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HomeMy WebLinkAboutEDC RESOLUTIONinteroffice MEMORANDUM To: From: Date: Subject: Mayor, City Council, City Manager EDC Board of Directors Mark Sokolow, City Attorney ~ ~ May 21, 2003 EDC Resolution Joint EDC/Council Meeting May 27, 2003 Attached is the bond resolution prepared by Vinson & Elkins. The project is construction of the public infrastructure improvement for the new Hospital, Medical Office Building, Business Park and adjacent commercial areas. MTS/ts Attachment cc: Director of Finance Executive Director of EDC VIA FACSIMILE (713) 758-2222 Frank McCreary VIA FACSIMILE (409) 724-7585 Jim Wimberley z .edc_j oint mt g. memo DRAFT 05/19/03 EDC RESOLUTION NO. RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, SERIES 2003; PRESCRIBING THE TERMS AND CONDITIONS OF SAID BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; AWARDING THE SALE THEREOF; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation (the "Corporation") is a non-profit industrial development corporation created, existing and governed by Section 4A of Article 5190.6, Tex. Rev. Civ. Stat. Ann., as amended (the "Act"); and WHEREAS, pursuant to the authority granted in the Act, the City of Port Arthur, Texas (the "City") has levied a Sales Tax (as defined herein) for the benefit of the Corporation, to be used exclusively for the purposes set forth in the Act; and WHEREAS, the Corporation is authorized by the Act to issue its revenue bonds, to be secured by and payable from such Sales Tax, in the manner and for the purposes hereinafter provided; and WHEREAS, it is hereby found and determined that the Projects (as defined herein) will promote new and expanded business development in the City and are required for the promotion of job recreation and retention in the City; and WHEREAS, it is hereby found and determined that the issuance and delivery of the bonds hereinafter authorized is in the public interest and the use of the proceeds thereof in the manner specified herein constitutes a valid public purpose; 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 Chapter 551, Texas Government Code, as amended; Now, Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01..Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, in this Resolution the following terms shall have the meanings specified below: "Additional Bonds" means the additional sales tax revenue bonds the Corporation reserves the right to issue on a parity with the Bonds, in accordance with the terms and conditions prescribed in Section 9.02 hereof. "Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations between the Corporation and DTC. "Board" means the Board of Directors of the Corporation. "Bonds" means the Corporation's bonds entitled "City of Port Arthur Section 4A Economic Development Corporation Sales Tax Revenue Bonds, Series 2003" authorized to be issued by this Resolution. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions relating thereto. "Comptroller" means the Comptroller of Public Accounts of the State of Texas and any successor officer or official that may be charged by law with the duty of collecting Sales Tax Revenues for the account of, and remitting the same to, the City for the account of the Corporation. "Costs of the Projects" means all items of costs of or attributable to the Projects and defined as "Costs" in the Act. "Debt Service Fund" means the debt service fund established by Section 8.01 of this Resolution. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means any broker, dealer, bank, trust company, clearing corporation or certain other organizations with Bonds credited to an account maintained on its behalf by DTC. "Event of Default" means any Event of Default as defined in Section 11.01 of this Resolution. -2- "Fiscal Year" means October 1 through September 30. "Initial Bond" means the Bond described in Sections 3.04(d) and 6.02(0. "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until the maturity or prior redemption of the Bonds, such dates being February 15 and August 15 of each year commencing February 15, 2004. "Issue Date" means the initial date from which interest on the Bonds accrues and which is designated in Section 3.02(a) of this Resolution. "Owner" means any person who is the registered owner of a Parity Bond or Bonds. "Parity Bonds" means the Bonds and Additional Bonds. "Paying Agent/Registrar" means Wells Fargo Bank Texas, N.A., any successor thereto or an entity which is appointed as and assumes the duties of Paying Agent/Registrar as provided in this Resolution. "Pledged Revenues" means (a) the Sales Tax Revenues and (b) interest and earnings from investment of funds on deposit in the Revenue Fund, the Debt Service Fund and the Reserve Fund. "Projects" mean the construction of streets, utilities, drainage improvements and other public infrastructure improvements to serve a new hospital, medical office building, business park, and adjacent commercial areas within the City, including the acquisition of land for the construction of said improvements, and the acquisition of land for future commercial development "Record Date" means, for any Interest Payment Date, the last Business Day of the month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3.06(a) of this Resolution. "Reserve Fund" means the reserve fund established by Section 8.02 of this Resolution. "Reserve Fund Requirement" means an amount equal to the lesser of (i) the maximum annual Debt Service (calculated on a Fiscal Year basis) for all Parity Bonds then Outstanding (after giving effect to the issuance of any Additional Bonds), as determined on the date each series of Additional Bonds are delivered or incurred, as the case may be or (ii) the maximum amount in a reasonably required reserve fund that can be invested without restriction as to yield pursuant to Subsection (d) of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. "Reserve Fund Surety Policy" means any surety bond or insurance policy having a rating in the highest respective rating categories by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., issued to the Corporation to -3- satisfy all or any part of the Reserve Fund Requirement as provided in Section 8.05(b) of this Resolution. "Resolution" means this Resolution. "Revenue Fund" means the special fund so designated in Section 8.02 hereof. "Sales Tax" means the local sales and use tax authorized by the Act, approved by the voters of the City on November 7, 1995, at a rate of one-half of one percent (1/2%), and levied by the City on behalf of the Corporation. "Sales Tax Revenues" means all of the revenues collected or received by the City on behalf of the Corporation, from or by reason of the levy of the Sales Tax. "Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b) of this Resolution. "Special Record Date" means the Special Record Date prescribed by Section 3.03(b) of this Resolution. Section 1.02. Other Definitions. The terms "Act," "Corporation" and "City" shall have the respective meanings assigned in the preamble to this Resolution. Section 1.03. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Resolution are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.04. Titles and Headings. The titles and headings of the Articles and Sections of this Resolution have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Resolution or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.05. