provide financial information and operating data
pursuant to this Section.
The financial information and operating data to be provided
pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document
(including an official statement or other offering document, if it
is available from the MSRB) that theretofore has been provided to
any SID or filed with the SEC.
(c) Material Event Notices. The Corporation shall notify any
1 SID and either each NRMSIR or the MSRB, in a timely manner, of any
aMu -37-
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 Corporation shall notify any SID, in a timely manner, of
any failure by the Corporation to provide financial information or
operating data in accordance with subsection (b) of this Section by
the time required by such Section.
(d) Limitations, Disclaimers, and Amendments. The
Corporation shall be obligated to observe and perform the covenants
specified in this Section while, but only while, the Corporation
remains an "obligated person" with respect to the Bonds within the
meaning of the Rule, except that the Corporation in any event will
give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the Corporation to be no longer such an
"obligated person."
The provisions of this Section are for the sole benefit of the -
Holders and beneficial owners of the Bonds, and nothing in this
Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person.
The Corporation undertakes to provide only the financial
information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section
and does not hereby undertake to provide any other information that
may be relevant or material to a complete presentation of the
Corporation'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 Corporation does not make any representation or warranty
concerning such information or its usefulness to a decision to
invest in or sell Bonds at any future date.
aisue
-38-
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IM THIS SECTION, BUT EVERY --
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Corporation in observing or performing its
obligations under this Section shall constitute a breach of or
default under this Resolution for purposes of any other provision
of this Resolution.
Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the Corporation under
federal and state securities laws.
The provisions of this Section may be amended by the
Corporation from time to time to adapt to changed circumstances
resulting from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of
the Corporation, but only if (1) the provisions of this Section, as
so amended, would have permitted an underwriter to purchase or sell
Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the
Rule to the date of such amendment, as well as such changed
circumstances, and (2) either (a) the Holders of a majority in
aggregate principal amount (or any greater amount required by any
other provision of this Resolution that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or
(b) a Person that is unaffiliated with the Corporation (such as
nationally recognized bond counsel) determines that such amendment
will not materially impair the interests of the Holders and
beneficial owners of the Bonds. The provisions of this Section may-
also
ayalso be amended from time to time or repealed by the Corporation if
the SEC amends or repeals the applicable provisions of the Rule or
a court of final jurisdiction determines that such provisions are
invalid, but only if and to the extent that reservation of the
Corporation's right to do so would not prevent underwriters of the
initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such offering. If the Corporation so amends the
provisions of this Section, it shall include with any amended
financial information or operating data filed with each NRMSIR and
SID pursuant to subsection (b) of this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact
of any change in the type of financial information or operating
data so provided.
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L �!
SECTION 43. Public Meeting. It is officially found,
determined, and declared that the meeting at which this Resolution
is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered
at such meeting, including this Resolution, was given, all as
required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 44. Effective Date. This Resolution shall be in
force and effect from and after its passage on the date shown
below.
PASSED AND ADOPTED, this July 21, 1997.
ALLEN COMMUNITY DEVELOPMENT CORPORATION
//'//z'z � x A -v'
Chairp son, Board of Directors
ATTEST:
(Corporation Seal)
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EXHIBIT q
PAYING AGENT/REGISTRAR AGREEMENT
tTHIS AGREEMENT entered into as of July 21, 1997 (this
"Agreement"), by and between the Allen Community Development
Corporation (the "Issuer"), and Texas Commerce Bank National
Association, Dallas, Texas, a banking association duly organized
and existing under the laws of the United States of America, (the
"Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
issuance of its "Allen Community Development Corporation Sales Tax
Revenue Bonds, Series 1997" (the "Securities") in the aggregate
principal amount of $5,350,000, which Securities are scheduled to
be delivered to the initial purchasers on or about August 19,
1997; and
WHEREAS, the Issuer has selected the Bank to serve as Paying
Agent/Registrar in connection with the payment of the principal
of, premium, if any, and interest on said Securities and with
respect to the registration, transfer and exchange thereof by the
registered owners thereof; and
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the
Bank to serve as Paying Agent with respect to the Securities, and,
as Paying Agent for the Securities, the Bank shall be responsible
for paying on behalf of the Issuer the principal, premium (if
any), and interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance with
this Agreement and the "Bond Resolution" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to
the Securities and, as Registrar for the Securities, the Bank
shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
a"wv
WHEREAS, the Bank has agreed to
serve in such capacities for
and on behalf of the
perform and serve as
Issuer and has full power and authority to
Paying Agent/Registrar for the Securities;
NOW, THEREFORE,
it is mutually
agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the
Bank to serve as Paying Agent with respect to the Securities, and,
as Paying Agent for the Securities, the Bank shall be responsible
for paying on behalf of the Issuer the principal, premium (if
any), and interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance with
this Agreement and the "Bond Resolution" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to
the Securities and, as Registrar for the Securities, the Bank
shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
a"wv
Section 1. 02. Compensation. As compensation for the Bank's
services as Paying Agent/Registrar, the Issuer hereby agrees to
pay the Bank the fees and amounts set forth in Annex A attached
hereto for the first year of this Agreement and thereafter the
fees and amounts set forth in the Bank's current fee schedule then- ---
in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before
90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer agrees to reimburse the Bank upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the
expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Security means the date on
and after which the principal or any or all installments of
interest, or both, are due and payable on any Security which
has become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal office of the Bank as
indicated on page 11 hereof. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the Secretary
or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
ending September 30th.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Chairperson, Vice Chairperson or Secretary, any one or more
of said officials, and delivered to the Bank.
