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Home My WebLink AboutOrdinance - 2008-O0041 Part 3 - Part 3 Vintage Township Public Improvement And Special Assessment Revenue Bonds - 05/13/2008") Dallas I 404395v. l PART3 TRANSCRIPT OF PROCEEDINGS RELATINGTO VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS SERIES 2008A AND 20088 (Lubbock, Texas) VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION (VINT AGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SPECIAL REVENUE BONDS SERIES 2008A AND 20088 Delivered: May 13, 2008 Vinson&Elkins ATTORNEYS AT LAW VINSON & ELKINS L.L.P. 3700 TRAMMELL CROW CENTER 2001 ROSS AVENUE DALLAS, TEXAS 75201-2975 -, ) FEDERAL TAX CERTIF1CATE I, the undersigned officer of the Vintage Township Public Facilities Corporation (the "Corporation"), make this certification for the benefit of all persons interested in the exclusion from gross income for federal income tax purposes of the interest to be paid on the Corporation's Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A (the "Series 2008A Bonds'') and the Corporation's Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B (the "Series 2008B Bonds and, collectively with the Series 2008A Bonds, the "Bonds") which are being issued and delivered simultaneously with the delivery of this Federal Tax Certificate (this "Certificate"). I do hereby certify as follows in good faith as of the date hereof (the "Issue Date"): 1. Definitions. Each capitalized term used in this Certificate has the meaning or is the amount, as the case may be, specified for such term in this Certificate or in Exhibits to this Certificate and shall for all purposes hereof have the meaning or be the amount therein specified. All such tenns defined in the Code or Regulations shall for all purposes hereof have the same meanings as given to those terms in the Code and Regulations unless the context clearly requires otherwise. 2. Responsible Officer. I am the duly chosen, qualified and acting officer of the Corporation for the office shown below my signature; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this Certificate on behalf of the Corporation. I am the officer of the Corporation charged, along with other officers of the Corporation, with responsibility for issuing the Bonds. 3. Code and Regulations. I am aware of the provisions of sections 141, 148, 149 and 150 of the Intern.al Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations (the "Regulations") heretofore promulgated under sections 141, 148, 149 and 150 of the Code. This Certificate is being executed and delivered pursuant to sections 1.141-1 through 1.141-15, 1.148-0 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(g)-1, 1.150-1 and 1.150-2 of the Regulations. 4. Reasonable Expectations. The facts and estimates that are set forth in this Certificate are accurate. The expectations that are set forth in this Certificate are reasonable in light of such facts and estimates. There are no other facts or estimates that would materially change such expectations. In connection with this Certificate, the undersigned has to the extent necessary reviewed the certifications set forth herein with other representatives of the Corporation as to such accuracy and reasonableness. The undersigned has also relied, to the extent appropriate, on representations set forth in the Issue Price Certificate of Banc of America Securities LLC (the "Underwriters"), attached as Exhibit A to this Certificate. The undersigned is aware of no fact, estimate or circumstance that would create any doubt regarding the accuracy or reasonableness of all or any portion of such documents. 5. Description of Governmental Purpose. The Corporation is issuing the Bonds pursuant to the Trust Indenture (the "Indenture"), dated May 1, 2008, by and between the Corporation and The Bank of New York Trust Company, N.A. authorizing the issuance of the Bonds (the "Bond Document") for the purposes of purchasing the Vintage Township Public Austin 978792v. l ) Improvement District Special Assessment Revenue Bonds, Series 2008A (the "Series 2008A City Bonds") issued by the City of Lubboc~ Texas (the "City"') and the Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (the "Series 2008B City Bonds" and, collectively with the Series 2008A City Bonds, the "City Bonds") issued by the City. The City Bonds (and indirectly the Bonds) were issued to pay the costs of the Project as described more fully in the Limited Offering Memorandum prepared in connection with the offering of the Bonds. The primary purpose of each transaction undertaken in connection with the issuance of the Bonds is a bona fide governmental purpose. The Project is described as follows: (a) to finance the design and construction of community amenities and infrastructure benefiting a portion of the Vintage Township Public Improvement District and (b) to pay capitalized interest on the Bonds. 6. Amount and Expenditure of Sale Proceeds of the Bonds. (a) Amount of Sale Proceeds . The Sale Proceeds of the Series 2008A Bonds is $2,193,000.00, based on the amount set forth on Exhibit A hereto. The Sales Proceeds of the Series 2008B Bonds is $1,279,000. The Sale Proceeds of the Bonds represent the Stated Redemption Price at Maturity of the respective series of Bonds. No portion of the purchase price of any of the Bonds is provided by the issuance of any other issue of obligations. (b) Expenditure of Sale Proceeds. The Sale Proceeds of the Series 2008A Bonds will be deposited to the Series 2008A Clearance Account and used to purchase the Series 2008A City Bonds. The Sale Proceeds of the Series 20088 Bonds will be deposited to the Series 2008B Clearance Account and used to purchase the Series 20088 City Bonds. The Corporoation intends to hold the City Bonds for investment purposes and not in the capacity of bondhouse, broker, dealer, or similar person or organization acting in the capacity of underwriter or wholesaler and the City Bonds are not being offered to the public and are not being issued in exchange for property. (c) Reimbursement. Other than the amount of(i) the lesser of (A) $100,000 or (B) 5 percent of the proceeds of the issue and (ii) preliminary expenditures (i.e., architectural, engineering, surveying, soil testing, Bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of the Project, other than land acquisition, site preparation, and similar costs incident to commencement of construction) not in excess of 20 percent of the Issue Price, no portion of the amount described in the Amount and Expenditure of Sale Proceeds of the Bonds -Expenditure of Sale Proceeds subparagraph above will be disbursed to reimburse the Corporation for any expenditures made by the Corporation prior to the date that is 60 days before the Issue Date. (d) No Working Capital. Except for an amount that does not exceed 5 percent of the Sale Proceeds of the Bonds (and that is directly related to capital expenditures financed by the Bonds), the Corporation will only expend proceeds of the Bonds for (i) costs that would be chargeable to the capital accounts of the Project if the Corporation's income were subject to federal income taxation and (ii) interest on the Bonds in an amount that does not cause the aggregate amount of interest paid on all of the Bonds to exceed that amount of interest on the Bonds that is attributable to the period that commences on the date hereof and ends on the later of (A) the date that is three years from the Issue Date of the Bonds or (B) the date that is one year -2- Austin 978792v.1 '\ after the date on which the Project is placed in service; and/or (iii) fees for a qualified guarantee of the Bonds or payment for a qualified hedge on the Bonds. (e) No Overissuance. The proceeds of the Bonds will not exceed by more than a minor portion (as defined in the Minor Portion and Yield Reduction Payments paragraph below) the amount necessary to accomplish the governmental purposes of the Bonds and, in fact, are not expected to exceed by any amount the amount of proceeds allocated to expenditures for the governmental purposes of the Bonds. (f) Allocations and Accounting. The proceeds of the Bonds will be allocated to expenditures not later than 18 months after the later of the date the expenditure is made or the date the Project is placed in service, but in no event later than the date that is 60 days after the fifth anniversary of the date hereof or the retirement of the last Bond, if earlier. The allocation of proceeds will be made by consistently employing the direct-tracing method of accounting. No proceeds of the Bonds will be allocated to any expenditure to which proceeds of any other obligations have heretofore been allocated. The Corporation will maintain records and documentation regarding the allocation of expenditures to proceeds of the Bonds and the investment of gross proceeds of the Bonds for at least six years after the close of the final calendar year during which any Bond is outstanding. 7. Pre-Issuance Accrued Interest. There is no pre-issuance accrued interest on the Bonds. 8. Expenditure of Investment Proceeds. All of the proceeds of the Bonds will be expended on the Issue Date to purchase the City Bonds. Therefore, the Corporation does not expect any Investment Proceeds. 9. No Replacement Proceeds. Other than amounts described herein, there are no amounts that have a sufficiently direct nexus to the Bonds or to the governmental purposes of the Bonds, other than solely by reason of the mere availability or preliminary earmarking. that the amounts would have been used for such purpose if the proceeds of the Bonds were not used or to be used for such purpose. (a) No Sinking Funds. Other than to the extent described herein, there is no debt service Fund, redemption fund, reserve fund, replacement fund, or similar fund reasonably expected to be used directly or indirectly to pay principal or interest on the Bonds. (b) No Pledged Funds. Other than amounts described herein. there is no amount that is directly or indirectly pledged to pay principal or interest on the Bonds, or to a guarantor of part or all of the Bonds, such that such pledge provides reasonable assurance that such amount will be available to pay principal or interest on the Bonds if the Corporation encounters financial difficulty. For purposes of this certification, an amount is treated as so pledged if it is held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of the holders or the guarantor of the Bonds. (c) No Other Replacement Proceeds. There are no other replacement proceeds allocable to the Bonds because the Corporation reasonably expects that the tenn of the Bonds will not be longer than is reasonably necessary for the governmental purposes of the Bonds. The -3- Austin 978792v. I Bonds would be issued to achieve the governmental purpose of the Bonds independent of any arbitrage benefit as evidenced by the expectation that the Bonds reasonably would have been issued if the interest on the Bonds were not excludable from gross income (assuming that the hypothetical taxable interest rate would be the same as the actual tax-exempt interest rate). (d) Weighted Average Economic Life. The Weighted Average Maturity of the Bonds will not be greater than 120 percent of the weighted average estimated economic life of the portion of the Project financed, determined in accordance with section 147(b) of the Code. Such weighted average estimated economic life is detennined in accordance with the following assumptions: (a) The weighted average was detennined by taking into account the respective costs of each asset financed by the Bonds, (b) the reasonably expected economic life of an asset was determined as of the later of the date hereof or the date on which such asset is expected to be placed in service (i.e., available for use for the intended purposes of such asset); (c) the economic lives used in making this determination are not greater than the useful lives used for depreciation under section 167 of the Code prior to the enactment of the current system of depreciation in effect under section 168 of the Code (i.e., the "mid-point lives11) under the asset depreciation range ("ADR") system of section 167(m) of the Code, as set forth in Revenue Procedure 83-35, 1983-1 C.B. 745, where applicable. and the "guideline lives" under Revenue Procedure 62-21, 1962-2 C.B. 418, in the case of structures; and (d) land or any interest therein has not been taken into account in determining the average reasonably expected economic life of such Project, unless 25 percent or more of the net proceeds of the Bonds is to be used to finance land. (e) Yield on the Bonds. For the purposes of this Certificate, the Yield on the Bonds is the discount rate that, when used in computing the present value as of the Issue Date of the Bonds, of all unconditionally payable payments of principal and interest on the Bonds, produces an amount equal to the present value, using the same discount rate, of the aggregate issue price of the Bonds as of the Issue Date. For purposes of determining the yield on the Bonds, the issue price of the Bonds is the sum of the issue prices for each group of substantially identical Bonds, plus Pre-Issuance Accrued Interest. For each group of substantially identical Bonds, the issue price is the first price at which a substantial amount (i.e., ten percent) is sold to the public ( excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters and wholesalers). The issue price is based upon the representations of the