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Resolution and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Resolution. -4- ARTICLE II SECURITY FOR THE PARITY BONDS Section 2.01. Confirmation and Levy of Sales Tax. (a) The Corporation hereby confirms the earlier levy by the City of the Sales Tax, and the Corporation 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 be expanded from time to time pursuant to applicable law. (b) 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 Corporation, 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. (c) The Corporation 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. Section 2.02. Pledge. The Corporation hereby irrevocably pledges the Pledged Revenues, to the payment of the principal of, and the interest and any premiums on, the Parity Bonds and to the establishment and maintenance of the Reserve Fund. (a) The provisions, covenants, pledge and lien on and against the Pledged Revenues, as herein set forth, are established and shall be for the equal benefit, protection and security of the Owners of the Parity Bonds without distinction as to priority and rights. (b) The Parity Bonds, including interest payable thereon, shall constitute special Bonds of the Corporation, payable solely from and secured by a first lien on and pledge of the Pledged Revenues, and not from any other revenues, properties or income of the Corporation. The Parity Bonds are not a debt of the City and do not give rise to a claim for payment against the City except as to Sales Tax Revenues held by the City and required by the Act to be paid over to the Corporation. Section 2.03. Resolution as Security Agreement. (a) An executed copy of this Resolution shall constitute a security agreement pursuant to applicable law, with the Owners as the secured parties. The lien, pledge, and security interest of the Owners created in this Resolution shall become effective immediately upon the Closing Date of the Bonds, and the same shall be continuously effective for so long as any Parity Bonds are outstanding. (b) A fully executed copy of this Resolution and the proceedings authorizing it shall be filed as a security agreement among the permanent records of the Corporation. Such records shall be open for inspection to any member of the general public and to any person proposing to do or -5- doing business with, or asserting claims against, the Corporation, at all times during regular business hours. Section 2.04: Application of Chapter 1208, Government Code. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the revenues granted by the Corporation under Section 2.02 of this Resolution, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the revenues granted by the Corporation under Section 2.02 of this Resolution is to be subject to the filing requirements of Chapter 9, Business & Commeme Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the Corporation agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. ARTICLE III AUTHORIZATION; TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization. The Corporation's bonds to be designated "City of Port Arthur Section 4A Development Corporation Sales Tax Revenue Bonds, Series 2003," are hereby authorized to be issued and delivered in accordance with the laws of the State of Texas in the aggregate principal amount of $8,050,000 for the purpose of paying costs of the Projects. Section 3.02. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated the Issue Date of June 15, 2003, shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof. The Initial Bond shall be numbered I-1 and all other Bonds shall be numbered in sequence beginning with R-1. (b) The Bonds shall mature on August 15 in the years and in the principal amounts set forth below, with interest on each Bond accruing from the Issue Date, or the most recent Interest Payment Date to which interest has been paid or provided for at the per annum rates of interest specified in the table below: -6- Principal Interest Year Amount Rate 2004 $220,000 % 2005 260,000 % 2006 270,000 % 2007 280,000 % 2008 290,000 % 2009 305,000 % 2010 315,000 % 2011 330,000 % 2012 345,000 % 2013 355,000 % 2014 370,000 % 2015 385,000 % 2016 405,000 __% 2017 420,000 % 2018 435,000 % 2019 455,000 __% 2020 475,000 % 2021 500,000 % 2022 520,000 % 2023 545,000 2024 570,000 % Section 3.03. Medium, Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable, on each Interest Payment Date, to the Owners whose names appear in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest 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 Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 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 books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such payment, United States mail, first class postage prepaid, to the address of such person as it appears in the Register or by such other customary banking arrangements acceptable to the Paying AgenffRegistrar and the person to whom -7- interest is to be paid; provided, however, that such person shall bear all risk and expenses of such other customary banking arrangements. (d) The principal of each Bond shall be paid to the person in whose name such Bond is registered on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the principal payment office of the Paying Agent/Registrar in Minneapolis, Minnesota. (e) If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the principal payment 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 a Saturday, Sunday, legal holiday, or day on which such 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. Section 3.04. Execution and Initial Registration. (a) The Bonds shall be executed on behalf of the Corporation by the Chairman and Secretary of the Corporation, by their manual or facsimile signatures, and the official seal of the Corporation shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the Corporation had been manually impressed upon each of the Bonds. (b) In the event that any officer of the Corporation whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Resolution unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Resolution, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Resolution, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding Bond of the Corporation, and has been registered by the Comptroller. (d) On the Closing Date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the Underwriter (as defined in Section 7.01 below) or its designee, executed by the manual or facsimile signature of the Chairman and Secretary of the Corporation, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, -8- the Paying Agent/Registrar shall cancel the Initial Bond and deliver registered definitive Bonds to DTC in accordance with Section 3.09 hereof. Section 3.05. Ownership. (a) The Corporation, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Bond is registered on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Corporation nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Corporation and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.06. Registration, Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Corporation shall cause the Paying Agent/Registrar to keep at its principal payment office in Minneapolis, Minnesota, a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Resolution. (b) Registration of any Bond may be transferred in the Register only upon the presentation and surrender thereof at the principal payment office of the Paying Agent/Registrar in Minneapolis, Minnesota, for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of the Bonds, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the Bond or any portion thereof registered in the name of such assignee or assignees. No transfer of any Bond shall be effective until entered in the Register. Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than three business days after receipt of the Bond to be transferred in proper form and with proper instructions directing such transfer. (c) Any Bond may be converted and exchanged only upon the presentation and surrender thereof at the principal payment office of the Paying Agent/Registrar in Minneapolis, Minnesota, together with a written request therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. Ifa portion of any Bond is redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal -9- to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not more than three business days after receipt of the Bond to be exchanged in proper form and with proper instructions directing such exchange. (d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or converted shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Corporation and shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered. (e) The Corporation will pay the Paying AgenffRegistrar's reasonable and customary charge for the initial registration or any subsequent transfer, exchange or conversion of Bonds, but the Paying AgentJRegistrar will require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, exchange or conversion of a Bond. In addition, the Corporation hereby covenants with the Owners of the Bonds that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, registration, conversion and exchange of Bonds as provided herein. Section 3.07. Cancellation and Authentication. (a) All Bonds paid or redeemed before scheduled maturity in accordance with this Resolution, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Resolution, shall be canceled and destroyed upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall periodically furnish the Corporation with certificates of destruction of such Bonds. (b) Each substitute or replacement Bond issued pursuant to the provisions of Sections 3.06 and 3.08 of this Resolution, in conversion of and exchange for or replacement of any Bond or Bonds issued under this Resolution, shall have printed thereon a Paying AgentfRegistrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, manually sign and date such Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. No additional ordinances, orders, or resolutions need be passed or adopted by the Corporation, the governing body of the City, or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of customary type and composition and be printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to the Texas Public Securities Procedures Act (Texas Government Code, Chapter 1201, as amended), and particularly Subchapter D thereof, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying AgentJRegistrar's Authentication Certificate, the converted and exchanged or replaced Bonds shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which was originally delivered pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (c) Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bonds set forth in this Resolution. Section 3.08. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar, at its principal payment office in Minneapolis, Minnesota, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Corporation or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected herewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Corporation to save them harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Corporation and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Corporation and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the -11- extent of any loss, damage, cost or expense incurred by the Corporation or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying AgenffRegistrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Corporation and shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.09. Book-Entry Only System. (a) The definitive Bonds 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 DTC, and, except as provided in Section 3.10 hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Corporation and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Resolution. Without limiting the immediately preceding sentence, the Corporation 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 an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary, the Corporation and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Register 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 Corporation's obligations with respect to principal of, premium, if any, and interest on the Bonds to the extent of the sum or sams so paid. No person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the Corporation to make payments of amounts due 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 or drafts being mailed to the registered Owner at the close of business on the Record Date, the word "Cede & Co." in this Resolution shall refer to such new nominee of DTC. -12- (c) The execution and delivery of the Blanket Issuer Letter of Representations is hereby approved with such changes as may be approved by the Corporation and the Chairman is hereby authorized and directed to execute such Blanket Issuer Letter of Representations. Section 3.10. Successor Securities Depository; Transfer Outside Book-Entry Only System. In the event that the Corporation or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Corporation or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, 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, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being registered in the Register 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 Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. Section 3.11. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations. ARTICLE IV OPTIONAL AND MANDATORY REDEMPTION Section 4.01. Optional and Mandato~ Redemption. The Bonds are subject to optional and mandatory redemption as set forth in the Form of Bonds in this Resolution. Principal amounts may be redeemed only in integral multiples of $5,000. Ifa Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 hereof, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall be given by the Paying Agent/Registrar at least thirty days prior to the date fixed for redemption by sending written notice by first class mail to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register at the close of business on the business day next preceding the date of mailing such notice. Such notices shall state the redemption date, the redemption price, the place at which Bonds are to be surrendered for payment and, if less than all Bonds outstanding -13- of a particular maturity are to be redeemed, the numbers of the Bonds or portions thereof of such maturity to be redeemed. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for payment of the redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paving Agent/Registrar. (a) The Corporation hereby appoints Wells Fargo Bank Texas, N.A., as its registrar and paying agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Corporation may prescribe. The Paying Agent/Registrar shall make such transfer and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the Owners and record in the Register the address of such Owner of each Bond to which payments with respect to the Bonds shall be mailed, as provided herein. The Corporation or its designee shall have the right to inspect the Register during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Register Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. (b) The Corporation hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds. The Paying Agent/Registrar shall keep proper records of all payments made by the Corporation and the Paying Agent/Registrar with respect to the Bonds, and of all conversions, exchanges and replacements of such Bonds, as provided in the Resolution. (c) The execution and delivery of a Paying Agent/Registrar Agreement, specifying the duties and responsibilities of the Corporation and the Paying Agent/Registrar, is hereby authorized, and the Chairman and Secretary of the Corporation are hereby authorized to execute such agreement. Section 5.02. Qualifications. Each Paying Agent/Registrar shall be (i) a commercial bank, trust company, or other entity duly qualified and legally authorized under the laws of the United States or any state to serve as paying agent and registrar for the bonds. Section 5.03. Maintaining Paying Agent/Registrar. At all times while any Bonds are outstanding, the Corporation will maintain a Paying AgentfRegistrar that is qualified under Section 5.02 of this Resolution. If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Corporation will promptly appoint a replacement. -14- Section 5.04. Termination. The Corporation reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the Corporation (i) giving notice of the termination of the appointment and of the Paying Agent/Registrar Agreement, stating the effective date of such termination, and (ii) appointing a successor Paying Agent/Registrar. Section 5.05. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Corporation will cause notice of the change to be sent to each Owner by United States mail, first class postage prepaid, at the address in the Register, stating the effective date of the change and the name of the replacement Paying Agent/Registrar and the mailing address of its principal payment office. Section 5.06. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Resolution and that it will perform the duties and functions of Paying Agent/Registrar prescribed hereby. Section 5.07. Delivery of Records to Successor. Ifa Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.01. Form Generally. (a) The Bonds, including the registration certificate of the Comptroller, the certificate of the Paying Agent/Registrar, and the assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Resolution, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Corporation or by the officers executing such Bonds, as evidenced by their execution thereofi (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds shall be typed, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof, except that the Initial Bond submitted to the Attorney General of Texas, the definitive Bonds delivered to DTC (or any successor securities depository) and any temporary Bonds may be typewritten or photocopied or otherwise produced. -15- Section 6.02. Form of Bonds. The form of Bonds, including the form of the registration certificate of the Comptroller, the form of certificate of the Paying Agent]Registrar, and the form of assignment appearing on the Bonds, shall be substantially as follows: (a) Form of Bond. REGISTERED REGISTERED No. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BOND SERIES 2003 INTEREST RATE: MATURITY DATE: August 15, 20__ ISSUE DATE: CUSIP June 15, 2003 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS City of Port Arthur Section 4A Economic Development Corporation (the "Corporation"), a non-profit industrial development corporation governed by Section 4A of Article 5190.6, Tex. Rev. Civ. Stat. Ann., as amended (the "Act"), in the State of Texas, for value received, hereby promises to pay to the registered owner identified above or registered assigns, on the maturity date specified above, upon presentation and surrender of this Bond at Wells Fargo Bank Texas, N.A. (the "Paying Agent/Registrar"), at its principal payment office in Minneapolis, Minnesota, the principal amount identified above, in any coin or currency of the United States of America which on the date of payment of such principal is legal tender for the payment of debts due the United States of America, and to pay interest on the unpaid principal amount hereof from the later of the Issue Date specified above or the most recent interest payment date to which interest has been paid or provided for at the per annum rate of interest specified above, calculated on the basis of a 360 day year of twelve 30 day months. Interest on this Bond is payable by check on February 15 and August 15, beginning on February 15, 2004, mailed to the registered owner as shown on the books of registration kept by the Paying Agent/Registrar as of the close of business on the last business day of the month preceding each interest payment date. This Bond is one of a series of bonds issued in the aggregate principal amount of $8,050,000 (herein referred to as the "Bonds"), issued pursuant to a certain Resolution of the Board of Directors of the Corporation (the "Resolution") for the purpose of paying costs of acquiring and constructing -16- projects to promote new and expanded business development and job creation and retention in the City, as authorized by the Act. This Bond and all the bonds of the series of which it is a part constitute special obligations of the City of Port Arthur Section 4A Economic Development Corporation and together with the additional parity bonds which the Corporation has reserved the right to issue are payable as to both principal and interest solely from a first lien on and pledge of the Pledged Revenues, as described in the Resolution, including sales tax revenues to be paid to the Corporation by the City of Port Arthur, Texas (the "City") from the economic development sales tax levied by the City pursuant to Section 4A of the Act. NEITHER THE STATE OF TEXAS, THE CITY, NOR ANY POLITICAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE OTHER THAN THE CORPORATION SHALL BE OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. The Corporation expressly reserves the right to issue additional sales tax revenue bonds on a parity with the bonds of this issue; provided, however, that any and all such additional bonds may be issued only in accordance with and subject to the covenants, conditions, limitations and restrictions relating thereto which are set out and contained in the Resolution, to which reference is hereby made for full particulars. The Corporation reserves the right to redeem the Bonds maturing on or after August 15, 2014, in whole or from time to time in part, in integral multiples of $5,000, on August 15, 2013, or any date thereafter at par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. Reference is made to the Resolution for complete details concerning the manner of redeeming the Bonds. THE BONDS maturing in the year 20__ (the "Term Bonds") are subject to mandatory redemption prior to maturity in the amounts and on the dates set out below, at a price equal to the principal amount to be redeemed plus accrued interest to the redemption date: -17- TERM BONDS MATURING IN THE YEAR 20 Mandator~ Redemption Principal Amount August 15, 20__ August 15, 20__ August 15, 20__ (maturity) The particular Term Bonds to be redeemed shall