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EXHIB11 A
"Legal Holiday" means a day on which the Bank is
1 required or authorized to be closed.
"Person" means any individual, corporation, partnership,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
political subdivision of a government.
"Predecessor Securities" of any particular Security
means every previous Security evidencing all or a portion of
the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any
mutilated, lost, destroyed, or stolen Security for which a
replacement Security has been registered and delivered in
lieu thereof pursuant to Section 4.06 hereof and the
Resolution).
"Redemption Date" when used with respect to any Security
to be redeemed means the date fixed for such redemption
pursuant to the terms of the Bond Resolution.
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
"Stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and payable.
Section 2.02. Other Definitions. The terms "Bank,"
"Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
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EXHIBIT A
"Responsible Officer" when used with respect to the Bank
means the chairman or Vice -Chairman of the Board of
Directors, the Chairman or Vice -Chairman of the Executive
Committee of the Board of Directors, the President, any Vice
President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust
officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
"Stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and payable.
Section 2.02. Other Definitions. The terms "Bank,"
"Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
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EXHIBIT A
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paving Agent. As Paying Agent, the
Bank shall, provided adequate collected -funds-have-been provided
to it for such purpose by or on behalf of the Issuer, pay on
behalf of the Issuer the principal of each Security at its Stated
Maturity, Redemption Date, or Acceleration Date, to the Holder
upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid
each Holder and making payment thereof to the Holders of the
Securities (or their Predecessor Securities) on the Record Date.
All payments of principal and/or interest on the Securities to the
registered owners shall be accomplished (1) by the issuance of
checks, payable to the registered owners, drawn on the fiduciary
account provided in Section 5.05 hereof, sent by United States
mail, first class, postage prepaid, to the address appearing on
the Security Register or (2) by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk
and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs
the Bank to pay the principal of and interest on the Securities at
the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names
and addresses of the Holders of the Securities, the transfer,
exchange and replacement of the Securities and the payment of the
principal of and interest on the Securities to the Holders and
containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the
Issuer and Bank may prescribe. All transfers, exchanges and
replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of
transfer, the signature on which has been guaranteed by an officer
of a federal or state bank or a member of the National Association
of Securities Dealers, in form satisfactory to the Bank, duly
i
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EXHIBIT A
executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels
necessary to effect a re -registration, transfer or exchange of the
Securities.
To the extent possible and under reasonable circumstances,
the Bank agrees that, in relation to an exchange or transfer of
Securities, the exchange or transfer by the Holders thereof will
be completed and new Securities delivered to the Holder or the
assignee of the Holder in not more than three (3) business days
after the receipt of the Securities to be cancelled in an exchange
or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized
agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an
adequate inventory of printed Securities to facilitate transfers
or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use
and reasonable care will be exercised by the Bank in maintaining
such Securities in safekeeping, which shall be not less than the
care maintained by the Bank for debt securities of other
governments or corporations for which it serves as registrar, or
that is maintained for its own securities.
Section 4.03. Form of Security Register. The Bank, as
Registrar, will maintain the Security Register relating to the
registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the
time.