Underwriters set forth in Exhibit A hereto. No Underwriters' discount, issuance costs, or costs of carrying or repaying the Bonds is taken into account for purposes of computing the yield on the Bonds. The Bonds are subject to mandatory redemption and the yield on the Bonds is calculated by treating the outstanding stated principal amounts payable on the mandatory redemption dates as payments on such dates because the Underwriters have represented that the stated redemption price at maturity of the Bonds does not exceed the issue price of the Tenn Bonds by more than one-fourth of one percent multiplied by the product of the stated redemption price at maturity and the number of years to the date of the weighted average maturity ( determined by taking into account the mandatory redemption schedule) of such Bonds. The Yield on the Bonds is calculated in the manner set forth above. As described in the Issue paragraph below, the Series 2008A Bonds and the Series 2008B Bonds are being treated as -4- Austin 978792v. l separate issues. Therefore, the Yield on the Series 2008A Bonds and the Series 2008B Bonds will be computed separately. The Corporation has not entered into a hedging transaction with respect to the Bonds. The Corporation will not enter into a hedging transaction with respect to the Bonds unless there is first received an opinion of nationally recognized bond counsel to the effect that such hedging transaction will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. I 0. Funds. Pursuant to the Indenture, the following funds and accounts have been created: the Bond Fund (with the 2008A Bond Payment Account, the 2008B Bond Payment Account, the Redemption Fund (with the 2008A Redemption Account and the 2008B Redemption Account therein), the Bond Proceeds Clearance Fund (with the 2008A Bond Proceeds Clearance Account and the 2008B Bond Proceeds Clearance Account therein) the Rebate Fund (with the Series 2008A Rebate Account and the Series 2008B Rebate Account therein). (a) Bond Fund. Amounts on deposit in the Bond Fund will be used for the purposes and in the order set forth in Section 6.3 of the Indenture. Amounts deposited in the 2008A Bond Payment Account will originate from debt service payments made on the Series 2008A City Bonds and amounts deposited in the 2008B Bond Payment Account will originate from debt service payments made on the Series 2008B City Bonds, and such amounts will be maintained separate and apart from each other and not commingled. The Bond Fund will be used primarily to achieve a proper matching of revenues and debt service on the Bonds within each bond year. (b) Redemption Fund. Amounts on deposit in the Redemption Fund will be used for the purposes set forth in Section 6.4 of the Indenture. The Redemption Fund will be used primarily to achieve a proper matching of payments received by the Corporation from the City for the City Bonds and debt service on the Bonds within each bond year. Such amounts in the Redemption Fund will be invested at an unrestricted yield because such amounts will be expended within 13 months of the date such amounts are received and deposited into the Redemption Fund. Any amounts in the Redemption Fund held for longer than 13 months will be invested in obligations the yield on which is not in excess of the yield on the applicable series of Bonds, except as set forth in the Minor Portion paragraph below. (c) Bond Purchase Clearance Fund. Amounts on deposit in the Bond Purchase Clearance Fund will be used for the purpose set for in Section 6.2(a) of the Indenture. Such amount will not be invested. ( d) Rebate Fund. Pursuant to the Indenture, the Rebate Fund will be used in the event the Corporation is required to pay rebatable arbitrage earnings to the federal government, as described in the Compliance with Rebate Requirements paragraph below. The Indenture provides that amounts on deposit in the Rebate Fund are not subject to the lien of the Indenture; accordingly, there is no assurance that amounts on deposit, if any, in the Rebate Fund will be available to pay debt service on the Bonds. -5- Austin 978792v. l ' 11. Minor Portion and Yield Reduction Payments. All gross proceeds will be invested in accordance with the Temporary Periods and Yield Restriction paragraph and the Funds paragraph above. To the extent such amounts remain on hand following the periods set forth in the Temporary Periods and Yield Restriction paragraph and the Funds paragraph above or exceed the limits set forth in the Fwids paragraph above, the Corporation will invest such amounts at a restricted yield as set forth in such paragraphs; provided, however, that a portion of such amounts, not to exceed in the aggregate the lesser of $100,000 or five percent of the sale proceeds of the Bonds (the "Minor Portion"), may be invested at a yield which is higher than the Yield on the Bonds and, provided further, that the Corporation may satisfy the yield restriction requirements by making yield restriction payments to the federal government in accordance with Section 1.148-S(c) of the Regulations. 12. Issue. There are no other obligations that (a) are sold at substantially the same time as the Bonds (i.e., less than 15 days apart), (b) are sold pursuant to the same plan of financing with the Bonds, and (c) will be paid out of substantially the same source of funds as the Bonds. The Series 2008A Bonds and the Series 2008B bonds have been treated as separate issues because each series of the Bonds are reasonably expected to be payable from a distinct source of funds (i.e., the Series 2008A Bonds will be paid from debt service payments received on the City 2008A Bonds and the Series 2008B Bonds will be paid from debt service payments received on the City 2008B Bonds). 13. Compliance With Rebate Requirements. The Corporation has covenanted in the Bond Document that it will take all necessary steps to comply with the requirement that "rebatable arbitrage earnings" on the investment of the "gross proceeds" of the Bonds, within the meaning of section 148(f) of the Code be rebated to the federal government. Specifically, the Corporation will (a) maintain records regarding the investment of the "gross proceeds" of the Bonds as may be required to calculate such "rebatable arbitrage earnings" separately from records of amowits on deposit in the funds and accounts of the Corporation which are allocable to other bond issues of the Corporation or moneys which do not represent "gross proceeds" of any bonds of the Corporation, (b) calculate at such intervals as may be required by applicable Regulations, the amount of "rebatable arbitrage earnings," if any, earned from the investment of the "gross proceeds" of the Bonds and (c) pay, not less often than every fifth anniversary date of the delivery of the Bonds and within 60 days following the final maturity of the Bonds, or on such other dates required or permitted by applicable Regulations, all amowits required to be rebated to the federal government. The Corporation will maintain a copy of any such calculations, and all documentation necessary to produce such calculations or necessary to establish qualification for an exemption from the need to produce such calculations, for at least six years after the close of the final calendar year during which any Bond is outstanding. 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 amowit 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. -6- Austin 978792v.1 14. Not an Abusive Transaction. (a) General. No action taken in connection with the issuance of the Bonds will enable the Corporation to (i) exploit, other than during an allowable temporary period, the difference between tax-exempt and taxable interest rates to obtain a material financial advantage (including as a result of an investment of any portion of the gross proceeds of the Bonds over any period of time, notwithstanding that, in the aggregate, the gross proceeds of the Bonds are not invested in higher yielding investments over the term of the Bonds), and (ii) issue more bonds, issue bonds earlier, or allow bonds to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purposes of the Bonds. To the best of our knowledge, no actions have been taken in connection with the issuance of the Bonds other than actions that would have been taken to accomplish the governmental purposes of the Bonds if the interest on the Bonds were not excludable from gross income for federal income tax purposes ( assuming the hypothetical taxable interest rate would be the same as the actual tax-exempt interest rate on the Bonds). (b) No Sinking Fund. No portion of the Bonds has a term that has been lengthened primarily for the purpose of creating a sinking fund or similar fund with respect to the Bonds. (c) No Window. No portion of the Bonds has been structured with maturity dates the primary purpose of which is to make available released revenues that will enable the Corporation to avoid transferred proceeds or to make available revenues that may be invested to be ultimately used to pay debt service on another issue of obligations. 15. No Arbitrage. On the basis of the foregoing facts, estimates and circumstances, it is expected that the gross proceeds of the Bonds will not be used in a manner that would cause any of the Bonds to be an "arbitrage bond" within the meaning of section 148 of the Code and the Regulations. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change such expectations. 16. No Private Use, Payments or Loan Financing. (a) General. The Corporation reasonably expects, as of the date hereof, that no action or event during the entire stated term of the Bonds will cause either the "private business tests" or the "private loan financing test," as such terms are defined in the Regulations, to be met. (i) The aggregate portion of the proceeds of the Bonds treated as used in a trade or business of a nongovernmental person will not exceed $15,000,000. For purposes of determining use, the Corporation will apply rules set forth in applicable Regulations and Revenue Procedures promulgated by the Internal Revenue Service, including, among others, the following rules: (A) Any activity carried on by a person other than a natural person or a state or local governmental unit will be treated as a trade or business of a nongovernmental person; (B) the use of all or any portion of the Project is treated as the direct use of proceeds; (C) a nongovernmental person will be treated as a private business user of proceeds of the Bonds as a result of ownership, actual or beneficial use pursuant to a lease, or a management or incentive payment contract, or certain other arrangements such as a take-or-pay or other output-type contract; and (D) -7- Austin 978792v. I the private business use test is met if a nongovernmental person has special legal entitlements to use directly or indirectly the Project. (ii) The Corporation has not taken and will not take any deliberate action that would cause or permit the use of any portion of the Project to change such that such portion will be deemed to be used in the trade or business of a nongovernmental person for so long as any of the Bonds remains outstanding ( or until an opinion of nationally recognized bond counsel is received to the effect th.at such change in use will not adversely affect the excludability from gross income for federal income tax purposes of interest payable on the Bonds). For this purpose, any action within the control of the Corporation is treated as a deliberate action. A deliberate action occurs on the date the Corporation enters into a binding contract with a nongovenunental person for use of the Project that is not subject to any material contingencies. (b) Dispositions of Personal Property in the Ordinary Course. The Corporation does not reasonably expect that it will sell or otherwise dispose of personal property components of the Project financed with the Bonds other than in the ordinary course of an established governmental program that satisfies the following requirements: (i) The weighted average maturity of the portion of the Bonds financing personal property is not greater than 120 percent of the reasonably expected actual use of such personal property for governmental purposes; (ii) The reasonably expected fair market value of such personal property on the date of disposition will be not greater than 25 percent of its cost; (iii) Such personal property will no longer be suitable for its governmental purposes on the date of disposition; and (iv) The Corporation is required to deposit amounts received from such disposition in a commingled fund with substantial tax or other governmental revenues and the Corporation reasonably expects to spend such amounts on governmental programs within 6 months from the date of commingling. Furthermore, the Corporation will not sell or otherwise dispose of all or any portion of the Project in circumstances in which the foregoing requirements are not satisfied unless it has received an opinion of nationally recognized bond counsel to the effect that such disposition will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. (c) Other Agreements. The Corporation will not enter into any agreement with any nongovernmental person regarding the use of all or any portion of the Project during the stated term of the Bonds unless it has received in each and every case an opinion of nationally recognized bond counsel to the effect that such agreement will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. 