Resolution 2005-03
RESOLUTION NO. 2005-03
A RESOLUTION OF THE CITY OF WYLIE, TEXAS APPROVING AND
AUTHORIZING THE EXECUTION OF A PROJECT CONTRACT WITH
THE WYLIE PARK AND RECREATION FACILITIES DEVELOPMENT
CORPORATION.
WHEREAS, the City Council of the City of Wylie, Texas (the "City"), has determined that
certificates of obligation should be issued under and pursuant to the provisions of V.T.C.A.,
Local Government Code, Subchapter C of Chapter 271, for the purpose of paying contractual
obligations to be incurred for the purchase of land for a City municipal government complex and
City recreational facilities (the "Project"); and
WHEREAS, the Board of Directors of the Wylie Park and Recreation Facilities
Development Corporation (the "Corporation") has agreed to pay a portion of the costs of such
Project by remitting to the City from the receipts from the local sales and use taxes received by
the Corporation; and
WHEREAS, a Project Contract by and between the Corporation and the City
(substantially in the form and content attached hereto as Exhibit A) has been submitted to the
City Council for approval and execution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WYLIE, TEXAS: The Project Contract by and between the Corporation and the City
(substantially in the form and content of Exhibit A attached hereto and incorporated herein by
reference as a part hereof for all purposes) is hereby approved, and the Mayor and City
Secretary are hereby authorized and directed to execute and deliver such Project Contract for
and on behalf of the City and as the act and deed of this Council.
DULY PASSED AND ADOPTED, this 11th day of January, 2004.
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Resolution 2005-03(R)
Wylie Park and Recreation Facilities Dev. Corp.
Exhibit A
Resolution No. 2005-03 (R)
Wylie Park and Recreation Facilities Dev. Corp.
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PROJECT CONTRACT
THIS PROJECT CONTRACT ("Contract") executed by and between the City of Wylie,
Texas ("City"), a home rule municipality created, existing and organized under the laws of the
State of Texas and the City's home rule charter and the Wylie Park And Recreation Facilities
Development Corporation ("Corporation"), a nonprofit corporation created and organized under
the laws of the State of Texas, particularly Section 4B of the Development Corporation Act of
1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended.
WITNESSETH
WHEREAS, in accordance with the provisions of Section 4B of the Development
Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes (the "Act"), as amended,
an election was duly held and conducted in the City on the 15th day of January, 1994, to submit
a proposition to the voters of the City on the question of the adoption of a sales and use tax
within the City at a rate of one-half of one percent for the purpose of promoting economic
development by funding parks, park facilities, recreational programs and other park and
recreation related expenses in accordance with the Act; and
WHEREAS, the proposition submitted to the voters of the City at said election was duly
approved, and thereafter the City created the Corporation as authorized by the Act; and a
certificate of incorporation for the Corporation was issued by the Secretary of State of Texas;
and
WHEREAS, the Act provides that the receipts received from the collection of the local
sales and use tax of one-half cent ("Sales Tax") for the benefit of the Corporation may be used
to pay the costs of "projects" described in Subsection (a) of Section 4B of the Act which include
land, buildings, equipment, facilities and improvements found by the Board of Directors of the
Corporation to "be required or suitable for use for professional and amateur (including
children's) sports, athletic, entertainment, tourist, convention and public park purposes and
events, including stadiums, ballparks, auditoriums, amphitheaters, concert halls, learning
centers, parks and park facilities, open space improvements, museums, exhibition facilities, and
related store, restaurant, concession, and automobile parking facilities; related area
transporation facilities and related roads, streets, and water and sewer facilities and other
related improvements that enhance any such items"; and
WHEREAS, City Council of the City and Board of Directors of the Corporation have
determined to undertake a project to include, among other things, the purchase of land for City
recreational facilities (the "Project"); and
WHEREAS, after considering the options available to finance the costs of the Project,
the City and Corporation have further determined that the best and most cost effective manner
to finance the costs of said improvements would be for the City to issue certificates of
obligations secured in part from the City's ad valorem taxing authority and with the
understanding and agreement of the Corporation to help pay the costs of such Project by
remitting to the City from the receipts from the Sales Tax amounts to be applied to the payment
of the principal of and interest on the certificates of obligation to be issued by the City to finance
Project costs as the same shall become due and payable;
NOW, THEREFORE, in consideration of the covenants and agreements herein made,
and subject to the conditions herein set forth, the City and the Corporation agree as follows:
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Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and
expressions used in this Contract, unless the context shows clearly otherwise, shall have
meanings set forth herein, including terms defined in the preambles hereto, which preambles
are incorporated herein and made a part hereof for all purposes.
