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HomeMy WebLinkAboutResolution 3128~~ ,~ ~~ • 1 ly/ Jam,#~~ ~` Resolution ~~~' - ~~ ~ ~~ _ a _ ~-- NO = ~ " ~ ~ ~_ .~ / ~ S ~``~~" 4~iJ,"~ r~~ ! APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE OF BONDS'~B~Y~THE L QNE STAR LOCAL GOVERNMENT CORPORATION ~ '~""u' ~'~' 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 rssue, sell or deliver bonds, notes and other obligations in accordance with that certain Agreement by and among the City of Fort Worth, the Zone s Board of Directors and the Corporation (the `Trt Party Agreement), which the City Council has or will approve pursuant to M&C ~° f'`~5~`~]', dated September 21 2004 and WHEREAS, the Corporation is expected to adopt a resolution to substantially the form and substance as the resolution attached hereto which authorizes the tssuance of tax increment contract revenue bonds m a principal amount not to exceed $30 million, and WHEREAS, the City Council deems rt necessary and advisable that it approve the form and substance of the resolution attached- hereto NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS That a resolution adopted by the Corporation m substantially the form and substance as the resolution attached hereto is hereby approved, and tax increment contract revenue bonds in a principal amount not to exceed $30 million may be issued by the Corporation for the purpose of providing all or a portton of the costs of projects authorized by the Zone s Project and Financing Plan. AND IT IS SO RESOLVED S~' )~ APPROVED Adopted this day of ~~ fJ~~ 2004 CITY COUNCIL SEP 2 1 2004 ': City Secretary of the City of Fort Worth, Texas tt~ ~ ~"°""~': ~~ ~" ~ ` ~. RESOLU')t'ION AUTHORIZING THE ISSUANCE OF LONE STAR LOCAL GOVERNMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2004, IN AN AGGREGATE PRINCIPAL AMOUNT NOfi TO EXCEED $30 MILLION, APPROVING AN INDENTURE OF TRUST AND OTHER CONTRACT DOCUMENTS RELATING TO THE BONDS AND CONTAINING OTHER PROVISIONS RELATED THERETO BB 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 prelurunary 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 Crty's governmental and proprietary functions with respect to the common good and general welfare of the City as described u1 the Creation Ordinance and WHEREAS on , 2004 the City is expected to approve that certain Agreement by and among the City TIRZ Ten, and the Corporation dated as of September i 2004 (the 'Tri-Party Agreement"), pursuant to which the Corporation was delegated the power and authority to assist in achieving the economic development objectives of the Crty within TIRZ Ten, including, but not (orated to the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tn-Party Agreement; and WHEREAS, the City is not located ui a county with a population of 2 i million or more residents, and WHEREAS as perrmtted 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. • .:. The term 'Purchase Contract" shall mean the Purchase A reement between the Co oration g rP and the Bond Purchaser executed under authority of this Resolution. The term 'Record Date" shall mean, for any Interest Pa}nnent Date, the last Business Day of the month next preceding each Interest Payment Date. The term 'Registrar" shall mean Wells Fargo Banlc, National Association, and its successors in that capacity The term 'Resolution" or 'Bond Resolution shall mean this resolution, and all amendments hereof and supplements hereto The term 'Rule" shall mean SEC Rule 15c2 12, as amended from tune to tune. The term 'SEC" shall mean the United States Securities and Exchange Commission. The term 'Securities Act" shall mean the federal Securities Act of 1933 as amended. The term 'Series 2004 Bonds" or 'Bonds" shall mean the Corporation's Tax Increment Contract Revenue Bonds, Series 2004 authorized by this Resolution. r 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 unfonmatnon depository within the meaning of the Rule from tune to tune Section 2.2. Interpretations. All terms defined herein and all pronouns used in this Resolution shall be deemed to apply equally to singular and plural and to all genders. The tntles and headings of the artncles and sectnons of thus Resolution have been inserted for convenience of reference only and .are not to be consndered a part hereof and shall not in any way modify or restrnct any of the terms or prov~snons hereof. Any references in thus Resolution to the 'FORM OF BOND" shall be to the form of the Bonds as set forth m Exhibit A to thus Resolution. This Resolution and all the terms and provnsnons hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the vahdnty of the Parity Bonds and the vahdnty of the lnen on and pledge of the Pledged Revenues to secure the payment of the Parity Bonds. ARTICLE III TERMS OF THE BONDS Section 3 1 Maximunn Amount, Purpose, Authorization. The Serves 2004 Bonds shall be nssued in fully registered form, without coupons, in the aggregate princnpal amount not to exceed $30 000 000 for the purpose of(1) paying Project Costs, and (2) paying Costs ofIssuance, 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 Series 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 unprinted on such Series 2004 Bond. Series 2004 Bonds issued on transfer of or ui exchange for other Series 2004 Bonds shall bear the same Issuance Date as the Series 2004 Bond or Series 2004 Bonds presented for transferor exchange. Section 3 6 Payment of Principal