14-Deliberate and act on a Resolution approving a PEDC ResolutionCITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
03/11/10
Council Date:
Finance
Gene Anderson
14.
03/22/10
RECOMMENDED MOTION:
Move to approve a resolution affirming the action of the Paris .Economic Development Corporation Board of
Directors to refund the existing PEDC sales tax revenue bonds.
POLICY ISSUE(S):
Fiscal Management
BACKGROUND:
Paris Economic Development Corporation issued $4,200,000 in taxable sales tax revenue bonds in
November 1998 and $2,560,000 of that issue is still outstanding. Due to changes in market rates, PEDC
wishes to refund those bonds for savings without extending the debt period. The current bonds pay off
on September 1, 2018. This action mimics the City Council's refunding of most of the City's
outstanding debt in February 2010. The exact amount of the savings will be $272,306.98 ($237,738.65
present value) and the issue amount will be $2,685,000.
BOARD/COMMISSION RECOMMENDATION:
PEDC Board of Directors unanimously approved the refunding issue at its February 9, 2010, meeting.
EXHIBITS:
Council resolution; PEDC resolution
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$NA
❑ Department Report ~ Resolution
Budgeted Amt.
$NA
❑ Presentation ❑ Ordinance
y'I'D Actual
$NA
❑ Public Hearing ❑ Other
Acct. Name
NA
Acct. Number
NA
FISCAL NOTES:
None
REVIEWED AND APPROVED BY:
Z Administration Z City Clerk ❑ Community Development ❑ EMS/IT Z Finance ❑ Fire
❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris
Revised 2/04/08
v-, 000106
DRAFT
attorney\reswork\current\PEDC Refunding Bonds Res 2010
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, APPROVING A RESOLUTION AUTHORIZING THE
ISSUANCE AND SALE OF REFUNDING BONDS BY THE PARIS
ECONOMIC DEVELOPMENT CORPORATION; APPROVING A SALES
TAX REMITTANCE AGREEMENT; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT; MAKING OTHER
FINDINGS AND PROVISION RELATED TO THE SUBJECT AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Paris Economic Development Corporation (the "Corporation") has been
incorporated and exists and operates as a duly constituted authority and instrumentality of the
City of Paris, Texas (the "City"), pursuant to Section 4A of the Development Corporation Act,
formerly Article 5190.6, Texas Revised Civil Statutes, as amended, and now operates, exists and
is governed by the recodified provisions of such Act, as codified in Chapters 501, 502 and 504,
Texas Local Government Code, as amended (the "Act"), specifically with the Corporation being
a Type A corporation possessing the powers granted by Chapter 504, Texas Local Government
Code; and;
WHEREAS, there has been presented to this City Council a resolution (the "Bond
Resolution") to be adopted by the Board of Directors of the Corporation authorizing the issuance
and sale of the Corporation's sales tax revenue refunding bonds for the purpose of refunding the
Corporation's outstanding Taxable Sales Tax Revenue Bonds, Series 1998, in order to reduce
debt service payments made by the Corporation; and,
WHEREAS, there has been presented to this City Council a Sales Tax Remittance
Agreement, between the Corporation and the City, pursuant to which sales taYes collected by the
City for the benefit of the Corporation pursuant to the Act shall be transferred and deposited into
a fund for the use by the Corporation in the furtherance of its authorized powers and purposes;
and,
WHEREAS, this City Council finds and determines that it is necessary and appropriate
to approve the Bond Resolution and to approve the execution and delivery of said Sales Tax
Remittance Agreement for the purposes hereinabove provided.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PARIS, TEXAS THAT:
Section 1. The recitals set forth in the preamble hereof are incorporated herein and shall
have the same force and effect as if set forth in this Section.
Section 2. The Bond Resolution, attached hereto as Exhibit A, is hereby approved and
the issuance by the Corporation of sales tax revenue refunding bonds in the principal amount of
r., 0 fl0 1 1; i
$ (the "Bonds"), for the purpose of refunding the Corporation's outstanding
Taxable Sales Tax Revenue Bonds, Series 1998, is hereby approved; and said Bond Resolution,
Bonds and the expenditure of funds of the Corporation in connection therewith are hereby
approved.
Section 3. The Sales Tax Remittance Agreement, attached hereto as Exhibit B, is hereby
approved and the Mayor and the City Clerk are hereby authorized to execute, attest, seal and
deliver the Sales Tax Remittance Agreement between the City and the Corporation.
Section 4. This Resolution shall be effective immediately upon adoption.
Jesse James Freelen, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
G00 1'k' 8
Exhibit A
Bond Resolution
(see attached)
r,..' 0 10 1 J,
RESOLUTION OF BOARD OF DIRECTORS
of
PARIS ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING THE ISSUANCE OF
PARIS ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING BONDS
SERIES 2010
Table of Contents
Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2. Recitals, Amount and Purpose of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Designation, Date, Denomination, Number, and Maturity and Interest Rate of
Bonds .................................................................4
Section 4. Characteristics of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 5. Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6. Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7. Pledge .............................................................15
Section 8. Revenue Fund ......................................................16
Section 9. Debt Service Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10. 2010 Reserve Fund and Reserves for Parity Obligations . . . . . . . . . . . . . . . . . . . . 17
Sectionll. Transfer ..........................................................18
Sectionl2. Investments .......................................................18
Section 13. FundsSecured .....................................................19
Section 14. Payment ..........................................................19
Section 15. Additional Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 16. Refunding Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 17. Subordinate Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 18. General Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 19. Defeasance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 20. Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds . . . . . . . . . . . . . . . . . . . . . 23
Section 21. Custody, Approval, and Registration of Bonds; Bond Counsel's Opinion;
CUSIP Numbers and Contingent Insurance Provision, If Obtained; Engagement
of Bond Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
I
Section 22. Bonds Not Tax-Exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 23. Sale of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 24. Approval of Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 25. Further Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 26. Compliance with Rule 15c2-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 27. Method of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 28. Approval of Escrow Agreement and Transfer of Funds; Approval of Transfer
Agreement ............................................................29
Section 29. Redemption of Refunded Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 30. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 31. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 32. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 33. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Schedule I Schedule of Refunded Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Exhibit A Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B Form of Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C Continuing Disclosure Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G 1
n
c,T H011G
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF PARIS ECONOMIC
DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS,
TAXABLE SERIES 2010; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SAID BONDS; APPROVING AN ESCROW AGREEMENT AND A SALES TAX
REMITTANCE AGREEMENT; CALLING OUTSTANDING OBLIGATIONS FOR
REDEMPTION; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
§
PARIS ECONOMIC DEVELOPMENT CORPORATION §
WHEREAS, Paris Economic Development Corporation (the "Issuer") is a non-profit
industrial development corporation created pursuant to Section 4A of the Development Corporation
Act, formerly Article 5190.6, Texas Revised Civil Statutes, as amended, and now operates and exists
and is governed under the recodified provisions of such Act, as a Type A corporation, as such Act
has been codified in Chapters 501, 502 and 504, Texas Local Government Code, as amended (the
"Act"
WHEREAS, pursuant to the authority granted in the Act, the City of Paris, Texas (the "City")
has levied a one-quarter of one percent sales and use tax for the benefit of the Issuer (the "Sales
Tax"), to be used exclusively for the purposes set forth in the Act;
WHEREAS, the Issuer has previously issued, and there are presently outstanding, bonds of
the Issuer payable from a pledge by the Issuer of the Sales Tax sufficient to pay principal of and
interest on the obligations as they become due;
WHEREAS, all such previously issued and outstanding bonds are intended to be and shall
be refunded pursuant to this Resolution, the obligations to be refunded being described in Schedule
I attached hereto and incorporated herein (collectively, the "Refunded Bonds");
WHEREAS, Section 501.213, Texas Local Government Code, authorizes the Issuer to issue
refunding bonds for the purpose of refunding any outstanding bonds of the Corporation and Section
23 of the resolution that authorized the issuance of the Refunded Bonds provides that the
Corporation may provide for the payment and defeasance of the Refunded Bonds by depositing with
the Paying Agent/Registrar for the refunded bonds an amount of money sufficient to pay the
principal of and interest on the Refunded Bonds on the due date thereof, whether such due date be
by reason of maturity or redemption;
WHEREAS, the Board of Directors of the Issuer (the "Board") hereby finds and declares a
public purpose and that it is in the best interests of the Issuer to refund the Refunded Bonds in order
to achieve a debt service savings, and that such refunding will result in an actual debt service savings
of approximately $272,306.98 and a present value debt service savings of approximately
$237,738.65 to the Issuer;
OtIO113
WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to the
Act; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Resolution has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Resolution, was given, all as required by the applicable provisions of Tex. Gov't Code Ann. ch. 551;
Now, Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF PARIS ECONOMIC
DEVELOPMENT CORPORATION:
Section 1. DEFINITIONS.
