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HomeMy WebLinkAboutResolution 3163-02-2005L 17LGC Resolution NO ~ I10~ VO(~OM1'tJ.~- AMENDING RESOLUTION NO 3128 AUTHORIZING THE ISSUANCE OF BONDS BY THE LONE STAR LOCAL GOVERNMENT CORPORATION WHEREAS, on June 15 2004 the City Council adopted Resolution No 3093 approving the formation of the Lone Star Local Government Corporation (the `Corporation') and WHEREAS, the Corporation was created, m part, for the purpose of assisting the Board of Directors of Tax Increment Reinvestment Zone Number Ten, City of Fort Worth, Texas (the `Zone ') m implementing the Zone s Project and Financing Plan with respect to the development of property within the Zone, including the power to issue, sell or deliver bonds, notes and other obligations m accordance with that certain Agreement by and among the City of Fort Worth, the Zone s Board of Directors and the Corporation (the `Tri Party Agreement), which the City Council approved pursuant to M&C C 20291 on September 21 2004 and WHEREAS, on September 21 2004 the City Council adopted Resolution No 3128, authorizing the issuance by the Corporation of tax increment contract revenue bonds m a principal amount not to exceed $30 million, and WHEREAS, on September 28, 2004 the Corporation adopted the resolution attached hereto, which authorizes the issuance of tax increment contract revenue bonds m a principal amount not to exceed $32 million, rather than $30 million, and WHEREAS, the City Council deems rt necessary and advisable that rt amend Resolution No 3128 by approving the form and substance of the Corporation s September 28 2004 resolution, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT the resolution adopted by the Corporation on September 28, 2004 is hereby approved, and tax increment contract revenue bonds in a principal amount not to exceed $32 million maybe issued by the Corporation for the purpose of providing all or a portion of the costs of prod ects authorized by the Zone s Project and Financing Plan. __ .._._ ~r __~ -~ - ~k AND IT IS SO RESOLVED. ~ti C Adopted this ~ day of I c~DC' [~, u,r , 2005 ATTEST By. Marty Hendnx City Secretary ~. ~~~, ~~ `~ ,~ ~~` ~ _ .~,~ ~» ~ ~ ~- ~ ~ ~ ti =~~ ~_ ._ - v ,., ~. ~y J n ,,, ~~~~ ~~ s ~~~ ~~~ CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS LONE STAR LOCAL GOVERNMENT CORPORATION 17LGC We, the undersigned officers of the Board of Directors of Lone Star Local Government Corporation, hereby certify as follows 1 The Board of Directors of said Corporation convened in CALLED MEETING ON THE 28TH DAY OF SEPTEMBER, 2004 at the designated meeting place and the roll was called of the duly constituted officers and members of said Board, to-wit. Jim Lane, President Glenn Whitley Vice President Becky Haskin, Secretary Mike Moncrief, Mayor Chuck Silcox Donavan Wheatfall Clyde Picht John Stevenson Ralph McCloud Wendy Davis and all of said persons were present, thus constituting'a quorum. Whereupon, among other business, the following was transacted at said Meeting: a wntten, RESOLUTION AUTHORIZING THE ISSUANCE OF LONE STAR LOCAL GOVERNMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2004, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $32 MILLION, APPROVING AN INDENTURE OF TRUST, MASTER ECONOMIC DEVELOPMENT AGREEMENT, TRI- PARTY AGREEMENT AND OTHER CONTRACT DOCUMENTS RELATING TO THE BONDS, AND CONTAINING OTHER PROVISIONS RELATED THERETO was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Resolution be adopted, and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carved by the following vote YEAS 10 NOES 0 ABSENT 0 • RESOLUTION AUTHORIZING THE ISSUANCE OF LONE STAR LOCAL GOVERNMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2004, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $32 MILLION, APPROVING AN INDENTURE OF TRUST, MASTER ECONOMIC DEVELOPMENT AGREEMENT, TRI PARTY AGREEMENTAND OTHER CONTRACT DOCUMENTS RELATING TO THE BONDS, AND CONTAINING OTHER PROVISIONS RELATED THERETO BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LONE STAR LOCAL GOVERNMENT CORPORATION ARTICLE I RECITALS WHEREAS by Ordinance No 16002, adopted on June 15 2004 (the Creation Ordinance'), the City of Fort Worth, Texas (the City"), created a tax increment reinvestment zone known as 'Reinvestment Zone Number Ten, City of Fort Worth, Texas" ('TIRZ Ten'), pursuant to the provisions of Chapter 311 Texas Tax Code, and approved a prelirrunary reinvestment zone financing plan for TIRZ Ten, and • WHEREAS by Resolution No 3093 adopted on June 15 2004 the City authorized .the creation of the Lone Star Local Government Corporation (the 'Corporation') to aid, assist .and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the City as described in the Creation Ordinance; and WHEREAS, on September 21 2004 the City approved thatcertain Agreement by and among the City the Board of Directors of TIRZ Ten, and the Corporation dated as of September 1 2004 (the 'Tn-Party Agreement"), pursuant to which the Corporation was delegated the power and authority to assist in achieving the econorruc development objectives of the City within TIRZ Ten, including, but not lirruted to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and WHEREAS, the City is not located in a county with a population of 2.1 million or more residents; and WHEREAS, as perirutted by Chapter 431 Texas Transportation Code, as amended, the Corporation desires to issue Bonds upon the terms and conditions and for the purposes herein provided. • n .1 The term 'Purchase Contract shall mean the Purchase Agreement between the Corporation and the Bond Purchaser executed under authority of this Resolution. The term 'Record Date shall mean, for any Interest Payment Date, the fifteenth day of the month next preceding each Interest Payment Date. The term 'Registrar" shall mean Wells Fargo Bank, National Association, and its successors m that capacity The term 'Resolution or 'Bond Resolution shall mean this resolution, and all amendments hereof and supplements hereto The teen 'Rule shall mean SEC Rule 15c2 12, as amended from hme to time The term SEC shall mean the Umted States Securities and Exchange Commission. The teen Securities Act" shall mean the federal Securities Act of 1933 as amended. The term Serves 2004 Bonds or 'Bonds" shall mean the Corporation's Tax increment Contract Revenue Bonds, Serves 2004 authorized by this Resolution. The term SID .shall mean 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 wrtlun the meaning of the Rule from time to tame. Section 2.2 Interpretatnons. All terms defined herein and all pronouns used m this Resolution shall be deemed to apply equally to snngular and plural and to all genders. The titles and headings of the articles and sections of this Resolution have been inserted for convenience of reference only and are not to be considered a part hereof and shall not m any way modify or restrict any of the terms or provnsions hereof. Any references in this Resolution to the 'FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit A to this Resolutnon. This Resolutnon and all the terms and provisnons hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Panty Bonds and the valndnty of the lien on and pledge of the Pledged Revenues to secure the payment of the Panty Bonds. ARTICLE III TERMS OF THE BONDS Section 3.1 Maxinum Amount. Purpose. Authorization. The Series 2004 Bonds shall be nssued nn fully registered form, wnthout coupons, in the aggregate princnpal amount not to exceed • $32,000 000 for the purpose of (1) paying Protect Costs, and (2) paying Costs of Issuance, all under and pursuant to the authority of the Act and all other applicable law . entitled to the benefits of this Resolution or shall be valid or obligatory for any purpose Such duly executed certificate of authentication shall be conclusive evidence that the Serves 2004 Bond so authenticated was delivered by the Registrar hereunder The Registrar when it authenticates a Series 2004 Bond, shall cause the Issuance Date to be stamped, typed or imprinted on such Serves 2004 Bond. Series 2004 Bonds issued on transfer of or in exchange for other Senes 2004 Bonds shall bear the same Issuance Date as the Serves 2004 Bond or Serves 2004 Bonds presented for transfer or exchange Section 3.6 Payment of Principal and Interest. The Registrar is hereby appointed as the registrar and paying agent for the Serves 2004 Bonds. The principal of the Serves 2004 Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the Designated Trust Office The interest on each Senes 2004 Bond shall be payable by check payable on the Interest Payment Date, mailed by the Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Register or by such other method, acceptable to the Registrar requested by and at the risk and expense of the Owner If the date for the payment of principal or interest on any Serves 2004 Bond is not a Business Day then the date for such payment shall be the next succeeding Business Day and payment on such • date shall have the same force and effect as if made on the original date such payment was due. Section 3.7 Successor Re istrars. The Corporation covenants that at all tunes while any Serves 2004 Bonds are Outstanding it will provide a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to act as Registrar for the Serves 