and Interest. The Registrar is hereby appointed as the registrar and paying agent for the Series 2004 Bonds. The principal of the Series 2004 Bonds shalt be payable, without exchange or collection charges, ul 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 Series 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 Registrars The Corporation covenants that at all times while any Series 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 Series 2004 Bonds. The Corporation reserves the right to change the Registrar for the Series 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 Series 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 (I 5) days pnor 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 Series 2004 Bond as of the close of business on the day prior to the mailing of such notice. • The Co oration or the Re ~strar ma re uue the Owner of a rp g y q ny Series 2004 Bond to pay a sum sufficient to cover any tax or other governmental charge that maybe unposed in connection with the transfer or exchange of such Series 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 Series 2004 Bond during the period beguuiing on a Record Date or a Special Record Date and ending on the next succeeding, Interest Payment Date or to transfer or exchange any Series 2004 Bond called for redemption during the period beguuiing ten (10) days prior to the date fixed for redemption and ending on the date fixed for redemption, provided, however that this Wmtation shall not apply to the exchange by the Owner of the unredeemed portion of a Series 2004 Bond called for redemption m part. Section 3 11 Cancellation of Series 2004 Bonds. All Series 2004 Bonds paid or redeemed in accordance with this Resolution, and all Series 2004 Bonds in lieu of which exchange Series 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 Series 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 Series 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 Series 2004 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be unposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Registrar If any Series 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 Series 2004 Bond of like maturity interest rate and principal amount, bearing 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 c~rcmnstances of the loss, destruction or theft of such Serves 2004 Bond, (2) furnished such security or indemnity as may be required by the Registrar to save rt and the Corporation harmless, (3) paid all expenses and charges in connection therewith, including, but not iuiuted to printing costs, legal fees, fees ofthe Registrar and any tax or other governmental charge :that may be unposed, and • • 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 rights of the 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 Series 2004 Bondsbe established in accordance with the book-entry- onlysystem ofThe DeposrtoryTrust Company ("DTC"), the Paying Agent for the Series 2004 Bonds shall notify DTC that in the exercise by DTC of the selection of Series 2004 Bonds for redemption, the Series 2004 Bonds shall be so selected by DTC in such a manner that no beneficial owner of Series 2004 Bonds shall own less than $100,000 in principal amount ofany Series 2004 Bonds of any one maturity Section 3 14 Linuted Obligations. THE SERIES 2004 BONDS ARE A LIMITED 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 TARRANT COUNTY TEXAS TAR.R.ANT COUNTY COLLEGE DISTRICT TARRANT 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 Linutation on Transfers Anything in this Resolution to the contrary the Series 2004 Bonds maynot 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 institutionalbuyer" withinthe meaning ofRule 144A promulgated under the Securities 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 Series 2004 Bonds that is at least one of its three highest rating categories, and (ii) upon delivery of an opuuon of Bond Counsel that the Series 2004 Bonds qualify as obligations described in Section i03(a) of the Code. • 9- • ARTICLE VI GENERAL COVENANTS Section 6 1 Punctual Payment of Parity Bonds. The Corporation will punctually pay or cause to be paid the interest on and principal of all Parity Bonds according to the terms thereof and will faithfully do and perform, and at all tunes fully observe, any and all covenants, undertakings, stipulations and prov~sions contained in this Resolution and in any resolution authorizing the issuance of Additional Parity Bonds. Section 6.2 Maintenance of TIRZ Ten. So long as any Parity Bonds remain Outstanding, the Corporation covenants that it will, within the lu~ruts 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, admuustrahve, 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 Parity Bonds remain Outstanding, the Corporation covenants and agrees that rt will maintain a proper and complete system of records and accounts pertaining to the operation of TIRZ Ten and the Corporation in which full, true and proper entries 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 ofPled~ed Revenues. (a) The Corporation covenants and represents that it has the lawful power to create a hen on and to pledge the Pledged Revenues to secure the payment of the Parity 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 Parity Bonds, the Pledged Revenues are not and will not be made subject to any other hen pledge or encumbrance to secure the payment of any debt or obligation