The Security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
Section 4.04. List of security Holders. The Bank will
provide the Issuer at any time requested by the Issuer, upon
payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the
information contained in the Security Register at any time the
Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
owmn
EXHIBIT A
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the written
request of, an authorized officer or employee of the Issuer,
except upon receipt of a court order or as otherwise required by
law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will
notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security
Register.
Section 4.05. Return of Cancelled Certificates. The Bank
will, at such reasonable intervals as it determines, surrender to
the Issuer, Securities in lieu of which or in exchange for which
other Securities have been issued, or which have been paid.
Section 4.06. Mutilated Destroyed Lost or Stolen Securi-
ties. The Issuer hereby instructs the Bank, subject to the
provisions of Section 26 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does not
result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost
or stolen, the Bank may execute and deliver a replacement Security
of like form and tenor, and in the same denomination and bearing
a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in
El substitution for such destroyed lost or stolen Security, only upon
the approval of the Issuer and after (i) the filing by the Holder
thereof with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing to
the Bank of indemnification in an amount satisfactory to hold the
Issuer and the Bank harmless. All expenses and charges associated
with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of
the security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank
will, within a reasonable time after receipt of written request
from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has
delivered upon the transfer or exchange of any Securities pursuant
to Section 4.01, and Securities it has delivered in exchange for
or in lieu of mutilated, destroyed, lost, or stolen Securities
pursuant to Section 4.06.
EXHIBIT A
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to
perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
Section 5.02. Reliance on Documents Etc (a) The Bank
may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment
made in good faith by a Responsible officer, unless it shall be
proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank
to expend or risk its own funds or otherwise incur any financial
liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine
the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be
signed by the Holder or an agent of the Holder. The Bank shall
not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full and
complete authorization and protection with respect to any action
taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through
agents or attorneys of the Bank.
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EXHIM A
Section 5.03. Recitals of Issuer. The recitals contained
herein with respect to the Issuer and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its
individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/ Registrar, or
any other agent.
Section 5.05. Moneys Held by Bank - Fiduciary Account/
Collateralization. A fiduciary account shall at all times be kept
and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the
payment of the Securities, and money deposited to the credit of
such account until paid to the Holders of the Securities shall be
continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas
and the laws of the United States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such fiduciary account shall be made by check
j drawn on such fiduciary account unless the owner of such
Securities shall, at its own expense and risk, request such other
medium of payment.
The Bank shall be under no liability for interest on any
money received by it hereunder.
Subject to the applicable unclaimed property laws of the
state of Texas, any money deposited with the Bank for the payment
of the principal, premium (if any), or interest on any Security
and remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Holder of such Security shall thereafter look
only to the issuer for payment thereof, and all liability of the
Bank with respect to such moneys shall thereupon cease.
Section 5.06. Indemnification. To the extent permitted by
law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with its acceptance or administration of its duties
hereunder, including the cost and expense against any claim or
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EXHIBIT A
liability in connection with the exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree
that the Bank may seek adjudication of any adverse claim, -demand,
or controversy over its person as well as funds on deposit, in
either a Federal or State District Court located in the State and
County where either the Bank Office or the administrative offices
of the Issuer is located, and agree that service of process by
certified or registered mail, return receipt requested, to the
address referred to in section 6.03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of Interpleader
in any court of competent jurisdiction to determine the rights of
any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and
warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the
Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements", effective
December 12, 1994, which establishes requirements for securities
to be eligible for such type depository trust services, including,
but not limited to, requirements for the timeliness of payments
and funds availability, transfer turnaround time, and notification
14 of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement maybe amended only
by an agreement in writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be
assigned by either party without the prior written consent of the
other.
Section 6.03. Notices. Any request, demand, authorization,
direction, notice, consent, waiver, or other document provided or
permitted hereby to be given or furnished to the Issuer or the
Bank shall be mailed or delivered to the Issuer or the Bank,
respectively, at the addresses shown on page 11.
Section 6.04. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
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EXHIwT Q
Section 6.05. Successors and Assigns. All covenants and
agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
Section 6.06. Severabilitv. in case any provision herein
shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond
Resolution constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and
if any conflict exists between this Agreement and the Bond
Resolution, the Bond Resolution shall govern.
Section 6.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same
Agreement.