2004 Bonds. The Corporation reserves the right to change the Registrar for the Senes 2004 Bonds on not less than sixty (60) days written notice to the Registrar so long as any such notice is effective not less than sixty (60) days prior to the next succeeding Principal Installment Payment Date or Interest Payment Date on the Serves 2004 Bonds. Promptly upon the appointment of any successor Registrar the previous Registrar shall deliver the Register or a copy thereof to the new Registrar and the new Registrar shall notify each Owner by United States mail, first class postage prepaid, of such change and of the address of the new Registrar Each Registrar hereunder by acting in that capacity shall be deemed to have agreed to the provisions of this Section. Section 3.8 Special Record Date. If interest on any Series 2004 Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter the Registrar shall establish a new record date for the payment of such interest, to be known as a Special Record Date. The Registrar shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Corporation. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest, and notice of the date of payment and the Special Record Date shall be sent by United States mail, first class postage prepaid, not later than five (5) days prior to the Special Record Date, to each Owner of record of an affected Serves 2004 Bond as of the close of business. on the day prior to the mailing of such notice. -5- 7'~L, ry • The Corporation or the Registrar may require the Owner of any Senes 2004 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be unposed in connection with the transfer or exchange of such Senes 2004 Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the Corporation. The Registrar shall not be required to transfer or exchange any Senes 2004 Bond during the period beginning on a Record Date or a Special Record Date and ending on the next succeeding Interest Payment Date or to transfer or exchange any Senes 2004 Bond called for redemption during the penod beginning ten (10) days prior to the date fixed for redemption and ending on the date fixed for redemption, provided, however that this limitation shall not apply to the exchange by the Owner of the unredeemed portion of a Senes 2004 Bond called for redemption in part. Section 3.11 Cancellation of Senes 2004 Bonds All Senes 2004 Bonds paid or redeemed in accordance with this Resolution, and all Senes 2004 Bonds in lieu of which exchange Serves 2004 Bonds or replacement Series 2004 Bonds are authenticated and delivered in accordance herewith, shall be canceled and thereafter treated in accordance with the Registrar's document retention policies. Section 3.12 Mutilated, Lost, or Stolen Senes 2004 Bonds Upon the presentation and surrender to the Registrar of a mutilated Series 2004 Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Senes 2004 Bond of like maturity interest rate and • principal amount, bearing a number not contemporaneously Outstanding. The Corporation or the Registrar may require the Owner of such Serves 2004 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Registrar If any Senes 2004 Bond is lost, apparently destroyed, or wrongfully taken, the Corporation, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Serves 2004 Bond has been acquired by a bona fide purchaser shall execute and the Registrar shall authenticate and deliver a replacement Serves 2004 Bond of like maturity interest rate and pnncipal amount, beanng a number not contemporaneously Outstanding, provided that the Owner thereof shall have (1) furnished to the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Senes 2004 Bond, (2) furnished such secunty or indemnity as may be required by the Registrar to save it and the Corporation harmless; (3) paid all expenses and charges in connection therewith, including, but not hnrited to, pnnting costs, legal fees, fees of the Registrar and any tax or other governmental charge that may be imposed, and n LJ 7 ?