be selected by the Paying Agent/Registrar by lot or other customary random selection method, on or before January 15 of each year in which Term Bonds are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily redeemed in each year shall be reduced by the principal amount of such Term Bonds that have been acquired by the Corporation and delivered to the Paying Agent/Registrar for cancellation or have been optionally redeemed and which have not been made the basis for a previous reduction. Notice of any redemption shall be given at least thirty (30) days prior to the date fixed for redemption by first class mail, addressed to the registered owners of each Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Registrar. When Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the amounts so redeemed shall be payable solely bom the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. As provided in the Resolution, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the principal payment office of the Paying Agent/Registrar, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Corporation, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond is overdue, and neither the Corporation nor the Paying Agent/Registrar shall be affected by notice to the contrary. It is hereby certified and recited that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that the issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the pledge of the above-described revenues. -18- In wimess whereof, this Bond has been signed with the manual or facsimile signature of the Chairman and countersigned with the manual or facsimile signature of the Secretary, and the official seal of the Corporation has been duly impressed, or placed in facsimile, on this Bond. (AUTHENTICATION CERTIFICATE) (SEAL) CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION Chairman Secretary (b) Form of Registration Certificate. 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 (SEAL) (c) Comptroller of Public Accounts of the State of Texas Form of Paving Agent/Registrar's Authentication Certificate. AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Resolution described in the text of this Bond. Wells Fargo Bank Texas, N.A. By Authorized Signature Date of Authentication -19- (d) Form of Assignment. ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto (Please prim or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: The signature above must correspond to the name of the registered owner as shown on the face of this Bond in every particular, without any alteration, enlargement or change whatsoever. (e) The Initial Bond shall be in the form set forth in paragraphs (a), (b), and (d) of this Section, except for the following alterations: (i) 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 the word "CUSIP" deleted; (ii) in the first paragraph of the Bond, the words "on the maturity date specified above" and "at the per annum rate of interest specified above" shall be deleted and the following shall be inserted at the end of the first sentence "..., with such principal to be paid in installments on August 15 in each of the years and in the principal amounts identified in the following schedule and with such installments bearing interest at the per annum rates set forth in the following schedule: [Information to be inserted from schedule in Section 3.02(b)] -20- (iii) the Initial Bond shall be numbered I-1. Section 6.03. CUSIP Registration. The Corporation may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the Corporation nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. ARTICLE VII SALE OF THE BONDS; USE OF PROCEEDS Section 7.01. Sale of Bonds; Official Statement. (a) The sale and delivery of the Bonds to (the "Underwriter") at a price of par, plus a cash premium of $ , plus accrued interest thereon to the date of delivery, is hereby authorized, approved, ratified and confirmed, subject to the approving opinion as to the legality of the Bonds of the Attorney General of the State of Texas, and ofVinson & Elkins L.L.P., Houston, Texas, bond counsel. It is hereby found and declared that the Bonds were sold at public sale and that the bid of the Underwriter was the best bid received by the Corporation. (b) The Preliminary Official Statement for the Bonds (the "Preliminary Official Statement") is hereby approved, and the Preliminary Official Statement is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(l) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The use and distribution of the Preliminary Official Statement in the public offering of the Bonds is hereby ratified, approved and confirmed. (c) All officers of the Corporation are authorized to take such actions, to execute such documents, certificates and receipts and to make such elections pertaining to the tax-exempt status of the Bonds as they may deem necessary and appropriate in order to consummate the delivery of the Bonds. Section 7.02. Official Statement. The Corporation ratifies and confirms it prior approval of the form and content of the Preliminary Official Statement prepared in the initial offering and sale of the Bonds and hereby authorizes the preparation of a final Official Statement reflecting the terms of the Bond Purchase Agreement with the Underwriter and other relevant matters. The use of such Official Statement in the reoffering of the Bonds by the Underwriter is hereby approved and authorized. -21- Section 7.03. Control and Delivery of Bonds. (a) The Chairman is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the Underwriter subject to receipt by the Corporation of all amounts due to the Corporation under the terms of sale. Section 7.04 Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the Corporation, be applied as follows: (a) Accrued interest on the Bonds shall be deposited into the Debt Service Fund. (b) An amount equal to the Reserve Fund Requirement shall be deposited into the Reserve Fund. (c) All other proceeds of the Bonds shall be used for the purposes described in Section 3.01 of this Resolution and for paying the costs of issuance of the Bonds, with any remaining proceeds, including earnings on investment of such proceeds, being transferred to the Debt Service Fund. ARTICLE VIII SECURITY AND SOURCE OF PAYMENT FOR ALL PARITY BONDS Section 8.01: Pledge and Source of Payment. The Corporation hereby covenants and agrees that all Pledged Revenues shall be deposited and paid into the special funds established for Parity Bonds, as provided in this Resolution, and shall be applied in the manner set out herein, to provide for the payment of principal, interest and any redemption premium of the Parity Bonds and all expenses of paying, securing and insuring the same. The Parity Bonds constitute special obligations of the Corporation that are payable solely from, and equally and ratably secured by a first lien on, the Pledged Revenues, as collected and received by the Corporation, which Pledged Revenues are hereby pledged to the payment of the Parity Bonds and shall be set aside in the Debt Service Fund and Reserve Fund as hereinafter provided. The Parity Bonds shall be in all respects on a parity with and of equal dignity with one another. Section 8.02: Special Funds. (a) The following special funds are hereby established, and such funds shall be maintained and accounted for as hereinafter provided, so long as any Parity Bonds remain outstanding: (i) City of Port Arthur Section 4A Economic Development Corporation Sales Tax Revenue Fund (the "Revenue