Section 6.10. Termination. This Agreement will terminate
(i) on the date of final payment of the principal of and interest
on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice;
provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice given to the Holders of the
securities of the appointment of a successor Paying
Agent/ Registrar. Furthermore, the Bank and Issuer mutually agree
that the effective date of an early termination of this Agreement
shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees
to promptly transfer and deliver the Security Register (or a copy
thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
1 -10-
oumav
EXHIBIT Q
Section 6.11. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
(SEAL)
Attest:
Title:
(CORPORATION SEAL)
Attest:
� k�-, A� cu L1117
Secretary
Board of Directors
BY
Title:
Mailing Address:
Corporate Trust Department
P. O. Box 660197
Dallas, Texas 75266-0197
Delivery Address -
Corporate Trust Department
2200 Ross Avenue, 5th Floor
Dallas, Texas 75201
ALLEN COMMUNITY DEVELOPMENT
CORPORATION
I
chairperson
Board of Directors
Address: One Butler circle
Allen, Texas 75013
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EXHIBIT A
FINANCING/USE AGREEMENT
This Financing/Use Agreement (this "Agreement') is made to be
effective as of the 21st day of July, 1997, by and between the City
of Allen, Texas, a duly incorporated and existing municipal
corporation and political subdivision of the State of Texas (the
"City") and the Allen Community Development Corporation, a non-
profit industrial development corporation organized and existing
under the laws of the state of Texas, including Vernon's Ann. Civ.
St., Section 4B of Article 5190.6, (the "Corporation")
R E C I T A L S
WHEREAS, the Corporation on behalf of the City is to finance
the construction of athletic facilities, including, but not limited
to athletic and concession facilities in Allen Station Park,
together with related streets, parking and utilities (the
"Projects"); and
WHEREAS, such financing contemplates the issuance and sale of
the corporation's tax exempt bonds in the principal amount of
$5,350,000, and the proceeds of sale are to be used by the City to
design and construct the Projects; and
WHEREAS, the City will have full responsibility for the
design, construction and operation of the Projects and the
Corporation's only undertaking with respect to the Projects
pertains to financing a portion of the costs of constructing and
equipping the same and paying a portion of its maintenance and
operating costs as permitted by law;
A G R E E M E N T
1. Financing of Pro ect: For and in consideration of the
City's covenants and agreements herein contained and subject to the
terms contained herein, the Corporation hereby agrees to issue and
sale a series of obligations to be known as "Allen Community
Development Corporation Sales Tax Revenue Bonds, Series 1997"
hereinafter called the "Bonds", and deposit the proceeds of sale of
the Bonds (less amounts to pay costs of issuance due at closing) to
a construction fund or account to be designated by the City and the
City hereby agrees and covenants that all proceeds of sale
deposited to the credit of such construction account shall be used
solely to pay the costs of the Projects.
I
i
2. Use of Project. Until all the Bonds have been fully paid,
discharged and retired, the upkeep and maintenance of the Projects
will be the responsibility of the City, and except to provide funds
budgeted by the Corporation for the payment of its maintenance and
operating costs while the Projects are owned and ,maintained by the
City, the Corporation shall have no responsibility with respect to
the operation, upkeep and maintenance of the Projects.
3. Recognition of Tax Exempt Financing. The city hereby
acknowledges and recognizes that the Bonds are being issued as
"state or local bonds" under and pursuant to section 103(a) of the
Internal Revenue Code of 1486, as amended, and the City hereby
covenants and agrees with respect to the use of proceeds of sale of
the Bonds and the use of the Projects as follows:
(a) Definitions. When used in this Section, the following
terms have the following meanings:
"Closing Date" means the date on which the Bonds are
first authenticated and delivered to the initial
purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1486, as
amended by all legislation, if any, effective on or
before the Closing Date.
"Computation Date" has the meaning set forth in
Section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in
Section 1.148-1(b) of the Regulations, and any
replacement proceeds as defined in Section 1.148-1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section
1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment
property, as defined in section 148(b) of the Code, in
which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of
the Bonds.
"Rebate Amount" has the meaning set forth in Section
1.148-1(b) of the Regulations.