~ i Bonds or portions thereof so redeemed shall no longer be regarded as Outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the nghts ofthe Owners to collect interest which would otherwise accrue after the redemption date on any Series 2004 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. • Should ownership ofthe Serves 2004 Bonds be established rn accordance wrth the book-entry only system of The Depository Trust Company ("DTC'), the Paying Agent for the Senes 2004 Bonds shall notify DTC that in the exercise by DTC of the selection of Senes 2004 Bonds for redemption, the Senes 2004 Bonds shall be so selected by DTC rn such a manner that no beneficial owner of Senes 2004 Bonds shall own less than $100 000 rn principal amount of any Senes 2004 Bonds of any one maturrty Section 3.14 Lrrrited Obh ahons. THE SERIES 2004 BONDS ARE A LIlVIITED OBLIGATION OF THE CORPORATION PAYABLE SOLELY OUT OF THE TRUST ESTATE, WHICH IS THE SOLE ASSET OF THE CORPORATION PLEDGED THEREFOR. THE SERIES 2004 BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION AN INDEBTEDNESS AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY OF FORT WORTH, TEXAS THE STATE OF TEXAS, TA,RRANT COUNTY TEXAS, TARRANT COUNTY COLLEGE DISTRICT TA,RRANT COUNTY HOSPITAL DISTRICT TARRANT REGIONAL WATER DISTRICT REINVESTMENT ZONE NUMBER TEN CITY OF FORT WORTH, TEXAS, OR ANY OTHER MUNICIPALITY COUNTY OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS NEITHER THE CITY OF FORT WORTH, TEXAS, TARRANT COUNTY TEXAS, TARRANT COUNTY COLLEGE DISTRICT TARRANT COUNTY HOSPITAL DISTRICT TARRANT REGIONAL WATER DISTRICT NOR REINVESTMENT ZONE NUMBER TEN, CITY OF FORT WORTH, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE SERIES 2004 BONDS Section 3.15 Lrmrtatron on Transfers. Anythrng rn this Resolution to the contrary the Senes 2004 Bonds may not be sold, pledged, hypothecated, donated, or otherwise transferred, including the sale. of a participation interest therein, whether for consideration, by the Owner except (i) to a qualified institutional buyer" within the meaning of Rule 144A promulgated under the Secuntres Act of 1933 as amended, unless the Owner provides evidence satisfactory to the Corporation that a nationally recognized municipal securities rating organization has issued a rating on the Serves 2004 Bonds that is at least one of its three highest rating categories, and (ii) upon delivery of an opinion ofBond Counsel that the Senes 2004 Bonds quahfy as obligations described in Section 103(a) of the Code. -9- ARTICLE VI GENERAL COVENANTS Section 6.1 Punctual Payment of Panty Bonds. The Corporation will punctually pay or cause to be paid the interest on and pnncipal of all Panty Bonds according to the terms thereof and will faithfully do and perform, and at all times fully observe, any and all covenants, undertakings, stipulations and provisions contained in this Resolution and in any resolution authorizing the issuance of Additional Panty Bonds. Section 6.2 Maintenance of TIRZ Ten. So long as any Panty Bonds remain Outstanding, the Corporation covenants that it will, within the limits of its authority comply with all contractual provisions and agreements entered into by rt and with all valid rules, regulations, directions or orders of any governmental, adrrurustrative, or}udicial body promulgating same, noncompliance with which would materially and adversely affect the operation of TIRZ Ten. Section 6.3 Accounts, Records, and Audits. So long as any Panty Bonds remain Outstanding, the Corporation covenants and agrees that it will maintain a proper and complete system of records and accounts pertaining to the operation of TIR.Z Ten and the Corporation in which full, true and proper cities will be made of all dealings, transactions, business and affairs which in any way affect or pertain to TiRZ Ten, the Corporation or the Pledged Revenues. The Corporation shall after the close of each fiscal year cause an Audit to be prepared by an independent certified public accountant or independent firm of certified public accountants. All expenses incurred in preparing Audits shall be maintenance and operation expenses. Section 6.4 Pledge and Encumbrance of Pledged Revenues. (a) The Corporation covenants and represents that it has the lawful power to create a lien on and to pledge the Pledged Revenues to secure the payment of the Panty Bonds and has lawfully exercised such power under the Constitution and laws of the State of Texas. The Corporation further covenants and represents that, other than to the payment of the Panty Bonds, the Pledged Revenues are not and will not be made sub}ect to any other lien pledge or encumbrance to secure the payment of any debt or obligation of the Corporation, unless such lien, pledge or encumbrance is }umor and subordinate to the lien and pledge secunng payment of the Panty Bonds. (b) The provisions of subsection (a) of this Section 6 4 notwithstanding, the lien on, pledge of, and nghts in and to the Pledged Tax Increments established, made, and granted in the Indenture and pursuant to subsection (a) of this Section 6 4 shall constitute a first and senior lien thereon, sub}ect only to the rights, if any of the holders of bonds or other obligations that have been heretofore or are hereafter issued by a Participant that are payable from and secured by a general levy of ad valorem taxes throughout the taxing }unsdiction of the Participant. 