Section 2. FINANCING OF PROJECT. The parties agree and understand the costs of
Project are to be paid from the proceeds received from the sale of certificates of obligation
authorized to be issued and sold by the City on the 11th day of January, 2005 in a principal
amount not to exceed $6,350,000 ("Obligations").
Section 3. OBLIGATION OF THE CORPORATION. The Corporation agrees to pay to
the City a portion of the principal of and interest on the Obligations as the same shall become
due and payable. As soon as possible following the issuance and sale of the Obligations, the
City shall furnish the Corporation a debt retirement schedule for such Obligations. On or about
45 days prior to the next succeeding interest payment date for the Obligations, the City will
notify the Corporation of the amount due from the Corporation on such interest payment date,
taking into account any other funds which the City has allocated to the payment of such debt
retirement. Upon being furnished with such notice, the Corporation agrees to pay to the City on
or before the 30th day preceding such interest payment date, the amount so indicated in the
notice from the City.
The Corporation further agrees the payments due hereunder to the City for the payment
of the debt service on the Obligations will be incorporated and included the Corporation's
annual budget, as adopted or amended, and the City shall be entitled to a claim on and right to
the amounts budgeted each year for the payment of the debt service requirements on the
Obligations.
Section 4. OBLIGATION OF THE CITY. The City shall own the Project and shall be
solely responsible for the maintenance of the Project and the payment of the Obligations, and
the Corporation shall have no liability with respect to the operation or maintenance of the Project
or the Obligations other than to make the payments to the City herein contemplated from the
Corporation's receipts from the Sales Tax levied and allocated for the Corporation's benefit.
Section 5. FORCE MAJEURE. If, by reason of Force Majeure, either party hereto shall
be rendered unable wholly or in part to carry out its obligations under this Contract, then such
party shall give notice and full particulars of such Force Majeure in writing to the other party
within a reasonable time after occurrence of the event or cause relied upon, and the obligation
of the party giving such notice, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of the inability then claimed, except as hereinafter provided,
but for no longer period, and any such party shall endeavor to remove or overcome such
inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean
acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of
any kind of the Government of the United States or the State of Texas or any civil or military
authority, insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes,
storms, floods, washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other
causes not reasonably within the control of the party claiming such inability. It is understood
and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of
the party having the difficulty, and that the above requirement that any Force Majeure shall be
remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by
acceding to the demands of the opposing party or parties when such settlement is unfavorable
45556187.1
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to it in the judgment of the party having the difficulty. It is specifically excepted and provided,
however, that in no event shall any Force Majeure relieve the City of its obligation to transfer
Sales Tax revenues to the Corporation as required under the Act.
Section 6. REGULATORY BODIES. This Contract shall be subject to all valid rules,
regulations, and laws applicable thereto passed or promulgated by the United States of
America, the State of Texas, or any governmental body or agency having lawful jurisdiction or
any authorized representative or agency of any of them.
Section 7. TERM OF CONTRACT. That the term of this Contract shall be for the period
during which the Obligations are Outstanding.
IN WITNESS WHEREOF, the Corporation and the City, acting under authority of their
respective governing bodies have caused this Contract to be duly executed in several
counterparts, each of which shall constitute an original, all as of the _ day of
2005, which is the date of this Contract.
WYLIE PARK AND RECREATION
FACILITIES DEVELOPMENT CORPORATION
CITY OF WYLIE, TEXAS
By
President, Board of Directors
By
Mayor
ATTEST:
ATTEST:
Secretary, Board of Directors
City Secretary
(Corporate Seal)
(City Seal)
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