"Act" shall mean former Article 5190.6, V.A.T.C.S., and now codified at Chapters 501, 502
and 504, Texas Local Government Code, as amended, and known as the Development Corporation
Act.
"Additional Obligations" shall mean bonds, notes or other evidences of indebtedness which
the Issuer 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 15 hereof and which, together with the Bonds, are
equally and ratably secured by a parity pledge of and claim on the Pledged Revenues.
"Attorney General" means the Office of the Attorney General of the State of Texas.
"Average Annual Debt Service" means 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 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 or borrowings of the
Corporation shall be excluded in making the aforementioned computation.
"Board" shall mean the Board of Directors of the Issuer.
"Bond" or "Bonds" shall mean the Paris Economic Development Corporation Sales Tax
Revenue Refunding Bonds, Taxable Series 2010, in the aggregate principal amount of $2,690,000,
authorized to be issued by this Resolution.
"City" shall mean the City of Paris, Texas.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and any
successor official or officer thereto.
"Debt Service" means, 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 Issuer 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 of interest, that such obligations bear, or would have borne, interest
at the maximum per annum rate applicable to such obligations by law or contract, 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.
"Designated Financial Officer" means the Executive Director of the Issuer or the chief
financial officer of the Issuer, if such an office has been created, or such other financial or
accounting official of the Issuer so designated by the Board.
"Event of Default" - Each of the following occurrences or events for the purpose of this
Resolution is hereby declared to be an event of default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation
of the Issuer, the failure to perform which materially, adversely affects the rights of the
Registered Owners, including, but not limited to, their prospect or ability to be repaid in
accordance with this Resolution, and the continuation thereof for a period of 60 days after
notice of such default is given by any Registered Owner to the Issuer.
"Fiscal Year" shall mean the fiscal year ofthe Issuer, being the twelve month period ending
September 30 of each year.
"Holder," "Registered Owner" or words of similar import means each registered owner of
the Bonds from time to time as shown in the books kept by the Paying Agent/Registrar as bond
registrar and transfer agent.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" shall mean Paris Economic Development Corporation, a Type A corporation under
the Act.
"Maximum Annual Debt Service" shall mean the highest amount of Debt Service due on the
Parity Obligations in any Fiscal Year.
"Outstanding" - When used in this Resolution with respect to Parity Obligations, including
the Bonds, means, as of the date of determination, all Parity Obligations theretofore sold, issued and
delivered by the Issuer, except:
(1) those 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 Parity Obligations paid or deemed to be paid in accordance with the
provisions of Section 19 hereof or similar provisions of any resolution authorizing the
issuance of Additional Obligations.
(3) those Parity Obligations that have been mutilated, destroyed, lost, or stolen
and replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" shall mean, collectively, the Bonds and Additional Obligations.
"Paying Agent/Registrar" shall mean the financial institution so designated in accordance
with the provisions of Section 4 of this Resolution.
"Pledged Revenues" shall mean all of the Issuer's receipts of the Sales Tax, less any amounts
due or owing to the Comptroller as charges for collection or retention by the Comptroller for refunds
and to redeem dishonored checks and drafts, to the extent such charges and retentions are authorized
or required by law.
"Required Reserve Amount" has the meaning set forth in Section 9.
"Sales Tax" shall mean the one-quarter of one percent sales and use tax levied by the City
within the boundaries of the City as they now or hereafter exist, together with any increases in the
aforesaid rate if provided and authorized by the laws of the State of Texas, including specifically
the Act, and collected for the benefit of the Issuer, all in accordance with the Act, including
particularly Chapter 504 thereof.
"Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of March
22, 2010, between the City and the Issuer.
Section 2. RECITALS, AMOiJNT AND PURPOSE OF THE BONDS. The recitals set forth
in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth
in this Section. The bonds of the Paris Economic Development Corporation (the "Issuer") are
hereby authorized to be issued and delivered in the aggregate principal amount of $2,685,000 for
the public purpose of refunding the Refunded Bonds, and to pay the costs incurred in connection
with the issuance of the Bonds.
Section 3. DESIGNATION, DATE, DENOMINATION, NUMBER, AND MATURITY
AND INTEREST RATE OF BONDS. Each Bond issued pursuant to this Resolution shall be
designated: "PARIS ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE
REFiJNDING BOND, TAXABLE SERIES 2010," and initially there shall be issued, sold, and
delivered hereunder one fully registered Bond, without interest coupons, dated April 15, 2010, in
the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
Bonds issued in replacement thereof being in the denominations and principal amounts hereinafter
cloo1iG
stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners
thereof (with the initial Bond being made payable to the purchaser (the "Purchaser" or
"Underwriter") as described in Section 22 hereo fl, or to the registered assignee or assignees of said
Bonds or any portion or portions thereof (in each case, the "Registered Owner") and said Bonds shall
mature and be payable on September 1 in each of the years and in the principal amounts,
respectively, and shall bear interest in the manner provided, on the dates stated, and from the dates
set forth, in the FORM OF BOND set forth in this Resolution to their respective dates of maturity
at the rates per annum, as set forth in the following schedule:
Year of
Principal
Interest
Maturity
Amount
Rate
2010
$270,000
1.05%
2011
275,000
1.46
2012
280,000
1.76
2013
290,000
2.32
2014
290,000
2.85
2015
300,000
3.35
2016
315,000
3.80
2017
325,000
4.10
2018
340,000
4.39
Section 4. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer, Conversion and Exchange: Authentication. The Issuer shall
keep or cause to be kept at the office of The Bank of New York Mellon Trust Company, National
Association, in Dallas, Texas (the "Paying Agent/Registrar"), books or records for the registration
of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer
hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or
records and make such registrations of transfers, conversions and exchanges under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar
shall make such registrations, transfers, conversions and exchanges as herein provided within three
days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record
in the Registration Books the address of the registered owner of each Bond to which payments with
respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered
owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be
mailed, and such interest payments shall not be mailed unless such notice has been given. The
Issuer shall have the right to inspect the Registration Books during regular business hours of the
Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made
in the manner provided and with the effect stated in the FORM OF BOND set forth in this
Resolution. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond.
;,y C 0 C, 117
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and
no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion
and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the
governing body of the Issuer or any other body or person so as to accomplish the foregoing
conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution and delivery of the substitute Bonds in the manner prescribed
herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion
and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon
the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds which initially were issued
and delivered pursuant to this Resolution, approved by the Attorney General, and registered by the
Comptroller.
(b) Pavment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all
as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Resolution.
However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States mail, first-class postage
prepaid, to the address of each registered owner appearing on the Registration Books at the close
of business on the last business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds,
(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the
principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the
Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to
the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in this Resolution. The Bond initially issued and delivered pursuant to this
Resolution is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but
on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under
this Resolution the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paving Ae~nt/Re is~trar. The Issuer covenants with the registered owners
of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution or other agency to act as and perform
';7^ c. 'i9 ~f V. 8
the services of Paying Agent/Registrar for the Bonds under this Resolution, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 40 days written notice to the Paying Agent/Registrar,
to be effective not later than 30 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other entity to act as Paying Agent/Registrar under this Resolution. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereoo, along with all other pertinent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds,
by United States mail, first-class postage prepaid, which notice also shall give the address ofthe new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a certified
copy of this Resolution shall be delivered to each Paying Agent/Registrar.