11 f~i~ ~~ provided in the resolution authorizing such Panty Bonds Upon such deposit, such Panty Bonds shall no longer be regarded to be Outstariding or unpaid. Section 6.7 Registrar and Trustee May Own Parity Bonds The Registrar and Trustee for the Parity Bonds, in their individual or any other capacity may become holders or pledgees of the Panty Bonds with the same nghts they would have if they were not the. Registrar or Trustee Section 6.8 No Recourse Against Corporation Officials. No recourse shall be had for the payment of pnncipal of or interest on any Panty Bonds or for any claim based thereon or on this Resolution against any official of the Corporation or any person executing any Panty Bonds. No member of the Board of Directors of the Corporation or any officer agent, employee or representative of the Corporation in lies individual capacity nor the officers, agents, employees or representatives of the Corporation nor any person executing the Serves 2004 Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly released and waived as a condition of and inconsideration for the adoption of this Resolution and the issuance of the Serves 2004 Bonds ARTICLE VII PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF SERIES 2004 BONDS Section 7.1 Execution of Documents to Effect Sale of Serves 2004 Bonds. An Authorized Representative and other appropnate officers, agents- and representatives of the Corporation are hereby athonzed to do any and all things necessary or desirable to provide for the issuance and delivery of the Serves 2004 Bonds. Section 7.2 Application of Proceeds. Proceeds from the sale of the Senes 2004 Bonds shall, promptly upon receipt by the Trustee, be applied in the manner provided for in a certificate executed by an Authorized Representative. ARTICLE VIII TAX EXEMPTION Section 8.1 General Tax Covenants. The Corporation covenants to refrain from any action which would adversely affect, or to take any action to assure, the treatment. of the Serves 2004 Bonds as obligations described in section 103 of the Code, the interest on which is. not includable in the gross income of the holder for purposes of federal income taxation. In fiirEherance thereof, the Corporation covenants as follows • (a) to take any action to assure that no more than 10 percent of the proceeds of the Senes 2004 Bonds or the projects financed therewith (less amounts deposited to a reserve -13- ~;~.. (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings) and (h) to pay to the United States of America at least once dunng each five-year penod (beginning on the date of delivery of the Serves 2004 Bonds) an amount that is at least equal to 90 percent of the 'Excess Earnings within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Series 2004 Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code The Corporation understands that the term 'proceeds includes disposition proceeds as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Series 2004 Bonds. It is the understanding of the Corporation that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Serves 2004 Bonds, the Corporation will not be required to comply with any covenant contained herein to the extent that such failure to comply in the opinion ofnationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Senes 2004 Bonds under section 103 of the Code In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Serves 2004 Bonds, the Corporation agrees to comply with the additional requirements to the extent necessary in the opinion of nationally-recognized bond • counsel, to preserve the exemption from federal income taxation ofinterest on the Senes 2004 Bonds under section 103 of the Code. In furtherance of the foregoing, any Authorized Representative may execute any certificates or other reports required by the Code and to make such elections, on behalf of the Corporation, which may be permitted by the Code as are consistent with the purpose for the issuance of the Serves 2004 Bonds. In order to facilitate compliance with the above clause (h), there has been established in the Indenture a 'Rebate Fund for the sole benefit of the United States of Amenca, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Registered Owners of the Senes 2004 Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Section 8.2 Allocation of, and Limitation on Expenditures for the Pro,3ect. The Corporation covenants to account for on its books and records the expenditure of proceeds from the sale of the Series 2004 Bonds and any investment earnings thereon to be used for the payment