Fund"); -22- (ii) City of Port Arthur Section 4A Economic Development Corporation Sales Tax Revenue Bonds Debt Service Fund (the "Debt Service Fund"); and (iii) City of Port Arthur Section 4A Economic Development Corporation Sales Tax Revenue Bonds Reserve Fund (the "Reserve Fund"). (b) The Revenue Fund shall be maintained as a separate account on the books of the Corporation. (c) The Debt Service Fund and the Reserve Fund (i) shall be maintained at an official depository bank of the Corporation separate and apart from all other funds and accounts of the Corporation, (ii) shall constitute trust funds which shall be held in trust for the benefit of the Owners of the Parity Bonds, and (iii) the proceeds of which shall be and are hereby pledged to the payment of the Parity Bonds. All of the funds named above shall be used solely as provided in this Resolution so long as any Parity Bonds remain outstanding. Section 8.03: Flow of Funds. All Pledged Revenues shall be deposited upon receipt into the Revenue Fund. Money from time to time on deposit in the Revenue Fund shall be applied as follows in the following order of priority: (a) First, to make all deposits into the Debt Service Fund required by this Resolution and any resolution authorizing the issuance of Additional Bonds. (b) Second, to make all deposits into the Reserve Fund required by this Resolution and any resolution authorizing the issuance of Additional Bonds. (c) Third, to pay any amounts due to any bond insurer of Parity Bonds not paid pursuant to subsections (a) or (b) above. (d) Fourth, to pay any amounts due to any issuer of a Reserve Fund Surety Policy not paid pursuant to subsections (b) or (c) above. (e) Fifth, to pay administrative expenses of the Corporation. (f) Sixth, to pay any amounts due the City for economic development costs incurred on behalf of or pursuant to contracts with the Corporation. (g) Seventh, for any lawful purpose. Whenever the total amounts on deposit to the credit of the Debt Service Fund and the Reserve Fund shall be equivalent to the sum of the aggregate principal amount of all outstanding Parity Bonds plus the aggregate amount of all interest accrued and to accrue thereon, no further payments need be made into the Debt Service Fund or the Reserve Fund. -23- Section 8.04: Debt Service Fund. On or before the last Business Day of each month so long as any Parity Bonds remain outstanding, there shall be transferred into the Debt Service Fund from the Revenue Fund: (i) such amounts, in approximately equal monthly installments, as will be sufficient to accumulate the amount required to pay the interest scheduled to become due on the Parity Bonds on the next interest payment date; and (ii) such amounts, in approximately equal monthly installments, as will be sufficient to accumulate the amount required to pay the next maturing principal of the Parity Bonds, including the principal amounts of, and any redemption premium on, any Parity Bonds payable as a result of the exercise or operation of any optional or mandatory redemption provision contained in any resolution authorizing the issuance of Parity Bonds. Money deposited to the credit of the Debt Service Fund shall be used solely for the purpose of paying principal (at maturity or prior redemption or to purchase Parity Bonds issued as term bonds in the open market to be credited against mandatory redemption requirements), interest and any redemption premium on the Parity Bonds, plus all bank charges and other costs and expenses relating to such payment. The Paying Agent/Registrar shall destroy all paid Parity Bonds and shall provide the Corporation with appropriate certificates of destruction. Section 8.05: Reserve Fund. (a) Unless the Reserve Fund Requirement is funded from bond proceeds, on or before the last Business Day of each month so long as any Parity Bonds remain outstanding, and after making the transfers into the Debt Service Fund required in the preceding Section, there shall be transferred into the Reserve Fund from the Revenue Fund, in approximately equal monthly installments, amounts sufficient to accumulate within 36 months the Reserve Fund Requirement. Each increase in the Reserve Fund Requirement resulting from the issuance of Additional Bonds shall be accumulated within 36 months of the issuance of such bonds by making transfers from the Revenue Fund into the Reserve Fund in approximately equal monthly installments of amounts sufficient for such purpose. After the Reserve Fund Requirement has accumulated in the Reserve Fund and so long thereafter as the Reserve Fund contains the Reserve Fund Requirement, no further deposits shall be required to be made into the Reserve Fund, and any excess amounts may be transferred to the Revenue Fund. But if and whenever the balance in the Reserve Fund is reduced below the Reserve Fund Requirement, either due to a draw on the funds or reduction or cancellation of a Reserve Fund Surety Policy, the Corporation shall make deposits into the Reserve Fund from the first funds available for such purpose until the Reserve Fund again equals the Reserve Fund Requirement. The Reserve Fund shall be used to pay the principal of and interest on the Parity Bonds at any time when there is not sufficient money available in the Debt Service Fund for such purpose and to pay and retire the last Parity Bonds to mature or be redeemed. (b) The Corporation expressly reserves the right at any time to satisfy all or any part of the Reserve Fund Requirement by obtaining for the benefit of the Reserve Fund a Reserve Fund Surety Policy (as defined below). In the event the Corporation elects to substitute at any time a -24- Reserve Fund Surety Policy for any funded amounts in the Reserve Fund, it may apply any bond proceeds thereby released, including investment earnings on bond proceeds, to any purposes for which the bonds were issued and any other funds thereby released to any purposes for which such funds may lawfully be used, including the payment of debt service on the Parity Bonds. A Reserve Fund Surety Policy shall be an insurance policy or other credit agreement in a principal amount equal to the portion of the Reserve Fund Requirement to be satisfied and issued by a financial institution or insurance company with a rating for its long term unsecured debt or claims paying ability in the highest letter category by two major municipal securities evaluation sources. A Reserve Fund Surety Policy shall be for the pro rata benefit of all Parity Bonds. The premium for any such policy shall be paid from bond proceeds or other funds of the Corporation lawfully available for such purpose. Any Reserve Fund Surety Policy shall be authorized by resolution and submitted to the Attorney General for examination and approval. All surplus in the Reserve Fund in excess of the Reserve Fund Requirement may, at the option of the Corporation, be deposited in the Revenue Fund; provided, however, that bond proceeds deposited in the Reserve Fund and investment earnings on such proceeds, may only be used of the purposes for which the bonds were issued. Section 8.06: Deficiencies in Funds. If in any month there shall not be deposited into any Fund maintained pursuant to this Article the full amounts required herein, amounts equivalent to such deficiency shall be set apart and paid into such Fund or Funds from the first available and unallocated money in the Revenue Fund, and such payment shall be in addition to the amounts otherwise required to be paid into