(e) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the Purchaser or its designee,
executed by manual or facsimile signature of the Chairman and Secretary of the Board, approved
by the Attorney General, and registered and manually signed by the Comptroller, will be delivered
to the Purchaser or its designee. Upon payment for the initial Bond, the Paying Agent/Registrar
shall cancel the initial Bond and deliver to DTC on behalf of such purchaser one registered definitive
Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds
for such maturity.
Section 5. BOOK-ENTRY ONLY SYSTEM.
(a) Book-Entry SXstem of The Depositorv Trust Company. The Bonds issued in exchange
for the Bond initially issued to the initial registered owners specified herein shall be initially issued
in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial
issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as
nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided
in subsection (b) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on whose
behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with
respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a
Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to
principal of or interest on the Bonds. Notwithstanding any other provision of this Resolution to the
contrary, the Issuer and the Paying AgentlRegistrar shall be entitled to treat and consider the person
in whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The
Paying AgenURegistrar shall pay all principal of and interest on the Bonds only to or upon the order
ofthe Registered Owners, as shown in the Registration Books as provided in this Resolution, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered
Owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the
obligation of the lssuer to make payments of principal and interest pursuant to this Resolution.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
Resolution with respect to interest checks being mailed to the Registered Owner at the close of
business on the Record Date (hereinafter defined), the words "Cede & Co." in this Resolution shall
refer to such new nominee of DTC.
(b) Successor Securities Depositorv; Transfers Outside Book-Entrv-Only Svstem. In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities described
herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i)
appoint a successor securities depository, qualified to act as such under Section 17A ofthe Securities
and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of
such successor securities depository and transfer one or more separate Bonds to such successor
securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with
the provisions of this Resolution.
(c) Pavments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representations letter of
the Issuer to DTC.
~~P120
(d) Blanket Issuer Letter of Representations. The previous execution and delivery of the
Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified
and confirmed; and the provisions thereof shall be fully applicable to the Bonds.
Section 6. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller to be attached to the Bonds initially issued and delivered pursuant to
this Resolution, shall be, respectively, substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Resolution.
(a) [Form of Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
PARIS ECONOMIC DEVELOPMENT CORPORATION $
SALES TAX REVENUE REFUNDING BOND
TAXABLE SERIES 2010
Interest Rate Dated Date Maturity Date CUSIP
% AprillS, 2010 September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, PARIS ECONOMIC DEVELOPMENT
CORPORATION (the "Issuer"), being a nonstock, nonprofit industrial development corporation
created pursuantto Section 4A ofthe Development Corporation Act, formerly Article 5190.6, Texas
Revised Civil Statutes, as amended, and now operating, existing and governed by the recodified
provisions of such Act as a Type A corporation, under such Act, as such Act has been codified in
Chapters 501, 502 and 504, Texas Local Government Code, as amended (the "Act"), and acting on
behalf of the City of Paris, Texas (the "City"), hereby promises to pay to the Registered Owner set
forth above, or registered assigns (hereinafter called the "registered owner") the principal amount
set forth above unless prepaid by the Issuer as permitted hereby, and to pay interest thereon, from
the Dated Date above, calculated on the basis of a 360-day year of twelve 30-day months. Interest
is payable on September 1, 2010 and semiannually on each March 1 and September 1 thereafter to
the Maturity Date specified above; except, if this Bond is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest on
the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at
the designated corporate trust office of The Bank of New York Mellon Trust Company, National
Association, in Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof
on each interest payment date by check or draft, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the
resolution of the Issuer authorizing the issuance of this Bond (the "Bond Resolution") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check
or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the registered owner hereof, at its address as it
appeared on the fifteenth day of the month next preceding each such date (the "Record Date") on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by,
and at the risk and expense of, the registered owner. In the event of a non-payment of interest on
a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the Issuer. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
ANY ACCRUED INTEREST due at maturity of this Bond as provided herein shall be paid
to the registered owner upon presentation and surrender of this Bond for payment at the designated
corporate trust office ofthe Paying Agent/Registrar. The Issuer covenants with the registered owner
of this Bond that on or before each principal payment date, interest payment date, and accrued
interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the
"Debt Service Fund" created by the Bond Resolution, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original date
payment was due.
THIS BOND is dated April 15, 2010, authorized in accordance with the Constitution and
laws of the State of Texas in the aggregate principal amount of $2,685,000 for the public purpose
of refunding certain outstanding obligations of the Issuer, and to pay the costs incurred in connection
with the issuance of the Bonds.
lo
THE BONDS OF THIS SERIES are not subject to redemption prior to maturity.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof.
As provided in the Bond Resolution, this Bond may, at the request of the registered owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like
aggregate principal amount of fully registered Bonds, without interest coupons, payable to the
appropriate registered owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 or any integral multiple of $5,000
in excess thereof as requested in writing by the appropriate registered owner, assignee or assignees,
as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all
in accordance with the form and procedures set forth in the Bond Resolution. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in denominations of $5,000 or any integral multiple of $5,000 in excess
thereof to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond
may be executed by the registered owner to evidence the assignment hereof, but such method is not
exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time by
the registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be
paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, conversion or
exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar
shall not be required to make any such transfer, conversion, or exchange during the period
commencing with the close of business on any Record Date and ending with the opening of business
on the next following principal or interest payment date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
special obligation of the Issuer; that neither the State of Texas, the City, nor any political
corporation, subdivision, or agency of the State of Texas, nor any member of the Board of Directors
of the Issuer, either individually or collectively, shall be obligated to pay the principal of or the
interest on this Bond and neither the faith and credit nor the taxing power (except as described
below) of the State of Texas, the City, or any other political corporation, subdivision, or agency
11
~0 0 i
thereof is pledged to the payment of the principal of or the interest on this Bond; that the principal
of and interest on this Bond are secured by and payable from a first lien on and pledge of certain
funds created under the Bond Resolution and the revenues defined in the Bond Resolution as the
"Pledged Revenues", which include the proceeds of a one-quarter of one percent sales and use tax
levied for the benefit of the Issuer by the City (the "Sales Tax") pursuant to the Act; and that the
registered owner hereof shall not have the right to demand payment of the principal of or interest
on this Bond from any tax proceeds other than the Sales Tax proceeds levied for the benefit of the
Issuer by the City pursuant to the Act, or from any other source.
THE iSSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the future
on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues which
secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is secured on
a junior and subordinate lien with respect to the Pledged Revenues. The Bond Resolution further
provides that the Issuer may create a debt service reserve fund and fund it or provide for it to be
funded in connection with the issuance of any obligations or the incurrence of any indebtedness
which possesses a lien on and pledge of the Pledged Revenues on a parity with the Bonds, and that
such reserve shall secure only the obligations or indebtedness for which it was funded or is to be
funded. The Issuer has created a debt service reserve fund for the benefit of the Bonds.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Resolution as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
registered owners of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by such
terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Resolution constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Chairman of the Board of Directors of the Issuer and countersigned with
the manual or facsimile signature of the Secretary of the Board of Directors of said Issuer, and has
caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(si ng ature)
Secretary, Board of Directors
(si ng ature)
Chairman, Board of Directors
(SEAL)
(b) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
12
(To be executed if this Bond is not accompanied by an executed Registration Certificate of the
Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated The Bank of New York Mellon Trust Company, National Association,
Dallas, Texas
Paying Agent/Registrar
By
Authorized Representative
(c) FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer ofthe within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Dated:
Signature Guaranteed:
13
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
(d) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF
PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Initial Bond Insertions
(i) The Initial Bond shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE"
and "MATURITY DATE" shall both be completed with the words "As shown
below" and "CUSIP" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"PARIS ECONOMIC DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock,
nonprofit industrial development corporation created pursuant to Section 4A of the Development
Corporation Act, formerly Article 5190.6, Texas Revised Civil Statutes, as amended, and now
operating, existing and governed by the recodified provisions of such Act as a Type A corporation
under such Act, as such Act has been codified in Chapters 501, 502 and 504, Texas Local
Government Code, as amended (the "Act"), and acting on behalf of the City of Paris, Texas (the
"City"), hereby promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "registered owner"), on each September 1 in the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
Years Principal Installments Interest Rates
14
. ~s
(Information from Section 3 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof from the Dated Date
above, calculated on the basis of a 360-day year of twelve 30-day months. Interest is payable on
September 1, 2010 and semiannually on each March 1 and September l thereafter to the date of
payment of the principal installment specified above; except, that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding the
date of authentication, unless such date of authentication is after any Record Date but on or before
the next following interest payment date, in which case such principal amount shall bear interest
from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 7. PLEDGE.