ofPro~ect Costs by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the Corporation shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Serves 2004 Bonds or (b) the date the Senes 2004 Bonds are retired, unless the Corporation obtains an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Senes 2004 Bonds. For purposes of this Section, the Corporation shall not be obligated to comply with this covenant if it obtains an opinion ofnationally-recognized bond counsel to the effect that such failure to comply will not adversely_affect the excludability for . federal income tax purposes from gross income of the interest. -15- 3 ,4r~ - rt 3 Unscheduled draws on debt sernce reserves reflecting financial difficulties; 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or hquidrty providers, or their failure to perform, 6 Adverse tax opinions or events affecting the tax-exempt status of the Senes 2004 Bonds, 7 Modifications to nghts of holders of the Senes 2004 Bonds; 8 Senes 2004 Bond calls; 9 Defeasances; 10 Release, substitution, or sale of property secunng repayment of the Senes 2004 Bonds, and 11 Rating changes. The Corporation shall notify any SID and the MSRB, in a timely manner of any failure by the Corporation to provide financial information or operating data in accordance wrath Section 9 1 by the time required by such Sectnon. Sectnon 9.3 Limitations, Disclaimers, and Amendments (a) The Corporation shall be obligated to observe and perform the covenants specified in thus Article for so long as, but only for so long as, the Corporation remains an obligated person wrath respect to the Serves 2004 Bonds within the meaning of the Rule, except that the Corporatnon in any event will gave notice of any deposit made in accordance wrath this Resolution or applicable law that causes Senes 2004 Bonds no • longer to be Outstanding. (b) The provisions of this Article are for the sole benefit of the holders and beneficial owners of the Senes 2004 Bonds, and nothing in this Article, express or unplied, shall give any benefit or any legal or equitable nght, remedy or claim hereunder to any other person. The Corporation undertakes to provide only the financial information, operating data, financial statements, and notices which rt has expressly agreed to provide pursuant to this Article 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 Article 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 Serves 2004 Bonds at any future date. (c) UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2004 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY COVENANT SPECIFIED IN THIS ARTICLE, 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. 17 ~~~ ,. • ARTICLE XI MISCELLANEOUS Section 11.1 .Further Proceedini?s. The President, any Vice President, the Secretary the Assistant Secretary and other appropriate officials of the Corporation are hereby authorized and directed to do any and all (lungs necessary and/or convenient to carry out the intent, purposes and terms of this Resolution, including the execution and delivery of such certificates, documents or papers necessary and advisable Section 11.2 Severability If any Section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 11.3 Open Meeting. It is hereby officially found and deterrruned that the meeting at which this Resolution was adopted was open to the public, and that public notice of the time, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551 Texas Government Code. Section 11.4 Parties Interested. Nothing in this Resolution expressed or implied is intended or shall be,construed to confer upon, or to give to, any person or entity other than the Corporation, the Registrar and the Owners of the Serves 2004 Bonds, any nght, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution shall be for the sole and exclusive benefit of the Corporation, the Registrar and the Owners of the Serves 2004 Bonds. Section 11..5 Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency Section 11.6 Effective Date This Resolution shall become effective immediately upon passage by this Corporation and signature of the President of the Corporation. PASSED AND APPROVED this 28th day o Sep ember 2004 c.... By• Name: Jim Lane Title 'Presid~~t ATTEST By• Name Title. Secretary ``~ouu~m~ii,,~ r ~a k ~= " ~ `~ d ~; ,,,~yo~ ~a,,,, -19- • • • ~ t ~"+ ? • America, and to pay solely from such Pledged Revenues, interest thereon at the rate shown above, • calculated on the basis of a 360-day year of twelve 30-day months, from the later of the Issuance Date of the Bonds specified above, or the most recent interest payment date to which interest has been paid or duly provided