EXHIBIT a
"Regulations" means any proposed, temporary, or
final Income Tax Regulations issued pursuant to Sections
a 103 and 141 through 150 of the Code, and 103 of the
Internal Revenue Code of 1954, which are applicable to
the Bonds. Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary
or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set
forth in Section 1.148-5 of the Regulations and (2) the
Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to cause Interest to Become Taxable. The City shall
not use, permit the use of, or omit to use Gross Proceeds or any
other amounts (or any property the acquisition, construction or
improvement of which is to be financed directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively,
would cause the interest on any Bond to become includable in the
gross income, as defined in section 61 of the Code, of the owner
thereof for federal income tax purposes. Without limiting the
generality of the foregoing, unless and until the city receives a
written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such
covenant will not adversely affect the exemption from federal
income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted
by section 141 of the Code and the Regulations and rulings
thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
�o
(1) exclusively own, operate and possess all
property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use
or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those
applicable to the general public) or any property
acquired, constructed or improved with such Gross
Proceeds in any activity carried on by any person or
entity (including the United States or any agency,
department and instrumentality thereof) other than a
state or local government, unless such use is solely as
a member of the general public; and
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(2) not directly or indirectly impose or accept any
charge or other payment by any person or entity who is
treated as using Gross Proceeds of the Bonds or any
a property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with such Gross Proceeds, other than taxes of
general application within the city or interest earned on
investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the Regulations and rulings thereunder,
the City shall not use Gross Proceeds of the Bonds to make or
finance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, such Gross
Proceeds are considered to be "loaned" to a person or entity if:
(1) property acquired, constructed or improved with such Gross
Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes;
(2) capacity in or service from such property is committed to such
person or entity under a take -or -pay, output or similar contract or
arrangement; or (9) indirect benefits, or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise
transferred in a transaction which is the economic equivalent of a
loan.
(e) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the Regulations and
rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest
Gross Proceeds in any Investment (or use Gross Proceeds to replace
money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross
Proceeds (or with money replaced thereby), whether then held or -
previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted
by section 149(b) of the Code and the Regulations and rulings
thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the
meaning of section 149(b) of the Code and the Regulations and
rulings thereunder.
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EXHIBIT $
(g) ,Payment of Rebatable Arbitrage. Except to the extent
otherwise provided in section 148(f) of the Code and the
Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds
(including all receipts, expenditures and investments
thereof) on its books of account separately and apart
from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of
accounting for at least six years after the day on which
the last Outstanding Bond is discharged. However, to the
extent permitted by law, the City may commingle Gross
Proceeds of the Bonds with other money of the City,
provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date,
the City shall calculate the Rebate Amount in accordance
with rules set forth in section 148(f) of the Code and
the Regulations and rulings thereunder. The City shall
maintain such calculations with its official transcript
of proceedings relating to the issuance of the Bonds
until six years after the final Computation Date.
(3) As additional consideration for the purchase of
the Bonds by the Purchasers and the use of the money
1 represented thereby and in order to induce such purchase
by measures designed to insure the excludability of the
interest thereon from the gross income of the owners
thereof for federal income tax purposes, the City shall
remit to the Corporation for payment to the United States
the amount described in paragraph (g)(2) above and the
amount described in paragraph (g)(4) below, at the times,
in the manner and accompanied by such forms or other
information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
'i
(4) The City shall exercise reasonable diligence to
assure that no errors are made in the calculations and
payments required by paragraph (g)(2), and if an error is
made, to discover and promptly correct such error within
a reasonable amount of time thereafter (and in all events
within one hundred eighty (180) days after discovery of
the error), including the amount remitted to the
Corporation for payment to the United States of any
additional Rebate Amount owed to it, interest thereon,
and any penalty imposed under Section 1.148-3(h) of the
Regulations.
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EXHIBIT B
4. Receipt and Transfer of Proceeds of Sales Tax. The City
agrees, in cooperation with the Corporation, to take such actions
as are required to cause the -Gross Sales Tax Revenues" (as such
term is defined in the resolution authorizing the issuance of the
_ Bonds) received from the Comptroller of Public Accounts of the
State of Texas for and on behalf of the Corporation to be
transferred and deposited immediately upon receipt by the City to
the credit of the banking or monetary fund maintained at the
depository designated by the Corporation and known on the books and
records of the Corporation as the "Pledged Revenue Fund".