(a) The Bonds and any interest payable thereon, and any Additional Obligations which
may be issued in accordance herewith and be Outstanding from time to time, and any interest
payable thereon, are and shall be secured by and payable from a first lien on and pledge of the
Pledged Revenues, subject to the priorities set forth in Section 8 hereof, and from amounts on
deposit in the Debt Service Fund created in accordance with Section 8 hereof. In addition, the
Bonds (but not any other series of Additional Obligations) are secured by amounts on deposit in the
2010 Reserve Fund created in accordance with Section 10 hereo£ The Bonds are and will be
secured by and payable only from the Pledged Revenues and such funds, as aforesaid, and not from
amounts on deposit in any other funds or accounts of the Issuer, and are not secured by or payable
from a mortgage or deed of trust on any real, personal or mixed properties of the Issuer. Neither the
State of Texas, the City, nor any political corporation, subdivision, or agency of the State of Texas,
nor any member of the Board, either individually or collectively, shall be obligated to pay the
principal of or the interest on the Bonds and neither the faith and credit nor the taxing power (except
as described below) of the State of Texas, the City, or any other political corporation, subdivision,
or agency thereof is pledged to the payment of the principal of or the interest on the Bonds. The
Registered Owners of the Bonds shall not have the right to demand payment of the principal of or
interest on the Bonds from any tax proceeds other than the Sales Tax proceeds levied for the benefit
of the Issuer by the City pursuant to the Act, or from any other source.
(b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the Pledged Revenues granted by the Issuer under this Section, and is therefore valid, effective,
and perfected. Should Texas law be amended at any time while the Bonds are outstanding and
unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under
this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code,
in order to preserve to the Registered Owners of the Bonds a security interest in said pledge, the
Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law
IS
I
W. QOCi1124
to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a
filing of a security interest in said pledge to occur.
Section 8. REVENUE Fi1ND. There shall be created and established on the books of the
Issuer, and accounted for separate and apart from all other funds of the Issuer, a special trust fund
entitled the "Paris Economic Development Corporation Sales Tax Revenue Fund" (hereinafter called
the "Revenue Fund"). All Pledged Revenues shall be credited to the Revenue Fund immediately
upon receipt. All Pledged Revenues deposited into the Revenue Fund shall be transferred monthly
to the following funds in the following order of priority:
FIRST: To the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of Debt Service on the Parity Obligations as the same becomes due and
payable;
SECOND: On a pro rata basis, to each debt service reserve fund created by any
resolution authorizing the issuance of Parity Obligations, which contains less than the
amount to be accumulated and/or maintained therein, as provided in such resolutions;
THIRD: To the payment of amounts required to be deposited in any other fund or
account required by any 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 Issuer 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 Revenue Fund each month 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 9. DEBT SERVICE FiJND. For the sole purpose of paying the principal of and
interest on the Parity Obligations Outstanding at any time, as the same come due (including principal
coming due as a result of any mandatory redemption of the Parity Obligations), there shall be created
and established on the books of the Issuer a separate trust fund entitled the "Paris Economic
Development Corporation Economic Development Sales Tax Revenue Refunding Bonds Debt
Service Fund" (hereinafter called the "Debt Service Fund"). The Issuer covenants that there shall
be deposited into the Debt Service Fund prior to each principal and interest payment date from the
Pledged Revenues an amount equal to one hundred per cent (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 25th
day of each month, beginning on or before the 25th day of the month next following the delivery of
the Bonds to the initial purchasers thereof; provided, however, that in any Fiscal Year the Issuer may
elect to fund the Debt Service Fund on an accelerated basis and at any time when amounts on
deposit in the Debt Service Fund are sufficient to make payment of all principal and interest coming
due on the Outstanding Parity Obligations within the next twelve months, such deposits of Pledged
16
Revenues to the Debt Service Fund may be discontinued, until there is once again an amount less
than the principal and interest coming due on the Outstanding Parity Obligations within the next
twelve months, at which time such deposits shall be resumed.
The required deposits to the Debt Service 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 Debt Service Fund is equal to the amount required to fully pay and discharge the Bonds
(principal and interest) then Outstanding or (ii) the Bonds are no longer Outstanding.
Section 10. 2010 RESERVE FLTND AND RESERVES FOR PARITY OBLIGATIONS.
(a) There is hereby created and ordered held at a depository of the Issuer, for the benefit of
the Bonds, the 2010 Reserve Fund. Upon the delivery of the Bonds, the Issuer shall deposit and
credit to the 2010 Reserve Fund an amount not less than $346,192, being the Required Reserve
Amount (as defined below) for the Bonds. Such deposit shall be made from amounts currently on
deposit in the debt service reserve fund for the Refunded Bonds. The Issuer shall maintain a balance
in the 2010 Reserve Fund in an amount equal to the Average Annual Debt Service requirements
(which shall be recalculated on or about each March 1 and September 1 of each year) on the Bonds
(the "Required Reserve Amount"). The Required Reserve Amount shall be maintained in the 2010
Reserve Fund at all times after the delivery of the Bonds. All funds and investments on deposit and
credited to the 2010 Reserve Fund shall be used solely for (i) the payment of the principal of and
interest on the Bonds, when and to the extent other funds available for such purposes are
insufficient, (ii) to retire the last stated maturity or stated maturities of or interest on the Bonds, or
(iii) as provided in clause (c) below, any excess amount in the 2010 Reserve Fund may be
transferred to the Revenue Fund and allocated in accordance with Section 7 hereof.
(b) When and for so long as the cash and investments in the 2010 Reserve Fund equal
the Required Reserve Amount, no deposits need be made to the credit of the 2010 Reserve Fund;
but, if and when the 2010 Reserve Fund at any time contains less than the Required Reserve
Amount, the Issuer covenants and agrees that the Issuer shall cure the deficiency in the 2010 Reserve
Fund by making deposits to the 2010 Reserve Fund from the Pledged Revenues in accordance with
Section 7 by monthly deposits in amounts equal to not less than 1/60th of the Required Reserve
Amount with any such deficiency payments being made on or before the last day of each month until
the Required Reserve Amount has been fully restored. The Issuer further covenants and agrees that,
subject only to the prior deposits to be made to the Debt Service Fund, the Pledged Revenues shall
be applied and appropriated and used to establish and maintain the Required Reserve Amount, and
any reserve fund that may be established for the benefit of any issue or series of Additional
Obligations and to cure any deficiency in such amounts as required by the terms of this Resolution
and any other resolution pertaining to the issuance of Additional Obligations.
(c) Earnings and income derived from the investment of amounts held for the credit of the
2010 Reserve Fund shall be retained in the 2010 Reserve Fund until the 2010 Reserve Fund contains
the Required Reserve Amount. During such time as the 2010 Reserve Fund contains the Required
Reserve Amount, the Issuer may, at its option, withdraw all surplus funds in the 2010 Reserve Fund
and deposit such surplus in the Revenue Fund.
17
.
~ ~
(d) The Issuer may create and establish a debt service reserve fund pursuant to the provisions
of any resolution or other instrument authorizing the issuance of Parity Obligations for the purpose
of securing that particular issue or series of Parity Obligations or any specific group of issues or
series of Parity Obligations, and the amounts once deposited or credited to said debt service reserve
funds shall no longer constitute Pledged Revenues and shall be held solely for the benefit of the
owners of the particular Parity Obligations for which such debt service reserve fund was established.