for Interest on this Bond is payable by check on each July 1 and January 1 beginning on July 1 2005 mailed to the Registered Owner as shown on the books of registration kept by the Registrar as of the last Business Day of the month next preceding each interest payment date (the 'Record Date'), or by such other method, acceptable to the Registrar requested by and at the risk and expense of the Registered Owner If interest on this Bond is not paid on any interest payment date specified above, and continues unpaid for thirty (30) days thereafter the Registrar shall establish a new Record Date for the payment of such interest (a Special Record Date') Such Special Record Date shall be established in accordance with the terms of the hereinafter defined Resolution. The foregoing notwithstanding, should a 'Deterrrunation of Taxability" (as defined in the Indenture) occur the interest rate on the Bonds shall increase to 7 00% per annum, commencing on the effective date of the Determination of Taxability THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS dated as of 2004 aggregating $ ,issued for the purpose of (1) paying Project Costs and (2) paying Costs of Issuance, all under and pursuant to the authority of the Act and all other applicable laws, and a resolution adopted by the Issuer on September 28 2004 (the -~ 'Resolution') All defined terms not herein defined shall have the :meaning attributed thereto in accordance with the tenors of the Resolution. THIS BOND AND THE SERIES OF WHICH IT IS A PART are limited obligations of the Issuer that are payable from, and are equally and ratably secured by a first lien on the 'Pledged Revenues" as def ned and provided in the Zridenture, which Pledged Revenues are required to be set aside and pledged to the payment of the Bonds and all additional bonds and panty contractual obligations issued or entered into on a panty therewith, in the Debt Service Fund maintained for the payment of all such Bonds, all as more fully described and provided for in the Indenture. This Bond and the serves of which it is a part, together with the interest thereon, are payable solely from such Pledged Revenues. THE BONDS may be redeemed only in principal amounts of $10 000 or any integral multiple of $5 000 in excess thereof, at the option of the Issuer on July 1 2007 or on any date thereafter at the redemption pace of par plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed by the Issuer the Issuer shall detenrune the matunty or matunties and the amounts therewith to be redeemed and shall direct the Registrar to call by lot Bonds, or portions thereof, within such matunty or maturities and in such principal amounts, for redemption, provided, that dunng any period in which ownership of the Bonds is deternined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same matunty and bearing the same interest rate are to be redeemed, the particular Bonds of such matunty and beanng such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository• and provided, further that no Bonds shall be redeemed in a manner where the Registered Owner thereof shall own Bonds in a denomination of less than $100 000 .~ ~'"`` s securities deposrtory~ provided, however that no Bonds shall be redeemed m a manner where the • beneficial owner thereof shall own Bonds in any Authorized Denorrunation. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts ofthe State of Texas by registration cert~cate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. THE ISSUER HAS RESERVED THE RIGHT to issue additional panty Tax Increment Contract Revenue Bonds, subject to the restrictions contained in the Resolution, which may be equally and ratably payable from, and secured by a first hen on and pledge of, the Pledged Revenues m the same manner and to the same extent as this Bond and the series of which rt is a part. THE BONDS ARE A LIlVIITED dBLIGATION OF THE CORPORATION PAYABLE SOLELY OUT OF THE TRUST ESTATE, WHICH IS THE SOLE ASSET OF THE CORPORATION PLEDGED THEREFOR. THE BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION AN INDEBTEDNESS AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY OF FORT WORTH, TEXAS, THE STATE OF TEXAS, TARRANT COUNTY TEXAS, TA,RRANT COUNTY COLLEGE DISTRICT TA,RRANT COUNTY HOSPITAL DISTRICT TA.RRANT REGIONAL WATER DISTRICT REINVESTMENT ZONE NUMBER TEN CITY OF FORT WORTH, TEXAS, OR ANY OTHER MUNICIPALITY COUNTY OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS NEITHER THE CITY OF FORT WORTH, TEXAS, TAdZRANT COUNTY TEXAS TA~RRANT COUNTY COLLEGE DISTRICT TARRANTCOUNTYHOSPITALDISTRICT TAIZRANTREGIONALWATERDISTRICTNOR REINVESTMENT ZONENUMBERTEN, CITY OF FORT