of the Corporation, unless such hen, pledge or encumbrance is humor and subordinate to the hen and pledge securing payment of the Parity Bonds. (b) The provisions of subsection (a) of this Section 6 4 notwithstanding, the hen 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 hen thereon, subject only to the rights, ff 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 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 Parity Bonds with the same rights 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 principal of or interest on any Parity Bonds or for any clam based thereon or on this Resolution against any official of the Corporation or any person executing any Parity Bonds. No member of the Board of Directors of the Corporation or any officer agent, employee or representative of the Corporation in lus individual. capacity nor the officers, agents, employees or representatives of the Corporation nor any person executing the Series 2004 Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by vi~tue 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 Resolurion and the issuance ofthe-Series 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 Series 2004 Bonds. An Authorized Representative and other appropriate officers, agents and representatives of the Corporation are hereby authorized to do any and all things necessary or desirable to provide for the issuance and delivery of the Series 2004 Bonds. Section 7.2 Application of Proceeds. Proceeds from the sale of the Series 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 .Series 2004 Bonds as obligations described in section 103 of the Code the interest on which is not iicludable i~ the gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Corporation covenants as follows. (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 2004 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any 'private business use as defined in section 141(b)(6) of the Code or amore than 10 percent of the proceeds are so used, that amounts, whether or not • 13- (h) to pay to the United States of America at least once during each .five-year period (begnnning on the date of delnvery.of the Serves 2004 Bonds) an amount that ns 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 Amenca, 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 dnsposrtnon proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (nf any) and proceeds of the refunded bonds expended prior to the date ofthe issuance of the Series 2004 Bonds. It ns 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 Series 2004 Bonds, the Corporation will not be required to comply with any covenant contained herein to the extent that such failure to comply inthe opinion ofnationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Series 2004 Bonds under section 103 of the Code In the event that regulations or rulings are hereafter promulgated which unpose additional requirements which are applicable to the Series 2004 Bonds, the Corporation agrees to comply with the additional requirements to the extent necessary in the opinion ofnationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest onthe Series 2004 Bonds under section 103 of the Code. In furtherance of the foregoing, any Authorized Representative nnay 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 Series 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 America, and such Rebate Fund shall not be subject to the clam of any other person, including without lnmitatnon the Regnstered Owners of the Series 2004 Bonds. The Rebate Fund ns established for the additional purpose of compliance with section 148 of the Code Section 8.2 Allocation of and Liritatnon on, Expenditures for the Project. 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 of Project Costs by allocating proceeds to expenditures within 18 months of the later of the date that (a) .the expenditure on a Project ns 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 Senes 2004 Bonds or (b) the date the Series 2004 Bonds are retired, unless the Corporation obtauLS an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status ofthe Serves 2004 Bonds. For purposes ofthis Section, the Corporation shall not be obligated to comply with this covenant if it obtains an opuuon 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. IS- F~ LJ • 4 5 6 7 8 9 10 11 Unscheduled draws on credit enhancements reflecting financial difficulties, Substitution of credit or liquidity providers, or thenr failure to perform, Adverse tax opuuons or events affecting the tax-exempt status of the Series 2004 Bonds, Modifications to rights of holders of the Series 2004 Bonds, Series 2004 Bond calls, Defeasances, Release, substitution, or sale of property securing repayment of the Series 2004 Bonds, and Rating changes. The Corporation shall notify any .SID and the MSRB in a tunely manner of any failure by the Corporatnon.to provide financial uifonnatnon or operating data in accordance with Section 9 1 by the tune requnred by such Section. Section 9.3 Lumtatnons, Dnsclauners, and Amendments. (a) The Corporation shall be obligated to observe and perform the covenants specified in thns Article for so long as, but only for so long as, the Corporation remanns an obligated person with respect to the Series 2004 Bonds wrthnn the meaning of the Rule, except that the Corporation in any event will give notice of any deposit made in accordance with this Resolution or applicable law that causes Series 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 Series 2004 Bonds, and nothing in this Article, express or unphed, shall give any benefit or any legal or equitable right, remedy or claun hereunder to any other person. The Corporation undertakes to provide only the financial nnformatnon, operating data, financial statements, and notices which nt has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other unformatnon 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 infornatnon provided m 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 usefixlness to a decnsnon to invest nn or sell Series 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 i7 =!