Each debt service reserve fund shall receive a pro rata amount of the Pledged Revenues after the
requirements of the Debt Service Fund, which secures all Parity Obligations, have first been met.
Each such debt service reserve fund shall be designated in such manner as is necessary to identify
the Parity Obligations it secures and to distinguish such debt service reserve fund from the debt
service reserve funds created for the benefit of other Parity Obligations. Each resolution authorizing
the issuance of Parity Obligations that are to be secured by a debt service reserve fund shall specify
the amount or a manner of calculating the amount to be held and maintained on deposit therein.
Section 11. TRANSFER.
(a) Pursuant to the provisions of the Transfer Agreement, the City has agreed to do any
and all things necessary to accomplish the transfer of the Sales Tax collected for the benefit of the
Issuer to the Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with
respect to the collection of sales and use taxes from the Comptroller, credits and refunds due and
owing to the Comptroller, and other matters with respect to the collection and transfer of the Sales
Tax.
(b) The Chairman and the Treasurer of the Board are hereby ordered to do any and all
things necessary to accomplish the transfer of money to the funds established hereby in ample time
to pay the principal of and interest on the Bonds.
Section 12. INVESTMENTS. Money in any fund established by this Resolution may, at the
option of the Board, be invested in eligible investment securities as described in the Investment Act;
provided that all such investments shall be made in such manner that the money required to be
expended from any fund will be available at the proper time or times. Investment earnings realized
on investments attributable to the Debt Service Fund shall be retained therein and shall constitute
a credit against the amount of money that is required to be on deposit therein for each payment of
principal or interest. Such investments shall be valued in terms of current market value as of the last
day of each Fiscal Year. Such investments shall be sold promptly when necessary to prevent any
default in connection with the Bonds.
Section 13. FLJNDS SECURED. Money in all funds created by this Resolution, to the extent
not invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 14. PAYMENT. On or before September 1, 2010, and semiannually on or before
each March 1 and September 1 thereafter while any of the Bonds are Outstanding and unpaid, the
Issuer shall cause to be transferred to the Paying Agent/Registrar amounts sufficient to make
payment of the principal of and interest on the Bonds to the Holder thereof with funds on deposit
in the Debt Service Fund.
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Section 15. ADDITIONAL OBLIGATIONS. In addition to the right to issue obligations
of inferior lien, the Issuer reserves the right to issue Additional Obligations which, when duly
authorized and issued in compliance with law and the terms and conditions hereinafter appearing,
shall be on a parity with the Bonds herein authorized, payable from and equally and ratably secured
by a lien on and pledge of the Pledged Revenues. The Additional Obligations may be issued in one
or more installments, provided, however, that none shall be issued unless and until the following
conditions have been met:
(a) The Chairman of the Board shall have executed a certificate stating (A) that, to the
best of such person's knowledge and belief, the Issuer is not then in default as to any covenant or
requirement contained in any resolution authorizing the issuance of outstanding Parity Obligations,
and (B) either (1) payments into all special funds or accounts created and established for the
payment and security of all outstanding Parity Obligations have been made and that the amounts on
deposit in such special funds or accounts are the amounts then required to be on deposit therein or
(2) the application of the proceeds of sale of such obligations then being issued will cure any such
deficiency.
(b) The Designated Financial Officer signs and delivers to the Board a written certificate
reflecting that for (i) the Fiscal Year next preceding the adoption of the resolution authorizing the
proposed Additional Obligations or (ii) a consecutive twelve (12) month period out of the eighteen
(18) month period next preceding the month in which the resolution authorizing the proposed
Additional Obligations is adopted, the Pledged Revenues and interest earnings thereon were equal
at least to 1.50 times the Average Annual Debt Service requirements on all Parity Obligations to be
outstanding after the issuance of the proposed Additional Obligations; provided, however, that in
the event an increase in the rate of the Sales Tax becomes effective prior to the date of a resolution
authorizing the issuance of Additional Obligations, such certificate or report shall calculate the
Pledged Revenues for the calculation period as if such increased rate were in effect during the
calculation period.
(c) The resolution authorizing the Additional Obligations provides that the Debt Service
Fund be augmented by amounts adequate to accumulate the sum required to pay the principal and
interest on such obligations as the same shall become due.
SECTION 16. REFLJNDING BONDS. The Issuer 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 Issuer, and if less
than all such Parity Obligations then Outstanding are refunded, the conditions precedent (for the
issuance of Additional Obligations) set forth in Section 14 hereof shall be satisfied, and shall give
effect to the refunding.
SECTION 17. SUBORDINATE DEBT. Except as may be limited by a resolution adopted
in connection with a subsequent issuance of Parity Obligations, the Issuer 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 14 or 15 hereof, provided
the pledge and the lien securing such debt is subordinate to the pledge and lien established, made
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and created in Section 6 of this Resolution with respect to the Pledged Revenues to the payment and
security of the Parity Obligations.
Section 18. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Resolution and in every Bond; it will promptly pay or
cause to be paid the principal of and interest on every Bond on the dates and in the places and
manner prescribed in this Resolution and the Bonds; and it will, at the times and in the manner
prescribed, deposit or cause to be deposited the amounts required to be deposited into the funds
created hereby; and any registered owner of the Bonds may require the Issuer, its officials and
employees to carry out, respect or enforce the covenants and obligations of this Resolution, by all
legal and equitable means, including specifically, but without limitation, the use and filing of
mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its officials and
employees, or by the appointment of a receiver in equity.
(b) Legal Authoritv. It is a duly created and existing industrial development corporation,
and is duly authorized under the laws of the State of Texas, including the Act, to create and issue
the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken, and that the Bonds in the hands of the registered owners thereof are and will be
valid and enforceable special obligations of the Issuer in accordance with their terms.
(c) Further Encumbrance. It, while the Bonds or any Additional Obligations are outstanding
and unpaid, will not additionally encumber the Pledged Revenues in any manner, except as
permitted in this Resolution in connection with Additional Obligations, unless said encumbrance
is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this
Resolution; but the right of the Issuer to issue revenue bonds payable from a subordinate lien on the
Pledged Revenues, in accordance with the provisions of the Act as more particularly provided in
Section 16 hereof, is specifically recognized and retained.
(d) Collection of Sales Tax.
(i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at the rate
voted at the election held by and within the City on May l, 1993, and the Issuer hereby
warrants and represents that the City has duly and lawfully ordered the imposition and
collection of the Sales Tax upon all sales, uses and transactions as are permitted by and
described in the Act throughout the boundaries of the City as such boundaries existed on the
date of said election and as they may have been expanded thereafter.
(ii) For so long as any Bonds or Additional Obligations are outstanding, the Issuer
covenants, agrees and warrants to take and pursue all action permissible under applicable law
to cause the Sales Tax, at said rate or at a higher rate if permitted by applicable law, to be
levied and collected continuously, in the manner and to the maximum extent permitted by
applicable law, and necessary or desirable, and to cause no reduction, abatement or
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exemption in the Sales Tax or rate of tax below the rate stated, confirmed and ordered in
subsection (d)(i) of this Section to be ordered or permitted so long as any Bonds or
Additional Obligations shall remain outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply, impose and
levy the Sales Tax on any taxable items or transactions that are not subject to the Sales Tax
on the date of the adoption hereof, the Issuer, to the extent it legally may do so, hereby
covenants and agrees to use its best efforts to cause the City to take such action as may be
required by applicable law to subject such taxable items or transactions to the Sales Tax.
(iv) The Issuer agrees to take and pursue all action permissible under applicable law
to cause the Sales Tax to be collected and remitted and deposited as herein required and as
required by the Act, at the earliest and most frequent times permitted by applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to cause the
City to comply with the Transfer Agreement.
(e) Records. It will keep proper books of record and account in which full, true and correct
entries will be made of all dealings, activities and transactions relating to the Pledged Revenues and
the funds created pursuant to this Resolution, and all books, documents and vouchers relating thereto
shall at all reasonable times be made available for inspection upon request of any bondholders.