17. Weighte<l Average Maturity. The Weighted Average Maturity of the Bonds set forth on Exhibit B attached to this Certificate is the sum of the products of the issue price of each -8- Austin 978792v. l group of identical Bonds and the number of years to maturity ( detennined separately for each group of identical Bonds and talcing into account mandatory redemptions), divided by the aggregate Sale Proceeds of the Bonds. 18. Record Retention. The Corporation will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Bonds until six years after the last Bond is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the Corporation to retrieve and reproduce such books and records in the event of an examination of the Bonds by the Internal Revenue Service. 19. Bonds are Not Hedge Bonds. Not more than SO percent of the proceeds of the Bonds will be invested in nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of section 149(g)(3)(A)(ii) of the Code. Further, the Corporation reasonably expects that at least 85 percent of the spendable proceeds of the Bonds will be used to cany out the governmental purposes of the Bonds within the three-year period beginning on the date the Bonds are issued. [EXECUTION PAGE FOLLOWS] -9- Austin 978792v.1 EXECUTED as oftbis 13th day of May, 2008. VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION ) ) Attachments: Exhibit A: Issue Price Certificate ) ., .., Signature page to Federal Tax CertificatfJ EXHIBIT A ISSUE PRICE CERTIFICATE I, the undersigned officer of the Underwriters, make this certification for the benefit of all persons interested in the exclusion from gross income for federal income tax purposes of the interest on the Bonds: Each capitalized term used herein has the meaning or is the amount, as the case may be, specified for such term in the Federal Tax Certificate to which this Exhibit A is attached (the "Federal Tax Certificate"). I hereby certify as follows in good faith as of the Issue Date: 1. I am the duly chosen, qualified and acting officer of the Underwriters for the office shown below my signature; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this certificate on behalf of the Underwriters. I am the officer of the Underwriters charged, along with other officers of the Underwriters, with responsibility for the Bonds. 2. The Underwriters have made a bona fide public offering to the public of the Bonds at the issue prices to the public set out on the inside cover of the Limited Offering Memorandum dated April 24, 2008 prepared in connection with the offering of the Bonds (the .. Official Statement"). The issue prices set forth on the inside cover of the Official Statement were determined on the date the Bonds were purchased by the Underwriters based on the reasonable expectations regarding the initial public offering prices. The issue price for each maturity of the Bonds, represents the first price (including original issue premium and discount and accrued interest to the Issue Date only) of the Bonds at which a substantial amount (at least 10 percent) of each such maturity was sold to the public. The aggregate of such issue prices of all of the Series 2008A Bonds is $2,193,000 (the "2008B Issue Price") and the aggregate of such issue prices of all of the Series 2008B Bonds is $1,279,000 (the ''2008A Issue Price"). The initial public offering price described above does not exceed the fair market value for the Bonds on the sale date. The term "public," as used herein, does not include bondhouses, brokers, dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers. The term "sale date," as used herein, means the first day on which there is a binding contract in writing for the sale or exchange of the bond. 2. The yield on the Series 2008A Bonds, based on the Issue Price for such series of bonds is not less than 7.3761 percent. The yield on the Series 2008B Bonds, based on the Issue Price for such series of bonds is not less than 7.3761 percent. For purposes of this certificate, the term "yield" means that yield which is computed as described in the Yield on the Bonds paragraph of the Federal Tax Certificate. 3. The Bank computed the Weighted Average Maturity of the Series 2008A Bonds to be 23.3874 years and the Weighted Average Maturity of the Series 2008B Bonds to be 23.3286 years, as set forth in the Weighted Average Maturity paragraph of the Federal Tax Certificate. 4. To the best of my knowledge the statements set forth in the Not an Abusive Transaction paragraph of the Federal Tax Certificate are true. Exhibit A-I Austin 978792v. l ) ) ) ) 5. The Corporation may rely on the statements made herein in connection with making the representations set forth in the Federal Tax Certificate and in its efforts to comply with the conditions imposed by the Code on the exclusion of interest on the Bonds from the gross income of their owners. Vinson & Elkins L.L.P. also may rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. [EXECUTION PAGE FOLLOWS] Exhibit A-2 Austin 978792v.1 ) EXECUTED as of this 13th day of May, 2007 .., BANC OF AMERICA SECURITIES LLC By: j//lJAri 8u~ Title: VvlAN A:6( NC. t)1'2fcTu~ ) ) Signature page to Issue Price Certificate Vinson&Elkins Steven H, Gerdes SGardes@velaw.com Tai 713.758.4516 Fax 713.615.5503 CERTIFIED MAIL RETURN RECEIPT REQUESTED 70031680 0000 6473 3640 District Director Internal Revenue Service Ogden, UT 84201 May 19, 2008 Re: $2,913,000 Vintage Township Public Facilities Corporation Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A Dear Sir: Enclosed please find an originally executed Form 8038-G (Information Return for Tax-Exempt Governmental Obligations) for the above-captioned bond issue. Please acknowledge receipt of the Fonn 8038-G by stamping and returning the copy of the Form 8038-G attached to the self-addressed, postage-paid envelope that we have provided. cc: Victoria Ozime~ Shana Hight✓ Houston 2935778v. I Vinson & Elkins LlP Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow New Yort< Shanghai Tokyo Washington Very truly yours, ~~ Steven H. Gerdes 2801 Via Fol'lllna. Suite 1 00 Austin, TX 78746•7568 Tel 512.542.8400 Fax S12.S42.8612 www.vetaw.com ... Form 8038-G Information Rerum for Tax-Exempt G~vemrnental Obligations • Under Internal Revenue Code section 149(e) 0MB No.1545.0720 (Reo.t NcMimbar 2000) • See separate Instructions. OepeMlenlcflhel"raaou,y Caution: If the issue price is under S100, 000, use Form 8()38..GC. lm9!lel~s.'fice l;.ti,t1J~ Reporting Authority If Amended Retum, check here • I I 1 Issuer's name 2 18Suar'1 atnplOyer lelentlflcatlan numt>et Vmtaae Townshio Public Facilities Cororoation 30.0471170 3 Number and street (or P.O. boxifmeil is notdeli'vered ID street address) Room/slate 4 ~number 1625 13th Street 3 01 5 Cit'/, town. or pos1 offloe. slate, and ZIP code 6 Oaa-.oflssue Lubbo..-k.. Texas 79041 Mav 13. 2008 1 Name of issue Vintage Township Public Facilities Corporation 8 CUSP number S-.-lal Revenue Bonds <Vlnta2e TownshlD Public Improvement District Prolect) Serles l008A 92746VAA5 9 Name and 1i11e ot Officer or legal representative Wh0ffl Ille IRS may can for more inf0nnall0n 10 Teilll)hone IUl!lltl' Of Offil:s 11' leglll rep,eaentatil,e Paul Stell President (806) 755-3000 te.tiJJ;I Type of Issue check applicable box(es) and enter the Issue Drtcel See instructions and attach schedule 11 D Education . . . . . . . . . . . . . ..•..........•......•.........•...................... 11 12 D Health and hospital . . . . . . • . . . . . . . . . . . . . ........•..............•......•........ 12 13 D Transportation .•.............. .' . . . .......................................... 13 14 O Public safety .............•........................................••........ 14 15 D Environment (induding sewage bonds) ............................................ 15 16 0 Housing ....................•..•..........•................................ 16 17 0 Utilities .................................................... _ .............. _ 17 11 18 .,_Ql~ nnn ~ Other. Describe• Parks and amenities 19 If obligations are TANs or RANs, check box• O If obligations are BANs, check box ...•.. •• ·~-~r,~~···~,i~,; 20 If obligations are In the form of a lease or Installment sale, check box •• ,!,., :,, .,.-, ' ... .;.•·* ,-.;, •, ·. .................. H'a~IU Description of Obligations. (Comolete for the entire issue for which this form is being flied.) (al Final maturity date (b) lsaue price (c) Sta1ad redemption (d) Weighted price at maturity awragematurity 21 10/01/2038 $ 2.911.000 $ 2.913.000 23.387 vears ~P.aifJ.\ll Uses of Proceeds of Bond Issue (f ncludlna underwriters• discount) 22 Proceeds used for accrued interest .................................................. 22 23 Issue price of entire issue (enter amount from line 21, column (bl) •.........•..•............ 23 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 0 • -':{ ::·.~; 25 Prcceeds used for credit enhancement ..........•................ 25 0 26 Proceeds allocated to reasonably required reserve or replacement fund .. 26 0 27 Proceeds used to airrently refund prior issues . . . . . . . .............. %7 0 28 Proceeds used to advance refund prior issues . . . . . . . . . . . . . . . . . . ... 28 0 29 Total (add lines 24 through 28) ......•.............................................. 30 Nonrefundina proceed$ of !he Issue (subtract line 29 from line 23 and enter amount here) ........ ,~e•ft.l~1 Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . . . . . . • . • 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . • . . . . . . . . • 33 Enter the last date on which the refunded bonds will be called ...........•........ _ . . . . . . . • 34 Enter the date{s) the refunded bonds were issued• lf!ai'.t_VII -Miscellaneous 35 Enter the amount of the state volume cap allocated to the issU9 under section 141 (b)(5) ......... 388 Enter the amount of gross proceeds inYested or to be invested In a guaranleed inveslment contract (see instructions) . . .. b Enter the final maturity date of the guaranteed Investment contract• 37 Pooled financings: a Proceeds of this issue that n to be used to make kms lo other g011Snmental units . . . . ....... ir \.~~ i'-J• • 29 30 35 388 A 37a (a) Yield 7.3761 % 0 2.913.000 0 2.913.000 years years 0 0 0 b If this issue is a loan made from the proceeds of another tax-exempt issue, check box • D and enter the name of the issuer•----------------------and the date of the issue•------- 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ............ • D 39 If the issuer has elected to pay a penalty in lieu of arbibage rebate, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • D 40 If the issuer has identified a hedge, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • that I ~ examined this return and accompanying sche¢Ules and statemems, and to !he beSI of my knOwledge and belief, plete. Sign Here 5/13/2008 Cate For Paperwork Reduction Act Notice, see page 2 of the Instructions. S1F FE06403F ISA • Paul Stell, President Type or ll'\nt name and title Form 8038-G (Rev. 11-2000) ) '\ 0 ::::r ...n f71 f71 i'- ~ ~ ...n ....£! • Cl c:::i Ci 0 Cl :.,,=~ PG5Wi4 PM¥¥if#9 • • 1-.,-~ Ci Cl ::0 ct:) ...n ..!I ,...:, ,-"l $ m M~,-~·~~n~·•~r~----------------------Cl O -•· ''• ~ ~ l s,.-,,,r, A;:r ,, c: •··· •·· District Dir«:tor .•.. --····· [ c· co ao.< Ne. lntcrnJI Revent1e Service Center lliil Complete items 1, :1, and 3. Also complete item 4 if Restricted Delivery is desired. D Print your name and address on the reverse so that we can retum the card to you. 1:1 Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed le: Disuicl Director fnlcmal Revenue Service Ccm~r Ogden. UT 84201 , ti:i,:·JE:;;-zjc~:r···· Ogden. UT 8420! ················1 ~~£~'·: l':·L ~j A Signature X • Agent 0 Addressee- 8. Received by ( Printed Name) C. Date of DelN"!ry D. Is delivery address different from item 1? D Yes If .YES, enter delivery address below: D No 3. Service Type "Dtertified Mail D Registered D Insured Mail D Express Mail D Return Receipt for Merchandise •C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number rr ransfer from service /:a!)elj 7003 1680 DODO 6473 364• PS Form 3811, August 2001 Domestic Ret1.1m Racaipt 102S?S-C2·M·1540 No Text ) ) Vinson&Elkins Steven H. Gerdes SGerdes@velaw.com Tel 713.758.4516 Fax 713.615.5500 CERTIFIED MAIL RETURN RECEIPT REQUESTED 70031680 0000 6473 3657 District Director Internal Revenue Service Ogden, UT 84201 May 19, 2008 Re: $1,279,000 Vintage Township Public Facilities Corporation Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B Dear Sir: Enclosed please find an originally executed Form 8038-G (Information Return for Tax-Exempt Governmental Obligations) for the above-captioned bond issue. Please acknowledge receipt of the Form 8038-G by stamping and returning the copy of the Form 8038-G attached to the self-addressed, postage-paid envelope that we have provided. cc: Victoria Ozimek Shana Hight/ Houston 2935778v. I Vinson & Elkins U .. P Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow NewYorl< Shanghai Tokyo Washington J;::~ Steven H. Gerdes 2801 Via Fortuna, Suite 100 Aus~n. TX 78746-7568 Tel 512.542.8400 F,x 512.542.8612 www.velaw.com ) \ Fonn 8038-G (Rev. Ncr.ember 200G) lnfonnation Return for Tax-Exempt Governmental Obligations • Under Internal Revenue Code section 149(e) 0MB No. 1545--0720 • see separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. Authority If Amended Return, check here • 1 rssuers name 2 Issuer"s empkJyerldentfflcatlon number Vinta e Townshi Public Facilities Co roation 30--0471170 3 Number and straet (or P.O. box if mail is not delhlBnld to str88I address) Room/sutte 4 Report number 162513th Street 3 02 5 City, !Owll, or post office, Stale, and ZIP code Lubboc Texas 79041 6 Date or Issue Ma 13 2008 7 Nama of issue Vintage Township Public Fadlltles Corporation a CUSIP r11nnber Revenue Bonds lnta e T01msh Public Im rovement District Pro ect Series :!008B 92746V AB3 9 Nama and title of officer or legal representati""' whom the lRS may call ror more Information 10 "tiaplrm .....,bet or office, orleglll n,, .. www- Paul Ste President 80 755-3000 }P.jtJ ft: T e of Issue check a llcable box(es) and enter the Issue price See instructicms and attach schedule 11 D Education . . • . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-1.:.:1:..+------ 12 0 Healthandhospital ........................................................... l-1""'2'-+------ 13 D Transportation ...................•.......................................... 14 D Publlc safety ...•..................................•..........•.............. 15 D Environment (including sewage bonds) •........................................... 16 D Housing .•..........•...................................................... 17 0 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . ...................................... -. - - 18 12Q Other. Desaibe• -=-'•=fi=-=ra=stru=-=::::cc::tu=r:..::e'-------------------- 19 If obligations are TANs or RANs, check box• O If obligations are BANs, check box . . . . . . • D 20 If obligations are in the fonn of a lease or installment sale, check box . . . . . • . . . . • . . . . . . • D . 111£ Description of Obligations. Com ete for the entire issue for which this form Is being filed.) (aJ Final maturity date (b) Issue prlc;e (c) Slated redemption (di Weighted price at mallll'lly a11erage maturity 21 10/01/2038 $ 1 79 000 $ 1 79 000 23.329 ears ·t•~lX. Uses of Proceeds of Bond Issue (Including underwriters' discount) 22 Proceeds used for accrued interest .......•.......................•.................. 23 Issue price of entire issue (enter amount from line 21, column (b)) ........................•. 24 Proceeds used for bond issuance costs (including underwriters' discount) 1-24::;;:.."'------"':...i 25 Proceeds used for credit enhancement . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-25=--------:...i 26 Proceeds allocated to reasonably required reserve or replacement fund . . 1-26:::..."'------"'4 27 Proceeds used to currently refund prior Issues . . . . . . . . . . . . . . . . . . . . . ....21::.:..... ______ __..:...i (e) Yleld 7.3761 % 0 1 000 28 Proceeds used to advance refund prior Issues . . . . . . . . . . . . . . . . . . . . . ._28=--------"':...i 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • i-:2::::9:....+-_____ ...;0::... 30 Nonrefundi roceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . . . . . • 30 l 79 000 :PartM Description of Refunded Bonds (Complete this part only for ntfundlng bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded. . . . . . . . . . . • ______ _.yc..ea_rs 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . . . . . . . . • years ---------33 Enter tne last date on which the refunded bonds will be called . . . . . . . . . . . . . . • . . . . . . . . . . . . . • _______ _ 34 Enter the date{s) the refunded bonds were issued• l'.Part:;VJI Miscellaneous 35 Enter the amount of the state volume cap allocated to the Issue under section 141 (b)(5) .......•. 35 0 36a Enter lhe amount of gross proceeds invested or to be invested in a guaranteed investment ccn1ract (see instructions) • . • • 38a 0 b Enter the final maturity dale of the guaranteed investment contract • t ',\ "· 37 Poored financings: a Proceeds of this issue that ae to be used to make loans to Olher governmental units • • • • . • • • • • . 37a 0 b If this issue is a loan made from the proceeds of another ta>c-exempt issue, check box• O and enter the name of the issuer•----------------------and the date of the Issue• ______ _ 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small Issuer exception), check box • . . . . . . . . . . . • D 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • 0 40 If the Issuer has Id · ed a hedge, check boX . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . • . • . • • llies of · ry, I declare that I hallli! E!llllmined this return and accompanying sdledules and statements. and to the bes! of my knowledge and belief . Sign Here . correct. 5/13/2008 Date For Paperwork Reduction Act Notice, see page 2 of the Instructions. 1SA Sl'F FE08403F • Paul Stell, President T or print name and title Form 8038-G {Rell 11-2000) ) ) l!l Complete items 1, 2, and 3. Also complete item 4 if Restrict.id Delivery is desired. A Signa,ure X • Agent Iii Print your name and address on t:,e reverse so that we can return the card to ycu. 8. Received by ( Prtnrad Name) • Adcressee I C. Date of D-a!ivery lll Ar..ach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Distrk1 DirC1:tor !niemal Revenue Service Cent~r Ogden. UT S-120! 2. Article Number ((ranster from service ltlbef} PS Form 3811, August 2001 D. Is deiivery address di~r.t from item 1? D Yes If YES, er.ter delivery address below: • Ne • Exprass Mail 3. Service Type ·~ertifred Mai! • Registered D fr.sured Mail 0 Return Receipt for Merchendise oc.o.o. 4. Restricted Delivery? (Extra Fee) •Yes 7003 1680 0000 6473 3657 Domestic Return Receipt t 02:iSS-02-M-1 540 Vintage Township PFC Vintage rn rn Township Public Fadli1ic-s ;;;;= ~ Corporation S!)<--cia! Rc:vcnuc 21)08B -------------' ...n ..D CJ D D CJ D D D D CJ Cl ~ ,:0 Jj ....!i r. r--'l <::l·i~t,~ tl";,.zj,,·"Y" ~,?"'!-. ':-ea~ ,-,:-rt;=~,, c I rn n ~-~------------------------, D D ,,,r.· OD f'-I"- ) VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION April24,2008 The Attorney General of Texas William P. Clements Building 300 West 15th Street, 9th Floor Austin, Texas 78701 Attention: Public Finance Division Comptroller of Public Accounts Thomas Jefferson Rusk Building 208 East 10th Street, Room 448 Austin, Texas 78701-2407 Attention: Economic Analysis Center Re: Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B To the Attorney General: The executed Initial Bonds for the captioned series have been or soon will be delivered to you for examination and approval. In connection therewith, enclosed is a General Certificate executed and completed except as to date. When the Initial Bonds have received your approval and are ready for delivery to the Comptroller of Public Accounts for registration, this letter will serve as your authority to insert the date of your approval in the General Certificate and deliver the Initial Bonds to the Comptroller. Should litigation in any way affecting such Bonds develop the undersigned will notify you at once by telephone and telecommunication. You may be assured, therefore, that there is no such litigation at the time the Initial Bonds are finally approved by you, unless you have been advised otherwise. To the Comptroller: The approved Initial Bonds for the captioned series of Bonds will be delivered to you by the Attorney General of Texas. You are hereby requested to register the Initial Bonds as required by law and by the proceedings authorizing such Initial Bonds. Following registration, you are hereby authorized and directed to notify and deliver the Initial Bonds to Vinson & Elkins L.L.P., Dallas, Texas, which has been instructed to pick up same at your office. Dallas I 393583 v. l ) 'I ) Please also deliver to Vinson & Elkins L.L.P ., Dallas, Texas, three copies of each of the following: 1. 2. Attorney General's approving opinion; and Comptroller's signature certificate. -2- Very truly yours, VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION By. _PrQ=-es~iden_.t-~-=-=1€;"'-----"r'-•\--=s __ \ ) REGISTERED No. 1 United States of America State of Texas County of Lubbock REGISTERED $2,193,000 VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT SERIES 2008A 7.375% BANC OF AMERICA SECURITIES LLC or registered assigns, on the Maturity Date, as specified above, the sum of BER: 92746V AAS a Texas nonprofit the Trust Estate ( as TWO MILLION ONE HUNDRED NlNETY-THREE THOUSAND DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Bond Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on April 1 and October 1 of each year, commencing October 1, 2008. Capitalized terms appearing herein and not otherwise defined shall have the meaning assigned to them in the Indenture defined below. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), or, with respect to a successor trustee and Trustee, at the Designated Payment/Transfer Office of such successor trustee. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of 1399022v.l LUB200/58000 ., the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the 15th calendar day of the month next preceding such Interest Payment 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 Trustee, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the ''Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record D te by United States mail, first class postage prepaid, to the address of each Owner of ·ng on the books of the T~stee at the close of business on the last Bms e date of mailing such notice. , If a date for o · t on the Bonds is a Saturday, Sunday, legal holiday, -•1.1.U stitutions in the City or in the city in which the Designated Paymen r Offi e 1s located are authorized by law or executive order to close, then the date for su ayrnent shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of revenue bonds of the Issuer having the designation specified in its title (herein referred to as the "Bonds"), dated as of May 13, 2008, and issued in the aggregate principal amount of $2,193,000, with the limitations described herein, pursuant to an Indenture of Trust, dated as of May 1, 2008 (the "Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder of the holders of the Bonds, the Trustee, and the Issuer, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the tenns of which each holder of this Bond hereby consents. Concurrently with the issuance of the Bonds, the Issuer is issuing its Special Revenue Bonds (Vintage Township Public hnprovement District Project) Series 2008B. The bonds of each series of bonds issued under the Indenture are equally and ratably with other bonds of such series secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of purchasing bonds issued by the City of Lubbock, Texas (the "City Bonds") for the purpose of financing certain public facilities in connection with the Vintage Township Public Improvement District (the "District"). The City Bonds are payable solely from Assessments levied on certain land within the District. The Bonds are limited obligations of the Issuer payable solely from the Trust Estate which consists solely of the Pledged Revenues and amounts on deposit in the Pledged Funds with respect to this Series. The Pledged Revenues consist solely of amounts received by the Trustee as debt service payments on the City Bonds. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the Issuer, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture. -2- 1399022v.l LUB200/58000 ) ) \ Notwithstanding any provision hereof, the Indenture may be released and the obligation of the Issuer to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in the denominations of $100,000 (subject to provisions in the Indenture that provide for certain conditions under which $5,000 or any integral multiple thereof is an Authorized Denomination) and any $1,000 multiple in excess thereof, subject to the provisions of the Indenture authorizing redemption in denominations of $1,000. Sinking Fund Redemption. The Bonds are subject to sinking fund redemption prior to their respective maturities and will be redeemed by the Issuer inlrl equal to the principal amount thereof plus accrued and unpaid interest. or redemption from moneys available for such purpose in thee'~ t Indenture, on the dates and in the respective sinki en I 1 l wing schedule: Sinking Fund Year == Year Installment 2011 $ 1,000 2025 $ 63,000 2012 4,000 2026 71,000 2013 7,000 2027 79,000 2014 10,000 2028 88,000 2015 13,000 2029 98,000 2016 16,000 2030 108,000 2017 20,000 2031 119,000 2018 24,000 2032 131,000 2019 28,000 2033 144,000 2020 33,000 2034 158,000 2021 38,000 2035 172,000 2022 44,000 2036 188,000 2023 50,000 2037 206,000 2024 56,000 2038 224,000 At least forty-five (45) days prior to each sinking fund redemption date, the Trustee shall select for redemption by any customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. The principal amount of Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option of the Issuer, by the principal amount of any Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the Issuer at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The principal amount of Bonds required to be redeemed on any sinking fund redemption date - 3 - I 399022v. J LUB200/58000 ) ) shall be reduced on a pro rata basis among sinking fund installments by the principal amount of any Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional or extraordinary mandatory redemption provisions of the Indenture and not previously credited to a sinking fund redemption. Optional Redemption. The Bonds are subject to redemption prior to stated maturity, in whole on October 1, 2018, or any date thereafter, and in part on October 1, 2018, or any Interest Payment Date thereafter, such redemption date or dates to be fixed by the Issuer, at a redemption price equal to the principal amount of the Bonds so called for rod!,~ premium, plus accrued and unpaid interest to the date fixed for redemptio · f o ent that the City elects to redeem the City Bonds. Extraordin Mandato · o extraordinary mandatory redemption prior to ma · r art, on the 1st day of January, April, July, or October at a re t e principal amount of the Bonds called for redemption, plus accrued d int st to the date fixed for redemption if and to the extent amounts are received in on with an extraordinary mandatory redemption of the City Bonds as a result of the following: ( a) receipt of by the City of certain prepayments of assessments securing the City Bonds and (b) transfer of unused project funds to the redemption fund securing the City Bonds. Notice of Redemption. The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond ( or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Notice of redemption having been given as provided in the Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that the redemption price for such Bonds is on deposit with the Trustee. The Issuer has reserved the right to rescind any notice of redemption given in connection with an optional or an extraordinary mandatory redemption by giving notice of such rescission in the same manner that notice of redemption was given. Upon giving of the notice of rescission, the notice of redemption shall be null and void for all purposes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the Issuer with certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. -4- 1399022v.1 LUB200/58000 ) ) As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Trustee. Upon receipt of such properly endorsed Bond, 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. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY OF LUBBOCK, TEXAS OR OF ANOTHER POLITICAL SUBDIVISION OF THE STATE OF TEXAS IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. THE ISSUER DOES NOT HA VE TAXING POWER. 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; and that the total indebtedness of the Issuer, including the Bonds, does not exceed any Constitutional or statutory limitation. -5 - 1399022v. I LUB200/58000 ) ) ) IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by the manual or facsimile signature of the President of the Board of Directors of the Issuer and countersigned by the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and the official seal of the Issuer has been duly imprinted or placed in facsimile on this Bond. -6 - !399022v.l LUB200/58000 CERTIFICATE OF TRUSTEE By: ') Authorized Signatory -7 - 1399022v.J LUBZ00/58000 ) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): Signature Guaranteed By: Authorized Signatory 1399022v.1 LU B200/58000 Bond and all The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. - 8 - No Text ., > REGISTERED No. 1 INTEREST RA TE: 7.375% United States of America State of Texas County of Lubbock May 13, 2008 REGISTERED $1,279,000 OJECT) CUSIP NUMBER: 92746V AB3 Vintage Township Public Facilities Corporation (the "Issuer''), a Texas nonprofit corporation, for value received, hereby promises to pay, solely from the Trust Estate (as hereinafter defined), to BANC OF AMERICA SECURITIES LLC or registered assigns, on the Maturity Date, as specified above, the sum of ONE MILLION TWO HUNDRED SEVENTY-NINE THOUSAND DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Bond Date, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 3 60-day year of twelve 3 0-day months, such interest to be paid semiannually on April 1 and October 1 of each year, commencing October 1, 2008. Capitalized terms appearing herein and not otherwise defined shall have the meaning assigned to them in the Indenture defined below. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Dallas, Texas (the "Designated Paymentrrransfer Office"), of The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), or, with respect to a successor trustee and Trustee, at the Designated Payment/Transfer Office of such successor trustee. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested I399025v.l LUB200/58000 "I by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the 15th calendar day of the month next preceding such Interest Payment Date; · ed, however, that in the event of nonpayment of interest on a scheduled Interest :e , and for 30 days thereafter, a new record date for such interest payment d Date") will be established by the Trustee, if and when funds for th t t ave been received from the Issuer. Notice of the Special R g tiled payment date of the past due interest (the "Special Pa t 'w · 5 days after the Special Record Date) shall be sent at least fiv · o e Special Record Date by United States mail, first class postage · e o each Owner of a Bond appearing on the books such notice. 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 or in the city in which the Designated Payment/fransfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a duly authorized issue of revenue bonds of the Issuer having the designation specified in its title (herein referred to as the "Bonds"), dated as of May 13, 2008, and issued in the aggregate principal amount of $1,279,000, with the limitations described herein, pursuant to an Indenture of Trust, dated as of May 1, 2008 ( the "Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder of the holders of the Bonds, the Trustee, and the Issuer, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. Concurrently with the issuance of the Bonds, the Issuer is issuing its Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A. The bonds of each series of bonds issued under the Indenture are equally and ratably with other bonds of such series secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of purchasing bonds issued by the City of Lubbock, Texas (the "City Bonds") for the pmpose of financing certain public facilities in connection with the Vintage Township Public Improvement District (the "District"). The City Bonds are payable solely from Assessments levied on certain land within the District. The Bonds are limited obligations of the Issuer payable solely from the Trust Estate which consists solely of the Pledged Revenues and amounts on deposit in the Pledged Funds with respect to this Series. The Pledged Revenues consist solely of amounts received by the Trustee as debt service payments on the City Bonds. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the Issuer, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the tenns, conditions and provisions of the Indenture. -2- 139902Sv.1 LUB200/58000 ) \ Notwithstanding any provision hereof, the Indenture may be released and the obligation of the Issuer to make money available to pay this Bond may be def eased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only· (subject to provisions in the Indenture that provide for c Sinking Fund Year Installment Year 2011 $ 1,000 2025 2012 2,000 2026 2013 4,000 2027 2014 6,000 2028 2015 8,000 2029 2016 10,000 2030 2017 12,000 2031 2018 14,000 2032 2019 17,000 2033 2020 20,000 2034 2021 23,000 2035 2022 26,000 2036 2023 29,000 2037 2024 33,000 2038 Sinking Fund Installment $ 37,000 42,000 46,000 51,000 57,000 63,000 69,000 76,000 83,000 92,000 100,000 109,000 119,000 130,000 At least forty-five (45) days prior to each sinking fund redemption date, the Trustee shall select for redemption by any customary method that results in a random selection, a principal amount of Bonds of such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in the Indenture. The principal amount of Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option of the Issuer, by the principal amount of any Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the Issuer at a price not exceeding the principal amount of such Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. The principal amount of Bonds required to be redeemed on any sinking fund redemption date -3 - 1399025v.l LUB200/58000 shall be reduced on a pro rata basis among sinking fund installments by the principal amount of any Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional or extraordinary mandatory redemption provisions of the Indenture and not previously credited to a sinking fund redemption. Notice of Redemption. The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond ( or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Notice of redemption having been given as provided in the Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that the redemption price for such Bonds is on deposit with the Trustee. The Issuer has reserved the right to rescind any notice of redemption given in connection with an optional or an extraordinary mandatory redemption by giving notice of such rescission in the same manner that notice of redemption was given. Upon giving of the notice of rescission, the notice of redemption shall be null and void for all pmposes. The Indenture pennits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions pennitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the Issuer with certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. -4 - 1399025v. I LUB200/58000 ... .I ) As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Trustee Upon receipt of such properly endorsed Bond, 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 Issuer, the T erson may treat the Person in whose name this Bond is registered as the o e purpose of receiving payment as herein provided ( except interest shall be pai e erson in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Issuer nor the Trustee shall be affected by notice to the contrary. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY OF LUBBOCK, TEXAS OR OF ANOTHER POLITICAL SUBDIVISION OF THE STATE OF TEXAS IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. THE ISSUER DOES NOT HA VE TAXING POWER. 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 perfonned and have happened in regular and due time, fonn and manner, as required by law; and that the total indebtedness of the Issuer, including the Bonds, does not exceed any Constitutional or statutory limitation. - 5 - \ 399025v. l LUB200/58000 ) ) ) Secretary Vintage Township Public l 399025v. l LUB200/58000 President Vintage Township Public Facilities Corporation . 6 - CERTIFICATE OF TRUSTEE It is hereby certified that this is one of the Bonds of the Series of within mentioned Indenture. DATED: ______ _ RK TRUST By: Authorized Signatory ) ) -7- 1399025v.1 LUB200/58000 ) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): Authorized Signatory 1399025v.1 LUB200/58000 ""-------.1 the within Bond and all tutes and appoints _______ _ ks kept for registration hereof, with full power of NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee. -8 - ) ) ASSIGNMENT The Vintage Township Public Facility Corporation (the "Corporation") hereby assigns all of its right, title and interest in and to the within Bond to The Bank of New York Trust Company, N.A., as trustee (the "Trustee") under that certain Indenture of Trust, dated as of May 1, 2008, between the Trustee and the Corporation, securing the Corporation's Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Series 2008B. Dated: Yl'l42J ~ «!@$- 1397883v. I LUB200/58000 VINT AGE TOWNSHIP PUBLIC FACILITIES CORPORATION ) ACQUISITION AND FUNDING AGREEMENT By and Between CITY OF LUBBOCK, TEXAS and VINTAGE LAND COMPANY, LTD. VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS SERIES 2008A and SERIES 2008B (LUBBOCK, TEXAS) 1294387v.6 LUB2O0/S800O \ ) '\ ) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ARTICLE II RECITALS Section 2.01. The District .............................................................................................................. 3 Section 2.02. The Development .................................................................................................... 3 Section 2.03. Improvement Projects ............................................................................................. 3 Section 2.04. Agreements .............................................................................................................. 3 ARTICLE III FUNDING Section 3.01. Bonds ....................................................................................................................... 3 Section 3.02. Bond Proceeds ......................................................................................................... 3 Section 3.03. Debt Service Reserve Fund and Cost oflssuance ................................................... 4 ARTICLE IV CONSTRUCTION OF IMPROVEMENT PROJECTS Section 4.01. Plans ........................................................................................................................ 5 Section 4.02. Duty of Developer to Construct .............................................................................. 5 Section 4.03. Independent Contractor ........................................................................................... 5 Section 4.04. Assurance of Payment and Performance ................................................................. 5 Section 4.05. Assurance of Conveyance ....................................................................................... 6 ARTICLEV ACQUISITION AND PAYMENT Section 5.01. Inspection ................................................................................................................ 6 Section 5.02. Agreement to Convey Improvement Projects ......................................................... 