S. Compliance with SEC Rule 15c2-12. in consideration for
financing the Project, the City agrees to assist and file on behalf
of the Corporation updated financial information and operating data
pertaining the Corporation and otherwise comply with the
undertaking of the Corporation described in the Official Statement
pertaining to the issuance of the Bonds and in Section 42 of the
Resolution authorizing the issuance of the Bonds.
6, Modifications. This Agreement shall not be changed
orally, and no executory agreement shall be effective to waive,
change, modify or discharge this Agreement in whole or in part
unless such executory agreement is in writing and is signed by the
parties against whom enforcement of any waiver, change,
modification or discharge is sought.
7. Entire Aareement. This Agreement, including the
Exhibits, contains the entire agreement between the parties
pertaining to the subject matter hereof and fully supersedes all
prior agreements and understandings between the parties pertaining
to such subject matter.
8. Counterparts. This Agreement may be executed in several
counterparts, and all such executed counterparts shall constitute
the same agreement. It shall be necessary to account for only one -
such counterpart in proving this Agreement.
9. Severability. If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Agreement shall nonetheless
remain in full force and effect.
10. Applicable Law. This Agreement shall in all respects be
governed by, and construed in accordance with, the substantive
federal laws of the United States and the laws of the State of
Texas.
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EXHIBIT 8
11. Captions. The section headings appearing in this
Agreement are for convenience of reference only and are not
r intended, to any extent and for any purpose, to limit or define the
text of any section or any subsection hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the date and year first above
written.
ALLEN COMMUNITY DEVELOPMENT
CORPORATION
ATTEST: jlry Chairperson, Board of Directors
Se retary, 'Bo - d of Dire tors
(Corporation Seal)
CITY OF ALLEN, TEXAS
ATTEST: Mayor
� B/i f (J•1 -
C y S re ary
(City Seal)
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7-
saninst c
J to
Resolution
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 42 of this
Resolution.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to
the City to be provided annually in accordance with such Section
are as specified (and included in the Appendix or under the
headings of the official Statement referred to) below:
1. The financial statements of the Corporation appended
to the Official Statement as Appendix A, but for the most
recently concluded fiscal year.
Accounting Principles
The accounting principles referred to in such Section are the
generally accepted accounting principles as applicable to
governmental units as prescribed by The Government Accounting
Standards Board.
RESOLUTION NO. 10 -CDC -97
A RESOLUTION OF THE ALLEN COMMUNITY DEVELOPMENT
CORPORATION, COLLIN COUNTY, TEXAS, AMENDING THE
APPROPRIATIONS FOR THE 1996 - 97 FISCAL YEAR BUDGET AND
APPROVING AND ADOPTING THE BUDGET AND SETTING
APPROPRIATIONS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 1997,
AND TERMINATING SEPTEMBER 30, 1998; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Board of Directors of the Allen Community Development Corporation, upon full
consideration of the matter, is of the opinion that the budget hereinafter set forth is proper and should be
approved and adopted;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN
COMMUNITY DEVELOPMENT CORPORATION, THAT:
SECTION 1. Subject to the applicable provisions of the state law, the Allen Community Development
Corporation 1997 - 98 Operating Budget, with appropriations set therein ( a copy of which is attached
hereto as Exhibit "A" and made part hereof for all purposes), for the fiscal year beginning October 1,
1997, and terminating September 30, 1998, and amendments to the appropriations for the 1996-97 fiscal
year budget as filed and submitted by City of Allen staff, and adjusted by the Board of Directors,
containing estimates of resources and revenues for the year from all of the various sources, and the
projects, operations, activities and purchases proposed to be undertaken during the year, together with the
estimated costs thereof, and estimated amounts of all other proposed expenditures, is hereby approved and
adopted.
SECTION 2. This resolution shall be in effect from and after its adoption.
PASSED on the first reading by the Board of Directors of the Allen Community Development Corporation,
Collin County, Texas, on the 21st day of July, 1997
PASSED on the second reading by the Boa of Directors of the Allen Community Development
Corporation, Collin County, Texas, on the day of August, 1997.
PASSED on the third reading by the Board of Directors of the Allen Community Development
Corporation, Collin County, Texas, on the P day of September, 1997
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE ALLEN
C Y DEVELOPMENT CORPORATION, TEXAS, ON THE _ DAY OF
1997.
APPROVED..
Debbie'Stout, AT EST: � �
Ci— Ir lJl fVh
Robin Sedlacek, SECRETARY