such Funds during the succeeding month or months. Section 8.07: Investment of Funds; Transfer of Investment Income. (a) Money in the Revenue Fund, the Debt Service Fund and the Reserve Fund may, at the option of the Corporation, be invested as permitted by law; provided that all such deposits and 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, and provided further that in no event shall such deposits or investments of money in the Reserve Fund mature later than the final maturity date of the Parity Bonds. Any obligation in which money is so invested shall be kept and held in the Fund from which the investment was made. All such investments shall be promptly sold when necessary to prevent any default in connection with the Parity Bonds. (b) All interest and income derived from such deposits and investments shall be credited as received to the Fund from which the investment was made. ARTICLE IX ADDITIONAL BONDS Section 9.01. Issuance of Superior Lien Obligations Prohibited. The Corporation hereby covenants that so long as any principal or interest pertaining to any Parity Bonds remain outstanding and unpaid, it will not authorize or issue obligations secured by a lien on or pledge of the Pledged Revenues superior to the lien securing the Parity Bonds. -25- Section 9.02. Issuance of Additional Bonds Authorized. In addition to the right to issue obligations of inferior lien, the Corporation reserves the fight to issue Additional Bonds 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; and the Bonds and Additional Bonds shall in all respects be of equal dignity. The Additional Bonds 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 Corporation is not then in default as to any covenant, condition or obligation prescribed in the resolution authorizing the issuance of the Bonds or any previously issued Additional Bonds. (b) Each of the funds created for the payment, security and benefit of the Parity Bonds contains the amount of money then required to be on deposit therein. (c) The Corporation has secured from a Certified Public Accountant ("CPA"), a certificate or report reflecting that for the Fiscal Year next preceding the date of the proposed Additional Bonds, or a consecutive 12- month period out of the 15-month period next preceding the month in which the resolution authorizing the proposed Additional Bonds is adopted, the Sales Tax Revenues were equal to at least 125% of the maximum annual principal and interest requirements on all Parity Bonds to be outstanding after the issuance of the proposed Additional Bonds, provided that, in the event of an increase in the rate of the Sales Tax that becomes effective prior to the date of the resolution authorizing the issuance of the Additional Bonds, such CPA certificate or report shall calculate the Sales Tax Revenues for the calculation period as if such increased rate were in effect during such period. (d) The Additional Bonds mature on, and interest is payable on, the same days of the year as the Bonds. (e) Parity Bonds may be refunded upon such terms and conditions as the Board may deem to be in the best interest of the Corporation; and if less than all outstanding Parity Bonds are refunded, the proposed refunding obligations shall be considered as "Additional Bonds" under the provisions of this Section, and the report or certificate required by paragraph (c) shall give effect to the issuance of the proposed refunding obligations and shall not give effect to the obligations being refunded. -26- ARTICLE X PARTICULAR REPRESENTATIONS AND COVENANTS Section 10.01. Pledged Revenues. (a) The Corporation represents and warrants that it is and will be authorized by applicable law and by its articles of incorporation and bylaws to authorize and issue the Bonds, to adopt this Resolution and to pledge the Pledged Revenues in the manner and to the extent provided in this Resolution, and that the Pledged Revenues are and will remain free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Resolution except as expressly provided herein for Additional Bonds. (b) The Bonds and the provisions of this Resolution are and will be the valid and legally enforceable obligations of the Corporation in accordance with the terms of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any applicable law affecting creditors rights generally. (c) The Corporation shall at all times, to the extent permitted by applicable law, defend, preserve and protect the pledge of the Pledged Revenues and all the rights of the Owners under this Resolution and the resolutions authorizing the issuance of any Additional Bonds, against all claims and demands of all persons whomsoever. (d) The Corporation will take, and use its best efforts to cause the City to take, all steps reasonably necessary and appropriate to collect the Sales Tax to the fullest extent permitted by the Act and other applicable law. Section 10.02. Accounts, Periodical Reports and Certificates. The Corporation shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the funds and accounts established by this Resolution and which, together with all other books and papers of the Corporation, shall at all times be subject to the inspection of the Owner or Owners of not less than 5% in principal amount of the Bonds then outstanding or their representatives duly authorized in writing. Section 10.03. General. The Directors and Officers of the Corporation shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the Corporation under the provisions of this Resolution. Section 10.04. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Debt Service Fund, money sufficient to pay the interest on and the principal of the Bonds, as applicable, when due. Section 10.05. Provisions Concerning Federal Income Tax Exclusion. (a) General. The Corporation intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations promulgated -27- thereunder (the "Regulations"). The Corporation covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in the gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the Corporation covenants and agrees to comply with each requirement of this Section; provided, however, that the Corporation shall not be required to comply with any particular requirement of this Section if the Corporation has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross federal income tax purposes of interest on the Bonds or if the Corporation has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section will satisfy the applicable requirements of the Code, in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Section. (b) No Private Use or Payment and No Private Loan Financing. The Corporation shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations. The Corporation covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from the proceeds of bonds or other obligations, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Bonds will not be "private activity bonds" within the meaning of section 141 of the Code and the Regulations. (c) No Federal Guaranty. The Corporation covenants and agrees not to take any action, or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code and the Regulations, except as permitted by section 149(b)(3) of the Code and the Regulations. (d) Bonds are not Hedge Bonds. The Corporation covenants and agrees not to take any action, or knowingly omit to take any action, and has not knowingly omitted and will not knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the Regulations. (e) No-Arbitrage Covenant. The