(f) Corporate Existence. It will maintain its corporate existence during the time that any
Bonds are outstanding hereunder.
SECTION 19. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Resolution, except to the extent
provided in subsection (d) ofthis Section, when payment ofthe principal of such Bond, plus interest
thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient
to make such payment or (2) Defeasance Securities that mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the
Paying Agent/Registrar for the payment of its services until the Defeased Bond shall have become
due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled
to the benefits of, the Pledged Revenues as provided in this Resolution, and such principal and
interest shall be payable solely from such money or Defeasance Securities.
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(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of a Defeased Bond may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the
Paying Agent/Registrar which is not required for the payment of the Defeased Bond, with respect
to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term "Defeasance Securities" means direct, noncallable obligations ofthe United
States of America, including obligations that are unconditionally guaranteed by the United States
of America, which may be United States Treasury obligations such as its State and Local
Government Series, and which may be in book-entry form.
(d) Until the Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the I ssuer shall make proper arrangements to provide and
pay for such services as required by this Resolution.
Section 20. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost,
stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Annlication for Replacement Bond. Application for replacement of a damaged,
mutilated, lost, stolen or destroyed Bond shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner
applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
Registered Owner shall furnish to the Issuer and to the Paying AgendRegistrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred that is then continuing in
the payment of the principal of or interest on the Bond, the Issuer may authorize the payment of the
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same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Bond. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Resolution.
(e) Authority for Issuing Renlacement Bonds. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Resolution shall constitute authority for the issuance of any
such replacement Bonds without necessity of further action by the governing body of the Issuer or
any other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this
Resolution for a Bond issued in exchange for another Bond.
Section 21. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND INSURANCE PROVISION; ENGAGEMENT
OF BOND COUNSEL.
(a) The Chairman of the Board is hereby authorized to have control of the Bond initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the Bond
pending its delivery and their investigation, examination, and approval by the Attorney General, and
their registration by the Comptroller. Upon registration of the Bond said Comptroller (or a deputy
designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration
Certificate attached to such Bond, and the seal of said Comptroller shall be impressed, or placed in
facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned
CUSIP numbers (if obtained) may, at the option of the Issuer, be printed on the Bonds issued and
delivered under this Resolution, but neither shall have any legal effect, and shall be solely for the
convenience and information of the Registered Owners of the Bonds. The Issuer approves the
insurance of the Bonds by Assured Guaranty Municipal Corp. (the "Insurer"), and the payment of
the premium for such insurance, and the Bonds may bear an appropriate legend as provided by the
Insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to
the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the
date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond
counsel to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved
and confirmed. The execution and delivery of an engagement letter between the Issuer and such
firm, with respect to such services as bond counsel, is hereby authorized in such form as may be
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approved by the Chairman of the Board, and the Chairman of the Board is hereby authorized to
execute such engagement letter.
Section 22. BONDS NOT TAX-EXEMPT. The Issuer does not intend to issue the Bonds
in a manner such that the Bonds would constitute obligations described in section 103(a) of the
Code.
Section 23. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to First
Southwest Company (the "Underwriter"), at a price of $2,663,497.75 (which represents the par
amount of the Bonds, less an underwriting discount of $21,502.25) plus accrued interest on the
Bonds, pursuant to the terms and provisions of a Bond Purchase Contract between the Issuer and
the Underwriter, which the Chairman of the Board is hereby authorized to execute and deliver. It
is hereby officially found, determined, and declared that the terms of this sale are the most
advantageous reasonably obtainable. The Bonds shall initially be registered in the name of First
Southwest Company.
Section 24. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the
form and content of the Official Statement relating to the Bonds and any addenda, supplement or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer
executing the same may deem advisable, such determination to be conclusively evidenced by his
execution thereof. The distribution and use of the Preliminary Official Statement dated March 11,
2010, prior to the date hereof is hereby ratified and confirmed.
Section 25. FURTHER PROCEDURES. The Chairman or Vice Chairman and Secretary of
the Board and all other officers, employees and agents of the Issuer, and each of them, shall be and
are hereby expressly authorized, empowered and directed from time to time and at any time to do
and perform all such acts and things and to execute, acknowledge and deliver in the name and under
the corporate seal and on behalf of the Blanket Issuer the Letter of Representations with DTC
regarding the Book-Entry-Only System attached hereto, the Paying Agent/Registrar Agreement with
the Paying Agent/Registrar, and all other instruments, whether herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Resolution, the Letter
of Representation, the Bonds, the sale of the Bonds and the Official Statement. Notwithstanding
anything to the contrary contained herein, while the Bonds are subject to DTC's Book-Entry-Only
System and to the extent permitted by law, the Blanket Issuer Letter of Representations is hereby
incorporated herein and its provisions shall prevail over any other provisions of this Resolution in
the event of conflict. In case any officer whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 26. COMPLIANCE WITH RULE 15c2-12.
(a) Annual Reports. (i) The Issuer shall provide annually to the MSRB, within six months
after the end of each fiscal year ending in or after 2010, financial information and operating data
with respect to the Issuer of the general type included in the final Official Statement authorized by
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Section 24 of this Resolution, being the information described in Exhibit C hereto. Any financial
statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit C hereto, or such other accounting principles as the Issuer may be required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer
commissions an audit of such statements and the audit is completed within the period during which
they must be provided. If the audit of such financial statements is not complete within such period,
then the Issuer shall provide unaudited financial statements by the required time and will provide
audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report
on such statements become available. Such information shall be transmitted electronically to the
MSRB, in such format and accompanied by such identifying information as prescribed by the
MSRB.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to the MSRB or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify the MSRB, in a timely manner, of any
of the following events with respect to the Bonds, if such event is material within the meaning of
the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (a) of this Section by the time
required by such subsection.
(c) Limitations. Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Issuer in any event will give the notice required by Subsection (b) hereof of any Bond calls and
defeasance that cause the Issuer to no longer be such an "obligated person".
25
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly provided
herein. The Issuer does not make any representation or warranty concerning such information or
its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER 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 ISSUER, WHETHERNEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise 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 Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (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 since such offering as well as such changed circumstances and
(2) either (a) the registered owners 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 Issuer
(such as nationally recognized bond counsel) determined that such amendment will not materially
impair the interest of the registered owners and beneficial owners of the Bonds. If the Issuer so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (a) of this Section an explanation, in
narrative form, of the reason for the amendment and of the impact of any change in the type of
financial information or operating data so provided. The Issuer may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule
are invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
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(d) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
Section 27. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Resolution subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of the Registered Owners, except
as otherwise required by paragraph (b) below, amend or supplement this Resolution in order to (i)
cure any ambiguity, defect or omission in this Resolution that does not materially adversely affect
the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii)
add events of default as shall not be inconsistent with the provisions of this Resolution and that shall
not materially adversely affect the interests of the holders, (iv) qualify this Resolution under the
Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to
time in effect, or (v) make such other provisions in regard to matters or questions arising under this
Resolution as shall not be inconsistent with the provisions of this Resolution and that shall not in
the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owners shall have the right
from time to time to approve any amendment hereto that may be deemed necessary or desirable by
the Issuer; provided, however, that without the consent of all the Registered Owners, nothing herein
contained shall permit or be construed to permit amendment of the terms and conditions of this
Resolution or in the Bonds so as to:
(1) Make any change in the maturity of the Bonds;
(2) Reduce the rate of interest borne by the Bonds;
(3) Reduce the amount of the principal of payable on the Bonds;
(4) Modify the terms ofpayment ofprincipal or of interest on the Bonds or impose any
condition with respect to such payment; or
(5) Change the requirement with respect to Registered Owners' consent to such
amendment.
(c) If at any time the Issuer shall desire to amend this Resolution under this Section, the
Issuer shall send by U.S. mail to the Registered Owners of the Bonds a copy of the proposed
amendment.
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(d) Whenever at any time within one year from the date of mailing of such notice the Issuer
shall receive an instrument or instruments executed by the Registered Owners of the Bonds, which
instrument or instruments shall refer to the proposed amendment and that shall specifically consent
to and approve such amendment, the Issuer may adopt the amendment in substantially the same
form.