6 Section 5.03. Payment Requests for the Improvement Projects ................................................... 6 Section 5.04. Withholding Payntents ............................................................................................ 7 ARTICLE VI OWNERSHIP AND TRANSFER OF IMPROVEMENT PROJECTS (i) 1294387v.6 LUB200/58000 ) ) ) ) ) Section 6.01. Title Evidence ......................................................................................................... 7 Section 6.02. Conveyance of Improvement Projects .................................................................... 8 ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties of the Developer ............................... 8 Section 7.02. Indemnification and Hold Hamtless ....................................................................... 9 Section 7.03. Use of Monies by City; Changes to Indenture ........................................................ 9 ARTICLE VIII TERMINATION Section 8.01. Mutual Consent ..................................................................................................... 10 Section 8.02. City's Election for Cause ...................................................................................... 10 Section 8.03. Force Majeure ....................................................................................................... 11 ARTICLE IX MISCELLANEOUS Section 9.01. Limited Liability of City ....................................................................................... 11 Section 9.02. Audit ...................................................................................................................... 11 Section 9.03. Notices ................................................................................................................... 12 Section 9.04. Severability ............................................................................................................ 12 Section 9.05. Successors and Assigns ......................................................................................... 12 Section 9. 06. Other Agreetnents .. . ... . . .. .. .. . . ... . . .. . . .. .. . .. . . .. . . ... . ... . . .. . . .. . . ... . .. . . .. . ... . ... . .. . ... ... . .. . ... ... . .. . 12 Section 9.07. Waiver ................................................................................................................... 12 Section 9.08. Merger ................................................................................................................... 13 Section 9. 09. Parties in Interest ................................................................................................... 13 Section 9.10. Amendment ........................................................................................................... 13 Section 9 .11. Counterparts .......................................................................................................... 13 Section 9.12. Effective Date ........................................................................................................ 13 EXHIBIT A -Description of Improvetnent Projects and Applicable Budgeted Costs EXHIBIT B-Certification of Approval for Payment EXHIBIT C -Form of Payment Request for Improvement Projects EXHIBIT D -Form of Assignment of Plans (ii) 1294387v.6 LUB200/58000 ) ) ) ACQUISITION AND FUNDING AGREEMENT THIS ACQUISITION AND FUNDING AGREEMENT (this "Agreement"), dated as of May 1, 2008, is by and between the CITY OF LUBBOCK, TEXAS, a municipal corporation of the State of Texas (the "City'') and VINTAGE LAND COMPANY, LTD., a Texas limited partnership (the "Developer"). ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them in this Article I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined). "Acceptable Title" means title or other appropriate conveyance of land or interests in land (such as easements) in form acceptable to the City, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, other than exceptions that do not materially interfere with the actual or intended use of the land or interest therein. "Act" means Chapter 3 72, Improvement Districts in Municipalities and Counties, Subchapter A, Public Improvement Districts, Texas Local Government Code, as amended. "Actual Cost" means the substantiated costs with respect to an Improvement Project, which costs include: (i) construction, reconstruction, installation, and acquisition of all lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and interests acquired, installed or constructed; (ii) architectural, engineering, financial, and legal services; (iii) plans, specifications, studies, surveys, and estimates of cost and of revenues; (iv) project administration expenses; and (v) other expenses as may be necessary or incident to the construction, acquisition and installation of an Improvement Project, as appropriate. "Administrator" means, initially, MwriCap, Inc., or any other individual or entity designated by the City to administer the District. "Annual Service Plan Amendment" means has the meaning set forth in the Service and Assessment Plan. 1294387v.6 LUB200/5800O ) ) ) ) ) "Assessment Ordinance" means Ordinance No. 2007-00058, adopted by the City Council of the City on June 26, 2007, as amended on February 14, 2008. "Bond Counsel" means Vinson & Elkins L.L.P. or any other independent counsel approved by the City that regularly renders opinions with general acceptance in the municipal bond market and that is familiar with the transactions contemplated by this Agreement. "Bonds" means, collectively, the Series 2008A Bonds and the Series 2008B Bonds. "Budgeted Cost" means the estimated cost of an Improvement Project as shown on Exhibit A hereto, as such exhibit may be amended and/or supplemented to conform to Exhibit B to the Service and Assessment Plan. "City Representative" means the Capital Projects Manager or any other person appointed in writing by the Mayor or the City Manager. "Completion" means the time at which an Improvement Project has been finally inspected and tested by the City and has been determined by the department of the City performing the inspection to be in conformance with all codes, standards and requirements of the City and to otherwise be acceptable to the City. ''District" means the Vintage Township Public Improvement District, created by the City Council on January 12, 2007, pursuant to Resolution No. 2007 -R0022. "Improvement Projects" means, collectively, Improvement Project A and Improvement Project B. "Improvement Project A" mean the public improvements identified as hnprovement Project A in the Service and Assessment Plan. "Improvement Project B" mean the public improvements identified as Improvement Project B in the Service and Assessment Plan. "Indenture" means the Trust Indenture dated as of May l, 2008 by and between the City and The Bank of New York Trust Company, N.A., as Trustee, relating to the Bonds, and any Supplemental Indenture executed pursuant to the provisions of the Indenture. "Engineer" means the Developer's engineer of record, registered and qualified to practice the profession of engineering under the laws of the State of Texas. "Payment Request" means a document, substantially in the form of Exhibit C hereto or in a form otherwise agreed to by the Developer, the Administrator and the City Representative, to be used by the Developer in requesting disbursements of funds by the Trustee from the Project Fund to pay for the Actual Costs of an Improvement Project. "Plans" means the plans, design, specifications, schedules and related construction contracts for the hnprovement Projects approved pursuant to the applicable standards of the City and any other applicable government entity. -2- l294387v.6 LUB200/58000 ) ' ) ) ) "Series 2008A Bonds" means the "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A." "Series 2008B Bonds" means the "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B." "Service and Assessment Plan" means the document, including the Assessment Roll, as updated, modified and amended from time to time in accordance with its tenns and the PID Act, which is attached as Exhibit A of the Assessment Ordinance. "State" means the State of Texas. "Supplement" means a written document agreed upon by the parties to this Agreement amending, supplementing or otherwise modifying this Agreement and any exhibit hereto, including any amendments to the list of Improvement Projects in Exhibit A in a manner consistent with the Act, the Assessment Ordinance, the Indenture, and this Agreement. ARTICLE II RECITALS Section 2.01. The District. The City has created the District under the Act for the financing of, among other things, the acquisition, construction and installation of the Improvement Projects identified in the Service and Assessment Plan and listed and diagrammed in Exhibit A hereto. Section 2.02. The Development. The Developer is developing land within the District and will undertake the construction and development of the hnprovement Projects. Section 2.03. Improvement Projects. Improvement Project A is eligible to be financed with proceeds of the Series 2008A Bonds. Improvement Project B is eligible to be financed with proceeds of the Series 2008B Bonds. All of the Improvement Projects are located within the District. Section 2.04. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01. Bonds. The City, in connection with this Agreement, is proceeding with the issuance and delivery of the Bonds for the District. Section 3.02. Bond Proceeds. The proceeds of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the Indenture. A portion of the proceeds of the - 3 - 1294387v.6 LUB2O0/S800O ) ) ) ) 1 ) Series 2008A Bonds will be set aside under the Indenture in the 2008A Project Account of the Project Fund and a portion of the proceeds of the Series 2008B Bonds will be set aside under the Indenture in the 2008B Project Account of the Project Fund. Moneys in the Series 2008A Account of the Project Fund shall be withdrawn therefrom in accordance with the provisions of the Indenture and the applicable provisions hereof for payment of the respective Actual Costs of Improvement Project A. Moneys in the Series 2008B Account Project Fund shall be withdrawn therefrom in accordance with the provisions of the Indenture and the applicable provisions hereof for payment of the respective Actual Costs of hnprovement Project B. The Developer agrees that the funds on deposit in the funds and accounts established by or pursuant to the Indenture, including the Project Fund, shall be invested as directed under the Indenture. The City shall have no responsibility whatsoever to the Developer with respect to any investment of funds made by the Trustee under the Indenture, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Project Fund to pay Actual Costs. The Developer acknowledges that any lack of availability of amounts in the Project Fund to pay Actual Costs shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Improvement Projects required by this Agreement or any governmental approval to which the Developer or any land within the District is subject, in accordance with the terms hereof and thereof. Section 3.03. Debt Service Reserve Fund and Cost of Issuance. In consideration of the City issuing the Bonds and providing for payment of Actual Costs of the hnprovement Projects as set forth herein, the Developer hereby agrees (a) concurrently with the closing of the Bonds to prepay the Assessments Part A (as defined in the Service and Assessment Plan) for 9 lots in the amount of 78,992.81, which amount represents the principal amount of such Assessments Part A and (b) to fund (i) the Costs oflssuance of the Bonds and the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public hnprovement District Project) Series 2008A and Series 2008B ( collectively, the "PFC Bonds''), (ii) the 2008A Reserve Account in the amount of $219,300, the 2008A Prepayment Reserve Account in the amount of $40,928, (iii) the Developer Sub-Account of the 2008B Prepayment Reserve Account in the amount of $23,870, and (iv) a portion of the purchase price of the Bonds in the amount of $69,440 as provided in the trust indenture relating to the PFC Bonds. The City shall instruct the Trustee how to invest funds on deposit in such accounts within five days of receipt of instructions from the Developer. Investment earnings on amounts on deposit in such accounts shall be applied as set forth in the Indenture. As directed in the Indenture, once the Bonds are no longer Outstanding, the Trustee will pay any amounts remaining on deposit in such accounts as directed in writing by the Developer. -4- 1294387v.6 LUB200/S8000 ) ) ) ) ' 1 ) ) ARTICLE IV CONSTRUCTION OF IMPROVEMENT PROJECTS Section 4.01. Plans. The Developer shall cause Plans to be prepared for the Improvement Projects. The Developer shall obtain the written approval of such Plans from the City and from all other applicable governmental authorities. The engineering design must follow all requirements of the City's Code of Ordinances in regard to design of the development. The Developer shall deliver to the City a written assignment of its interest in the Plans for the Improvement Projects in a fonn acceptable to the City. As-built drawings for the hnprovement Projects shall be provided to the City as soon as such drawings are available. Section 4.02. Duty of Developer to Construct. The Developer shall conduct all operations with respect to the construction of Improvement Projects in accordance with the terms hereof. The City and Developer agree that the Developer shall award all contracts for the acquisition, construction and installation of the Improvement Projects. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the acquisition, construction and installation of the hnprovement Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the perfonnance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall not be relieved of its obligation to fund the construction of each Improvement Project even if there are insufficient funds in the applicable account of the Project Fund to pay the Actual Cost thereof. Such obligation of the Developer to fund the construction of the Improvement Projects, and pay the costs thereof in excess of moneys in the Project Fund, shall be an obligation of the Developer as a party to this Agreement. The Developer shall be obligated to make payments from its own funds to pay all Actual Costs of any Improvement Project in excess of the funds available in the Project Fund. The City shall not be responsible for payment of the Actual Cost for any Improvement Project beyond the available funds in the Project Fund. Section 4.03. Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not an agent or employee of the City. The City shall not be responsible for making any payments to any contractor, subcontractor, agent, consultant, employee or supplier of the Developer. Section 4.04. Assurance of Payment and Perfonnance. Prior to receiving any bond proceeds, the Developer shall post cash with the City or provide for a letter of credit or other security reasonably acceptable to the City and allowable under the City's development policies and regulations, to assure the completion of all of the Public Improvements. Funds on deposit in the applicable account of the Project Fund shall constitute security for payment and performance of the construction and acquisition of the Improvement Projects, and shall be credited toward the Developer's requirement under this Section thereby reducing the amount of cash or other security to be posted by the Developer with the City. The City shall detennine the amount of -5- 1294387v.6 LUB200/58000 ) ) ) ) security necessary to assure completion of the Public Improvements. The security will remain in place until completion of the Improvement Projects and may be used for such purpose by the City, including in the event this agreement is terminated in accordance with the provisions of Article VIII hereof. Section 4.05. Assurance of Conveyance. Prior to receiving any payment of Actual Costs for a Public Improvement, the Developer shall have irrevocably offered or conveyed to the City, in a form acceptable to the City, title or other appropriate interest in land on which such Public Improvement shall be constructed. ARTICLEV ACQUISITION AND PAYMENT Section 5.01. Inspection. No payment hereunder shall be made from the Project Fund for the Actual Cost of an Improvement Project until the work with respect to such Actual Cost has been inspected and found to be completed in accordance with the Plans relating thereto by the City. The City shall make or cause to be made regular ongoing site inspections of the Improvement Projects consistent with City policies and procedures for residential subdivision developments. Section 5.02. Agreement to Convey Improvement Projects. For no additional consideration other than the payment of the respective Actual Costs of the Improvement Projects from amounts in the Project Fund as provided herein, the Developer hereby agrees to convey, sell or transfer in fee, dedicate, or grant a public easement such that it is treated as a conveyance under Texas law, the Improvement Projects, in a manner consistent with the orderly development of the Improvement Projects, to the City, and the City hereby agrees to pay the respective Actual Costs for the Improvement Projects from available amounts in the Project Fund, subject to the terms and conditions hereof. The City shall not be obligated to accept an Improvement Project until Completion, provided that the City agrees consistent with the terms and provisions of this Agreement to make progress payments for Actual Costs of an Improvement Project. Section 5.03. Payment Requests for the Improvement Projects. In order to cause a progress or final payment to be made from the Project Fund for the Actual Cost of an Improvement Project the following shall occur: (a) The conditions set forth in Sections 4.04 and 4.05 hereof shall have been met. (b) No more frequently than monthly, the Developer shall deliver to the City Representative a Payment Request in the form of Exhibit C hereto together with all attachments and exhibits required by Exhibit C to be included therewith or otherwise agreed to by the Developer and the City Representative (including, but not limited to, Attachments 1 and 2 to Exhibit C, and releases by the general contractor of materialsman's and mechanic's liens and an assignment of the warranties and guaranties or other evidence of contingent obligations of third parties for such Improvement Project.) (c) No payment hereunder shall be made from the Project Fund for the Actual Cost of an Improvement Project until the work with respect to such Actual Cost has been inspected and -6- l294387v.6 LUB200/58000 ') ) ) ) found to be completed in accordance with the Plans related thereto by the Engineer. The Engineer shall prepare or review, as applicable, each Payment Request (and all accompanying docwnentation), in order to confirm that such request is complete, that the work with respect to such Improvement Project identified therein for which payment is requested was completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the tenns of this Agreement, as applicable, and to verify and approve the Actual Cost of such work specified in such Payment Request ( collectively, the "City Compliance Requirements"). The approval of the Payment Request by the Engineer shall constitute a representation by the Engineer to the City and the Trustee that the City Compliance Requirements have been satisfied with respect to the Improvement Project identified therein. The Engineer shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request. (d) No payment hereunder shall be made from the Project Fund for the Actual Cost of an Improvement Project unless the Administrator shall have approved such Payment Request and all accompanying documentation as to compliance with the requirements of this Agreement, the Service and Assessment Plan and the Indenture. (e) The City Representative shall circulate the Payment Request to the City departments responsible for conducting inspections with regard to the work that is the subject of the Payment Request. If such Payment Request is approved by the applicable City departments, the City Representative shall authorize the recording, as necessary, of conveyance documents and deliver the Payment Request along with the City's Certification of Approval for Payment in the form of Exhibit B attached hereto, to the Trustee. If the City disapproves the Payment Request, in whole or in part, as applicable, the City Representative shall give written notification to the Developer of the City's disapproval of such Payment Request, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Payment Request. The Developer agrees to cooperate with the City Representative during such approval process and to provide to the City Representative such additional information and documentation as is reasonably necessary for the City Representative to grant such approval. (f) Based upon a City's Certification of Approval for Payment, the Trustee shall make such payment from the applicable account of the Project Fund. Section 5.04. Withholding Payments. Nothing in this Agreement shall be deemed to prohibit the Developer from contesting in good faith the validity or amount of any mechanic's or materialman's lien and/or judgment nor limit the remedies available to the Developer with respect thereto so long as such delay in perfonnance shall not subject the Improvement Projects or the Improvement Projects, as appropriate, to foreclosure, forfeiture, or sale. ARTICLE VI OWNERSHIP AND TRANSFER OF IMPROVEMENT PROJECTS Section 6.01. Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to Improvement Projects to be acquired and accepted by the City from the Developer, for review and approval at least 30 calendar days prior to the transfer of title -7- 1294387v.6 LUB200/58000 ) ) ) ) to an Improvement Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially affect the City's use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to the Improvement Project until the Developer has cured such objections to title to the satisfaction of the City. Section 6.02. Conveyance of Improvement Projects. Acceptable Title to all property on, in or over which each Public Improvement to be acquired by the City will be located, shall be conveyed to the City. Completion of the transfer of title shall be evidenced by recordation of the acceptance thereof by the City. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the City as follows: (a) Organization. The Developer is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business in the State of Texas as now being conducted and as hereby contemplated. (b) Authority. The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered by the Developer. (c) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d) Compliance with Law. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Improvement Projects in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Improvement Projects. (e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the Actual Costs of any improvements that are not part of the Improvement Projects, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Payment Requests. (f) Financial Records. Until the completion of the Improvement Projects, the Developer covenants to maintain proper books of record and account for the construction of the hnprovement Projects and all costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection - 8 - l294387v.6 LUB200/58000 ) \ by the City or its agent at any reasonable time during regular business hours on reasonable notice. (g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Improvement Projects have been or will be constructed in full compliance with such Plans and any change orders thereto consistent with the Act, and the Ordinance, as approved in the same manner. (h) Land Sales. The Developer agrees that in the event that it sells any land owned by it within the bowidaries of the District, the Developer will notify the purchaser in writing of the existence of the District and the lien in connection therewith. (i) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the purchaser of the Bonds or the City Representative related to the status of construction of improvements within the District, the anticipated completion dates for future improvements and any other matter material to the investment quality of the Bonds. G) Zoning. The Project will not violate any zoning regulations applicable thereto. {k) Financial Resources. The Developer represents and warrants that it has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations wider this Agreement. Section 7.02. Indemnification and Hold Harmless. The Developer shall assume the defense of, indemnify and save harmless the City, including its officers, employees and agents ( each an "Indemnified Party"), from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from the breach of any provision of this Agreement by the Developer, the negligent design, engineering and/or construction by the Developer or any architect, engineer or contractor hired by the Developer of any of the Improvement Projects acquired from the Developer hereunder, the Developer's nonpayment wider contracts between the Developer and its consultants, engineers, advisors, contractors, subcontractors and suppliers in the provision of the Improvement Projects, or any claims of persons employed by the Developer or its agents to construct the Improvement Projects. Notwithstanding the foregoing, no indemnification is given herewider for any actio~ damage, claim, loss or expense directly attributable to the gross negligence or willful misconduct of any Indemnified Party. Section 7.03. Use of Monies by City: Changes to Indenture. The City agrees not to take any action or direct the Trustee to take any action to expend, disburse or encumber the monies held in the Project Fwid and any monies to be transferred thereto for any purpose other than the purposes permitted by the Indenture. Prior to the acceptance of all the Improvement Projects, the City agrees not to modify or supplement the Indenture without the approval of the Developer if as a result or as a consequence of such modification or supplement (a) the amount of monies that would otherwise have been available under the Indenture for disbursement for the Actual Costs -9- 1294387v.6 LUB200/58000 ) ) of the Improvement Projects is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer is or may be increased or otherwise adversely affected in any manner, or ( c) the rights of the Developer is or may be modified, limited, restricted or otherwise adversely affected m any manner. ARTICLE VIII TERMINATION Section 8.01. Mutual Consent. This Agreement may be terminated by the mutual, written consent of the City and the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Improvement