Corporation shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the Corporation will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and the Regulations. Moreover, the Corporation covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the Regulations. -28- (f) Arbitrage Rebate. If the Corporation does not qualify for an exception to the requirements of section 148(0 of the Code, the Corporation will take all necessary steps to comply with the requirement that certain amounts earned by the Corporation on the investment of the "gross proceeds" of the Bonds (within the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the Corporation will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the Corporation allocable to other bond issues of the Corporation or moneys which do not represent gross proceeds of any bonds of the Corporation, (ii) calculate at such times as are required by the Regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under the Regulations, all amounts required to be rebated to the federal government. Further, the Corporation will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (g) Information Reporting. The Corporation covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and the Regulations. (h) Continuing Obligation. Notwithstanding any other provision of this Resolution, the Corporation's obligations under the covenants and provisions of this Section shall survive the defeasance and discharge of the Bonds. ARTICLE XI DEFAULT AND REMEDIES Section 11.01. Events of Default. Each of the following occurrences or events for the purpose of this Resolution is hereby declared to be an "Event of Default," to wit: (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 Corporation under this Resolution, and the continuation thereof for a period of 30 days after notice of such default is given by any Owner to the Corporation. Section 11.02. Remedies for Default. (a) Upon the happening of an Event of Default, then and in every case any Owner or an authorized representative thereof, including but not limited to, -29- a trustee or trustees therefor, may proceed against the Corporation for the purpose of protecting and enforcing the rights of the 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. (b) All such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then outstanding. Section 11.03. 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. ARTICLE XII DISCHARGE Section 12.01. Discharge by Deposit. The Corporation may discharge its obligation to the Owners of any or all of the Parity Bonds to pay principal, interest and redemption premium (if any) thereon in any manner then permitted by law, including by depositing with any paying agent for such Parity Bonds or with the State Treasurer of the State of Texas either: (i) cash in an amount equal to the principal amount and redemption premium, if any, of such Parity Bonds plus interest thereon to the date of maturity or redemption, or (ii) pursuant to an escrow or trust agreement, cash and/or securities of any type authorized by the laws of the State of Texas for a refunding escrow account, in principal amounts and maturities and bearing interest at rates sufficient to provide for the timely payment of the principal amount and redemption premium, if any, of such Parity Bonds plus interest thereon to the date of maturity or redemption; provided, however, that if any &such Parity Bonds are to be redeemed prior to their respective dates of maturity, provision shall have been made for giving notice of redemption as provided in the resolution authorizing such Parity Bonds. ARTICLE XIII CONTINUING DISCLOSURE UNDERTAKING Section 13.01. Definitions of Continuing Disclosure Terms. (a) As used in this Article, the following terms have the meanings assigned to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. -30- "NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. Section 13.02. Continuing Disclosure Undertaking. The Corporation qualifies for the small issuer exemption from Rule because the Corporation has less than $10,000,000 in aggregate amount of outstanding bonds (including the Bonds). (a) Financial Information and Operating Data. The Corporation shall provide financial information and operating data with respect to the Corporation which is customarily prepared by the Corporation and is publicly available, upon written request of any person. The information to be provided includes all quantitative financial information and operating data with respect to the Corporation of the general type included in the final Official Statement authorized by Section 7.01 of this Resolution under Tables numbered 1 through 4 and in Appendix B. The Corporation will update and provide this information with six months after the end of each fiscal year. If the Corporation changes its fiscal year, it will notify each NRMSIR and the SID of the change (and of the date of the new fiscal year end) prior to the next date by which the Corporation otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and the SID or filed with the SEC. (b) Material Event Notices. The Corporation shall notify the SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; -31- H. I. J. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; Modifications to rights of holders of the Bonds; Bond calls; Defeasances; Release, substitution, or sale of property securing repayment of the Bonds; and Rating changes. The Corporation shall notify the SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Corporation to provide financial information or operating data in accordance with Section 13.02(a) of this Resolution. (c) Limitations, Disclaimers, and Amendments. The Corporation shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Corporation remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Corporation in any event will give notice of any deposit made in accordance with Texas law that causes Bonds no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and the beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Corporation undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Corporation's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Corporation does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED 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. No default by the Corporation 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 Corporation under federal and state securities laws. -32- The provisions of this Article may be amended by the Corporation 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 Corporation, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Resolution that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (B) a person that is unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. The Corporation may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions 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 form lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Corporation so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 13.02 an explanation, in narrative form, of the masons for the amendment and of the impact of any change in the type of financial information or operating data so provided. -33- ADOPTED AND EFFECTIVE this 27th day of May, 2003. ATTEST: /si Chairman City of Port Arthur Section 4A Economic Development Corporation /s/ Secretary City of Port Arthur Section 4A Economic Development Corporation (SEAL) Approved as to Form City Attorney EDC Attorney James Wimberly Signature Page for Bond Resolution