(e) Upon the adoption of any amendatory Resolution pursuant to the provisions of this
Section, this Resolution shall be deemed to be modified and amended in accordance with such
amendatory Resolution, and the respective rights, duties, and obligations of the Issuer and the
Registered Owners of the Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(o Any consent given by a Registered Owner of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the mailing of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the same
Bond during such period. Such consent may be revoked at any time after six months from the date
of the mailing of said notice by the Registered Owner, or by a successor in title, by filing notice with
the Issuer.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of the Bonds on the Registration Books kept by the Paying
Agent/Regi strar.
Section 28. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FLTNDS;
APPROVAL OF TRANSFER AGREEMENT.
(a) The Chairman of the Board is hereby authorized and directed to execute and deliver and
the Secretary of the Board of the Issuer is hereby authorized and directed to attest an escrow
agreement (the "Escrow Agreement") in substantially the form presented at the meeting at which
this Resolution was adopted. In addition, the Chairman of the Board, the Secretary of the Board or
other officer of the Issuer is authorized to transfer or cause to be transferred such amounts from the
interest and sinking fund and/or reserve fund for the Refunded Bonds or other lawfully available
funds to the paying agent for the Refunded Bonds as may be necessary to provide the amount of
money, together with proceeds of the Bonds, as will be sufficient to pay the redemption price of the
Refunded Bonds.
(b) The Chairman of the Board is hereby authorized and directed to execute and deliver and
the Secretary of the Board of the Issuer is hereby authorized and directed to attest the Transfer
Agreement in the form attached hereto as Exhibit B.
Section 29. REDEMPTION OF REFUNDED BONDS.
(a) The Issuer hereby directs that the Refunded Bonds be called for redemption on the date
set forth on Schedule I. Each of such Refunded Bonds shall be redeemed at the redemption price
of par plus accrued interest. The Chairman of the Board is hereby authorized and directed to issue
28
':ar ~001"t0
or cause to be issued the Notice of Redemption of the Refunded Bonds in the form set forth in
Exhibit A attached hereto to the paying agent/registrar for the Refunded Bonds.
(b) In addition, the paying agendregistrar for the Refunded Bonds is hereby directed to
provide the appropriate notice of redemption as specified by the resolution authorizing the issuance
of the Refunded Bonds and is hereby directed to make appropriate arrangements so that the
Refunded Bonds may be redeemed on their redemption date. The Refunded Bonds shall be
presented for redemption at the paying agent/registrar therefor, and shall not bear interest after the
date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded Bonds
on their respective maturity or redemption dates shall be from the funds placed in escrow with the
escrow agent, pursuant to the Escrow Agreement approved in Section 27 of this Resolution.
Section 30. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of Default,
then and in every case, any Registered Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the may proceed against the Issuer
or the Board of the Issuer, as appropriate for the purpose of protecting and enforcing the rights of
the Registered Owners under this Resolution, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by
law, including the specific performance of any covenant or agreement contained herein, or thereby
to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners
hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
Section 31. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under
the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding
any other provision of this Resolution, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Resolution.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Resolution, such Registered
Owner agrees that the certifications required to effectuate any covenants or representations
contained in this Resolution do not and shall never constitute or give rise to a personal or pecuniary
liability or charge against the officers, employees or trustees of the Issuer or the Board of the Issuer.
Section 32. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Resolution, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the
29
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remaining portion ofthis Resolution, despite such invalidity, which remaining portions shall remain
in full force and effect.
Section 33. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A.,
Government Code Section 1201.028, this Resolution shall be effective immediately upon its
adoption by the Board.
30
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SCHEDULEI
Schedule of Refunded Bonds
Description
Sales Tax Revenue Bonds, Taxable Series 1998*
Total
Maturitv Date Principal Amount
9/ 1 /2010
$215,000
9/1 /2011
230,000
9/1/2012
245,000
9/1 /2013
265,000
9/ 1 /2014
280,000
9/ 1 /2015
300,000
9/1/2016
320,000
9/ 1 /2017
340,000
9/1 /2018
365,000
$2,560,000
* Called for redemption on April 27, 2010, at the price of par plus accrued interest to the date of
redemption.
S-1
0.0 p 1
~ ~
EXHIBIT A
NOTICE OF REDEMPTION
PARIS (TEXAS) ECONOMIC DEVELOPMENT CORPORATION
TAXABLE SALES TAX REVENUE BONDS, SERIES 1998
CUSIP NUMBER PREFIX 699894
NOTICE IS HEREBY GIVEN that Paris Economic Development Corporation (the
"Corporation") has called for redemption the outstanding Bonds (collectively, the "Redeemed
Bonds") of the Corporation described as follows:
PARIS ECONOMIC DEVELOPMENT CORPORATION TAXABLE SALES TAX
REVENUE BOND SERIES 1998, dated December 1, 1998, maturities September
1, 2010 through September 1, 2018, in the aggregate principal amount of $2,560,000,
at a redemption price of the principal amount thereof and accrued interest to the
redemption date of the Redeemed Bonds so called for redemption at The Bank of
New York Mellon Trust Company in Dallas, Texas. Redemption date: April 27,
2010, on which date interest on the Redeemed Bonds so called for redemption shall
cease to accrue and be payable.
THE REDEEMED BONDS have been called for redemption in accordance with the terms
of the ordinance authorizing their issuance, and such Bonds shall be redeemed at the Paying
Agent/Registrar for the Redeemed Bonds:
The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, l lth Floor
Dallas, Texas 75201
Attention: Corporate Trust Department
UPON PRESENTATION of the Redeemed Bonds at the Paying Agent/Registrar on the
aforementioned redemption date, the holder thereof shall be entitled to receive the redemption price
equal to par and accrued interest to the redemption date.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for
providing the place of payment of the Redeemed Bonds called for redemption with funds sufficient
to pay the principal amount of the Redeemed Bonds and the interest thereon to the redemption date.
In the event the Redeemed Bonds are not presented for redemption by the respective date fixed for
their redemption, they shall not thereafter bear interest.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the Redeemed Bonds and in accordance with the recitals and provisions
of each of the Redeemed Bonds, respectively.
PARIS ECONOMIC DEVELOPMENT CORPORATION
A-1
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EXHIBIT B
FORM OF TRANSFER AGREEMENT
B-1
EXHIBIT C
CONTINUING DISCLOSURE INFORMATION
The following information is referred to in Section 26(a) of this Resolution:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendices of the Official
Statement referred to) below:
The quantitative financial information and operating data pertaining to the Issuer of the nature
included in Appendices A and E of the Official Statement to the extent that such information is
customarily prepared by the Issuer and publicly available. Financial information and operating data
that is customarily prepared by the Issuer and publicly available is subject to change, however, such
information currently consists of an Annual Audited Financial Report and a Budget.
The financial statements of the Issuer that will be provided will be unaudited, unless an audit is
performed, in which event the audited financial statements will be made available.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements that are attached to the Official Statement as Appendix E, or such
other accounting principles as the Issuer may be required to employ from time to time pursuant to
state law or regulation.
c-i
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Exhibit B
Sales Tax Remittance Agreement
(see attached)
SALES TAX REMITTANCE AGREEMENT
THIS SALES TAX REMITTANCE AGREEMENT, dated as of March 22, 2010, executed
by and between the City of Paris, Texas (the "City") and the Paris Economic Development
Corporation (the "Corporation")
WITNESSETH:
WHEREAS, the Corporation was created by the City pursuant to Section 4A of the
Development Corporation Act, formerly Article 5190.6, Texas Revised Civil Statutes, as amended,
and now operates, exists and is governed by the recodified provisions of such Act as a Type A
corporation, as such Act has been codified in Chapters 501, 502 and 504, Texas Local Government
Code, as amended (the "Act"), specifically with the Corporation to possess the powers granted by
Chapter 504, Texas Local Government Code; and
WHEREAS, on May 1, 1993, the citizens of the City voting at an election on said date
approved the levy of a one quarter of one percent sales and use tax upon the receipts at retail of
taxable items, pursuant to Section 4A ofthe Development Corporation Act, formerly Article 5190.6,
Texas Revised Civil Statutes, as amended, now as codified in Chapter 504, Texas Local Government
Code, as amended (the "Economic Development Sales Tax"); and
WHEREAS, underthe Act and the provisions ofthe Texas Tax Code, disbursements of sales
and use taxes are made to cities, such as the City, by the Comptroller of Public Accounts of Texas
(the "Comptroller"); and
WHEREAS, under authority of the Act, the Corporation was created to fund and finance
eligible projects under the Act, particularly Chapter 504, Texas Local Government Code, as
amended, and to secure said obligations with the Economic Development Sales Tax collected by the
City under authority of Chapter 504, Texas Local Government Code, as amended; and
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement
to evidence the duties and responsibilities of the respective parties with respect to the collection,
remittance and transfer of such sales and use tax revenues.