~ ARTICLE XI MISCELLANEOUS Section 11 1 Further Proceedings. 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 things 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 1 i .2. Severabihty If any Section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceabihty of such Section, paragraph, clause or provision shall not affect any of the remauung provisions of this Resolution. Section 11.3 Open Meeting. It is hereby officially found and determined that the meeting at which this Resolution was adopted was open to the public, and that public notice of the hive, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551 Texas Government Code. Section I 1 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 Series 2004 Bonds, any right, remedy or clam 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 Series 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 ininediately upon passage by this Corporation and signature of the President of the Corporation. PASSED AND APPROVED this day of 2004 By- Naine Title • ATTEST By_ Name: Title (SEAL) 19- 4! calculated on the bans 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 beginnuig 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 Determinarion 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 iDetennination 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 2004 (the 'Resolution') All defined terms not herein defined shall have the meaning attributed thereto in accordance with the terms of the Resolution. THIS BOND AND THE SERIES OF WHICH IT IS A PART are hiruted obligations of the Issuer that are payable from, and are equally and ratably secured by a first hen on the 'Pledged Revenues" as defined and provided in the Indenture, which Pledged Revenues are required to be set aside and pledged to the payment of the Bonds and all additional bonds and parity contractual obligations issued or entered into on a parity therewith, m 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 price 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 determine the maturity or maturities and the amounts therewith to be redeemed and shall direct the Registrar to call by lot Bonds, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption, provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing 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 THE BONDS are also subject to special mandatory redemption in part by lot, in principal amounts of$10 000 or any integral multiple of $5 000 m excess thereof except as described below) THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless tins Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate 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 parity Tax Increment Contract Revenue Bonds, subject to the restrictions contained m the Resolution, which may be equally and ratably payable from, and secured by a first hen on and pledge of, the Pledged Revenues ui the same manner and to the same extent as this Bond and the series of which it is a part. THE BONDS ARE A LIMITED OBLIGATION 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, TARRANT COUNTY COLLEGE DISTRICT TARRANT 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 BONDS SHOULD EACH PARTICIPANT TIMELY 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 OF THE 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 duty 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 ui accordance with law• that the Bonds do not exceed any statutory lurutation, and that provision has been made for the payment of the pruicipal of and interest on this Bond and all of the Bonds .by the creation of the aforesaid hen on.and ,pledge of the Pledged Revenues. IN WITNESS WHEREOF the Issuer has caused this Bond to be executed by the manual or facsunile 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 examuied, certified as to validity 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 ofTexas. WITNESS MY SIGNATURE AND SEAL this Comptroller of Public Accounts of the State ofTexas (SEAL) FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all nghts 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 ,precrirses. DATED Signature Guaranteed. NOTICE. Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medalhon Program ("STAMP") or sirnilar 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 without any alteration, enlargement or change whatsoever • Exhibit B to Resolution DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following mfonnation is referred to it 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 in accordance with such Section are as specified (and included in the Appendix or under the headings of the Lunrted 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 in paragraph 2 above.