WORTH, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE BONDS SHOULD EACH PARTICIPANT TIlVIELY CONTRIBUTE ITS TAX INCREMENT TO THE TAX INCREMENT FUND AND THE CITY TRANSFERS ALL OF THE TAX INCREMENTS FROM THE TAX INCREMENT FUND TO THE ISSUER IN ACCORDANCE WITH THE TERMS OFTHE TRI-PARTY AGREEMENT AND SUCH TAX INCREMENTS SO TRANSFERRED ARE NOT SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS ON THE DATE WHEN SUCH PRINCIPAL OR INTEREST BECOMES DUE AND PAYABLE, AN EVENT OF DEFAULT SHALL NOT BE DEEMED TO HAVE OCCURRED UNDER THE TERMS OF THE INDENTURE IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and validly issued and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or m the issuance and delivery of this Bond have been performed, existed, and been done in accordance with law that the Bonds do not exceed any statutory lurutation, and that provision has been made for the payment of the principal of and interest on this Bond and • all of the Bonds by the creation of the aforesaid lien on and pledge of the Pledged Revenues. IN WITNESS WHEREOF the Issuer has caused this Bond to be executed by the manual or facsimile signatures of the President and the Secretary FORM OF REGISTRATION CERTIFICATE ON INITIAL BOND COMPTROLLER S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this Bond has been exacruned, certified as to vahdrty and approved by the Attorney General ofthe State ofTexas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this (SEAL) Comptroller of Public Accounts of the State of Texas • • FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto (Please pant or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the wrtlun Bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises DATED Signature Guaranteed NOTICE Signature must be guaranteed by an institution which is a participant m the Secunties Transfer Agent Medallion Program ("STAMP"} or sunilar program. Registered Owner NOTICE The signature above must correspond to the name of the Registered Owner as shown on the face of this Bond in every particular wnthout any alteration, enlargement or change whatsoever • • s'..ya~Y'ir CV Exhibit B • to Resolution DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 9 1 of this Resolution. Annual Financial Statements and Operating Data The financial information and operating data with respect to ;the Corporation to be provided annually m accordance with such Section are as specified (and included m the Appendix or under the headings of the Linvted Offering Memorandum referred to) below Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to m paragraph 2 above. CERTIFICATE FOR RESOLUTION ~_ THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned officers of said City hereby certify as follows. 1 The City Council of said City convened m REGULAR MEETING ON THE 8TH DAY OF FEBRUARY 2005 at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Ralph McCloud, Jim Lane, Chuck Silcox, Becky Haskin, Donavan Wheatfall, Clyde Picht, John Stevenson Wendy Davis, Charles Boswell, Gerald Pruitt, Jim Keyes, Marty Hendrix, Mayor Pro Tempore, Councilmembers, City Manager Deputy City Attorney Director of Finance, City Secretary and all of said persons were present, except the following absentees. Mayor Mike Moncrief, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AMENDING RESOLUTION NO 3128 AUTHORIZING THE ISSUANCE OF BONDS BY THE LONESTAR LOCAL GOVERNMENT COPORATION was duly introduced for the consideration of said City Council and read in full It was then duly moved and seconded that said Resolution be passed,. and, after due discussion, said motion carrying with rt the passage of said Resolution, prevailed .and carried by the following vote AYES 6 NOES 2 ~--, .~ 2. That a true, full and correct copy of the aforesaid Resolution passed at the Meeting described m the above and foregoing paragraph ~s attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph ~s a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Resolution, that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein, that each of the officers and members of said Crty Council was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and. public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code. m advance, to the holding of said Meeting for such purpose, and that said :Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter SS 1 Texas Government Code. SIGNED AND SEALED the 8th day of February 2005 C1ty Se r tary ` S ~`" ; e~ ~ EAL , • n A 4 ~ . Y # !~ ~ ~ ~ ~ ~ h tti tt ~~ ~ '~ \ `_ X ~# ~ ~ d ~, S~ ~ t ~ -. ~ ~ ~4^ ~+ J^_ `.~1I ~ APPROVED CITY COUNCIL FEB 0 8 2005 ~ ~ City Secretary of the City of Port Worth, Texas .` ~-- ~..~_`