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation contract and agree as follows:
ARTICLE I
SALES TAX FUND
Section I.I. Creation of Fund. The City agrees to establish and maintain at an official
depository bank of the City (the "Depository"), a fund to be entitled "Paris Economic Development
Corporation Sales and Use Tax Fund" (the "Sales Tax Fund"). The Sales Tax Fund shall be
- 000148
maintained as a separate fund at the Depository, and no other moneys of the City shall be
commingled with the Sales Tax Fund. The City shall also maintain separate investment accounts
into which all deposits shall be transferred when funds are received.
Section 1.2. Deposits to Fund. The revenues received by the City from the Comptroller
from the charge and levy of the Economic Development Sales Tax shall be deposited as received,
or transmitted by the Comptroller directly, to the credit of the Sales Tax Fund, for the benefit of the
Corporation, and shall be made available to the Corporation from time to time as hereinafter
provided in this Agreement.
Section 1.3. Securitv for Fund. The City hereby agrees that moneys on deposit in the Sales
Tax Fund shall at all times be collateralized in the manner and with the collateral required by the
City for its own funds.
Section 1.4. Chan ein DepositorX. The City reserves the right from time to time to change
its official depository bank, and hereby agrees to give the Corporation thirty (30) days prior written
notice of any such change in its official depository bank.
ARTICLE II
TRANSFER OF FUNDS
Section 2.1. Collection of Economic Development Sales Tax. (a) Until the Comptroller is
able to determine and report the amount of the Economic Development Sales Tax levied for the
benefit of the Corporation and any rebate, charge-back or adjustment thereof on a point of collection
basis, the City will allocate a portion of the undivided sales and use tax receipts to the Corporation
on the basis of the total sales and use taxes collected, multiplied by the pro rata portion of the
Economic Development Sales Tax and divided by all other sales and use taxes received from the
Comptroller by the City. In addition, the City will allocate the costs of any rebate or charge-back
applicable to the undivided sales and use tax receipts between the City and the Corporation on a pro
rata basis.
(b) The President of the Board of Directors of the Corporation and the chief financial officer
of the City shall take such actions as are required to cause the Economic Development Sales Tax
to be delivered and transferred by the Texas State Treasurer and the Comptroller to the City for use
by the Corporation by the fastest and most economically feasible means available.
Section 2.2. Sales Tax Fund. By resolution adopted by the Corporation approving this
Agreement on March 22, 2010 (the "Resolution"), the Corporation confirmed the City's depository
bank as the depository bank for the Sales Tax Fund all as provided herein.
Section 2.3. Transfers to Sales Tax Fund. On or before the 25th day of each month, the City
shall direct the Depository to transfer funds on deposit in the Sales Tax Fund to the credit of the
Revenue Fund of the Corporation. The City shall cause the Depository to make such transfers
2
within twenty-four (24) hours of receipt of such direction to the extent that there are moneys on
deposit in the Sales Tax Fund to effect such transfer.
Section 2.4. Use of Moneys bv Corporation. The Corporation agrees to use the moneys on
deposit in the Corporation's Revenue Fund in a manner consistent with the terms and conditions of
the Act and the election of May 1, 1993.
Section 2.5. Covenant of the Citv. Recognizing that the Economic Development Sales Tax
shall provide the security for the Corporation's bonds and other obligations, so long as such bonds
and other obligations are outstanding, the City covenants and agrees that it will take and pursue all
possible action permitted by the Act and other applicable State law to cause the Economic
Development Sales Tax to be levied and collected continuously at the rate of one quarter of one
percent or, to the extent permitted by law and necessary or desirable, at a higher rate, and the City
will not cause a reduction, abatement or exemption in the Economic Development Sales Tax or in
the rate at which it is authorized to be collected.
ARTICLE llI
MISCELLANEOUS
Section 3.1. Depository Responsibilities. The President of the Board of Directors of the
Corporation and the chief financial officer of the City shall develop procedures to ensure that the
official depository bank of the City, as it may exist from time to time, shall be obligated to perform
the duties detailed in this Agreement, and to that end the City agrees to incorporate into its
agreement with its official depository bank a covenant by the official depository bank that it will
perform all duties and obligations as a depository as set forth in this Agreement.
Section 3.2. Fees of DepositorX. In connection with the establishment and maintenance of
the Sales Tax Fund, the Corporation agrees to pay the reasonable costs and expenses of the
Depository associated with the administration of the Sales Tax Fund and such costs and expenses,
if any, shall never constitute a cost, liability, or obligation of the City.
Section 3.3. Severabilitv. If any clause, provision, or section of this Agreement should be
held illegal or invalid by any court of competent jurisdiction, the invalidity of such clause, provision,
or section shall not affect any of the remaining clauses, provisions, or sections hereof and this
Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or section
had not been contained herein. In case any agreement or obligation contained in this Agreement
should be held to be in violation of law, then such agreement or obligation shall be deemed to be the
agreement or obligation of the City and the Corporation, as the case may be, to the full extent
permitted by law.
t.~ OPP 15 0
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
CITY OF PARIS, TEXAS
By:
Mayor
ATTEST:
City Secretary
PARIS ECONOMIC DEVELOPMENT CORPORATION
By:
President, Board of Directors
ATTEST:
Secretary, Board of Directors
~~'~'15-4
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
§
COUNTY OF LAMAR
§
CITY OF PARIS
§
We, the undersigned officers of the City of Paris (the "City"), hereby certify as follows:
1. The City Council of the City (the "City Council") convened in REGULAR MEETING
ON THE 22ND DAY OF MARCH, 2010, at the designated meeting place, and the roll was called
of the duly constituted officers and members of the City Council, to wit:
Jesse James Freelen, Mayor
Joe McCarthy, Mayor Pro-tem
Kevin Kear
Steve Brown
Will Baird
Edwin Pickle
Rhonda Rogers
Janice Ellis, City Clerk
and all of said persons were present, except the following absentees: ,
thus constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
RESOLUTION APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE
AND SALE OF REFUNDING BONDS BY THE PARIS ECONOMIC
DEVELOPMENT CORPORATION; APPROVING A SALES TAX REMITTANCE
AGREEMENT; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
was duly introduced for the consideration of the City CounciL It was then duly moved and seconded
that the Resolution be adopted and, after due discussion, said motion, carrying with it the adoption
of the Resolution, prevailed and carried by the following vote:
AYES: All members of the City Council shown present above voted "Aye," except
as shown below:
NOES:
ABSTAIN:
no r1~~
,
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that the
Resolution has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the adoption of the Resolution; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting officers and members of the City
Council as indicated therein; that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
aforesaid Meeting, and that the Resolution would be introduced and considered for adoption at the
Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting
for such purpose, and that the Meeting was open to the public and public notice of the time, place
and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of the City (or the Mayor Pro-tem in the absence of the Mayor) has
approved and hereby approves the aforesaid Resolution; and that the Mayor (or the Mayor Pro-tem
in the absence of the Mayor) and the City Clerk of the City hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of the Resolution for all
purposes.
SIGNED AND SEALED the 22nd day of March, 2010.
City Clerk Mayor
(SEAL)