Projects not accepted by the City and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms of the Indenture or funds available pursuant to Section 4.04 hereof to pay for same, and the Developer shall have no claim or right to any further payments for the Actual Costs of Improvement Projects hereunder, except as otherwise may be provided in such written consent. Section 8.02. City's Election for Cause. The City, at its option, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any material covenant or default in the perfonnance of any material obligation hereunder. If any such event occurs, the City shall give written notice of its knowledge thereof to the Developer, and the Developer agrees to meet and confer with appropriate City staff and consultants as to options available to assure timely completion, subject to the terms of this Agreement, of the Improvement Projects. Such options may include, but not be limited to, the termination of this Agreement by the City. If the City elects to tenninate this Agreement, the City shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the City to receive such notice) of the grounds for such tennination and allow the Developer a minimum of 45 days to eliminate or mitigate to the satisfaction of the City the grounds for such termination. Such period may be extended, at the reasonable discretion of the City, if the Developer, to the reasonable satisfaction of the City, is proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the City, the Developer has not eliminated or completely mitigated such grounds to the satisfaction of the City, the City may then terminate this Agreement. In the event of the termination of this Agreement, the Developer is entitled to payment for work accepted by the City related to the Improvement Projects undertaken prior to the termination date of this Agreement solely from the Project Fund according to the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any material covenant or defaulted in the performance of any material obligation hereunder, notice of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City may in its discretion cause the Trustee to cease making payments for the Actual Costs of Improvement Projects under Article V hereof, provided that the Developer shall receive payment of the Actual Costs of any Improvement Project that was accepted by the City at the time of the occurrence of such breach or default by the Developer -10- 1294387v.6 LUB200/58000 ) upon submission of the documents and compliance with the other applicable requirements of this Agreement. In the event that this Agreement is terminated by the City for cause, the City may either execute contracts for or perform any remaining work related to the Improvement Projects and use all or any portion of the funds on deposit in the Project Fund or other amounts transferred to the Project Fund or funds available pursuant to Section 4.04 hereof and the Developer shall have no claim or right to any further payments for the Improvement Projects hereunder, except as otherwise may be provided upon the mutual written consent of the City and the Developer. Section 8.03. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes or other acts of God, war, civil commotion, riots, strikes, picketing or other labor disputes, damage to work in progress by casualty or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused. ARTICLE IX MISCELLANEOUS Section 9.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and the City's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the City nor any City employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof. (a) Modification to Exhibit A; Budgeted Costs of hnorovement Projects. The City acknowledges that the Actual Costs of an Improvement Project may vary from the budgeted amounts. The City shall review any modifications requested by the Developer and shall approve such modifications if such modifications will not materially alter or reduce the Improvement Projects to be provided pursuant to the Service and Assessment Plan. The City, as part of the Annual Service Plan Amendment or such other amendment or modification to the Service and Assessment Plan permitted by the Act and the terms of the Service and Assessment Plan, shall amend Exhibit B to the Service and Assessment Plan to reflect the revised budget for the Improvement Projects. In connection with such amendment, Exhibit A shall be deemed amended to conform to the revised Service and Assessment Plan. Any such modification shall be approved by the City unless such modification would, in the opinion of Bond Counsel, adversely affect the tax-exemption of the interest on the Bonds. Section 9.02. Audit. The City Representative or a finance officer of the City shall have the right, during normal business hours and upon the giving of three business days' prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Improvement Projects and any bids taken or received for the construction thereof or materials therefor. -11 - 1294387v.6 LUB200/58000 ) Section 9.03. Notices. Any notice, payment or instrument required or pennitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within 24 hours after such transmission) or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: City: City of Lubbock, Texas P.O. Box 2000 Lubbock, Texas 79457 Developer: Vintage Land Company, Ltd. Attention: Mr. Paul Stell 11410 Trafalgar A venue Lubbock, Texas 79424 Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent possible. Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement shall not be assigned by the Developer without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed, except pursuant to a collateral assignment to any person providing construction financing to the Developer for the Improvement Projects provided such person expressly agrees to assume all obligations of the Developer hereunder if there is a default under such financing and such person elects to complete the Improvement Projects. In connection with any consent of the City, the City may condition its consent upon the acceptability of the financial condition of the proposed assignee, upon the assignee's express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the City deems relevant in the circumstances. ln any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned and shall not be effective until approved by the City. The City may assign by a separate writing its rights hereunder to the Trustee and the Developer hereby consents to such assignment. Section 9.06. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City's or the Developer's rights or duties to perform their respective obligations under other agreements, use regulations or subdivision requirements relating to the development of the lands in the District. Section 9.07. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights -12 - 1294387v.6 LUB200/58000 ') ) upon the default of any other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter. Section 9.08. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Agreement shall be binding. Section 9.09. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the Developer shall be for the sole and exclusive benefit of the City and the Developer. Section 9.10. Amendment. Except as otherwise provided in Section 9.02, this Agreement may be amended, from time to time in a manner consistent with the Act and the Ordinance, by written Supplement hereto and executed by both the City and the Developer. Section 9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 9.12. Effective Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery, on the Closing Date, by the parties hereto. All representations and warranties set forth herein shall be deemed to have been made on the Closing Date. [Signatures Appear on Following Page] -13 - 1294387v.6 LUB200/58000 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF LUBBOCK, TEXAS By: •✓>~~- David A. Miller, Mayor VINTAGE LAND COMPANY, LTD. a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liabili rnpany Its General Partner Signature Page For Acquisition And Funding Agreement ) ... .,I ) ) ) ... ) IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF LUBBOCK, TEXAS By: VINTAGE LAND COMPANY, LTD. a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liability Company lts ::zarbl~= By:~~~ Paul D. St Sole Member Signature Page For Acquisition And Funding Agreement ) ) ) EXHIBIT A TO ACQUISITION AND FUNDING AGREEMENT DESCRIPTION OF IMPROVEMENT PROJECTS AND APPLICABLE BUDGETED COSTS See attached. A-1 1294387v.6 LUB200/58000 ) ) ) ) ) The lml!rovement Project Improvement Improvement Project A ProjectB Land $390,000 Site Preparation $288,511 79,906 Drainage 136,232 136,232 Streets and alleys 706,430 Walkways 59,523 Water and sewer 752,265 Lighting and street signs 154,683 4,107 Signage and monumentation 9,795 Park features 1,081,340 Roundabouts 67,795 Street trees and irrigation 412,091 Sub-total hard costs $2,150,447 $2,128,463 Project administration $84,884 11,577 Master planning 67,012 Architectural design 102,862 130 Engineering ( civil) 239,216 235,905 Engineering (other) 4,210 8,952 Legal fees 7,720 1,278 Regulatory and impact fees 8,032 20,563 Insurance and bonding Sub-total soft costs $513,936 $278,405 Contingency 266,439 248,901 Total $2,930,822 $2,655,769 These costs are estimated and the actual costs may be different than these estimates. Costs in one line item may be reallocated to another line item to reflect the actual costs incurred. \ ) ) ) EXHIBIT B TO ACQUISITION AND FUNDING AGREEMENT VINTAGE TOWNSHIP SPECIAL ASSESSMENT REVENUE BONDS SERIES ___ _ CERTIFICATION OF APPROVAL FOR PAYMENT TO: __ _, AS TRUSTEE (THE "TRUSTEE") UNDER THE INDENTURE OF TRUST, DATED AS OF ____ _, 2008 (THE "INDENTIJRE"), BETWEEN THE CITY OF LUBBOCK, TEXAS (THE "CITY") AND THE TRUSTEE. This Certification of Approval for Payment is delivered to the Trustee in accordance with Section 6.5(b) of the Indentme. Payment shall be made from the [Series 2008A/Series 2008B] Account of the Project Fund established in accordance with Section 6.l(a)(iii) of the Indenture. All terms used herein which are not otherwise defined herein shall have the meaning given such terms in the lndentme and the Acquisition and Funding Agreement, dated as of May 1, 2008, as supplemented, between the City and the Developer (the "Acquisition Agreement"). The undersigned, duly authorized to act on behalf of the City, hereby certifies as follows, to-wit: (1) This is City Certification of Approval for Payment No.: __ (2) The Amount of disbursement from the [Series 2008A/Series 2008B] Account of Project Fund for the Actual Costs of an Improvement Project approved by this Certification is: $. ______ _ (3) Of the total amount of disbursement set forth in (2) above, (a) $. ___ is to be paid to the Developer and represents Actual Costs of an invoice or statement previously paid by the Developer to a third party; and (b) $ ___ is to be paid to a third party payee that is not affiliated with the Developer (including any mortgagee or trust deed beneficiary, contractor or supplier of materials) or on a joint basis to the Developer and such a third party payee with respect to an expense previously incurred. (4) To the best knowledge of the undersigned, the Developer is not in default under (a) any agreement with the City regarding the construction of the Improvement Projects, or (b) any other contract pertaining to the Improvement Projects for which the Developer is seeking payment of the Actual Costs with Certificate of Developer No._. (5) The Trustee is entitled to conclusively rely on these certifications. B-1 1294387v.6 LUB200/58000 ) ( 6) Payment of the amounts and to the party or parties listed on Attachment II of the Certificate of Developer and Request for Payment No. _ attached hereto are hereby approved and shall be made by the Trustee. CITY OF LUBBOCK., TEXAS By: City Representative Date: __________ _ B-2 1294387v.6 LUB200/58000 .., j ) EXHIBITC VINTAGE TOWNSHIP SPECIAL ASSESSMENT REVENUE BONDS SERIES __ _ CERTIFICATE OF DEVELOPER AND REQUEST FOR PAYMENT NO. __ Vintage Land Company, Ltd. (the "Developer"), pursuant to the Acquisition and Funding Agreement, dated as of May 1, 2008, as supplemented, between the City of Lubbock, Texas (the "City") and the Developer (the "Acquisition Agreement") hereby requests a payment from the Project Fund in the amounts and for the purposes set forth below. The Developer, by its duly authorized representative hereby certifies, in connection with this Certificate of Developer and Request for Payment (the "Certificate of Developer'') that: 1. Terms used herein and not otherwise defined herein shall have the meaning given such terms in the Acquisition Agreement. 2. All costs of the Improvement Projects for which payment is requested hereby are Actual Costs (as defined in the Acquisition Agreement) and have not been inflated in any respect. The items for which payment is requested have not been the subject of any prior payment request, or if previously requested, no disbursement was made with respect thereto. 3. The work for which this disbursement is sought has been completed in compliance with City codes and Ordinances. 4. The total amount requested to be disbursed pursuant to this Certificate for the Actual Costs of Public Improvements is $ ____ . The Actual Costs for which funding is requested by this Payment Request are listed in Attachment I hereto. A detailed calculation of the Actual Costs is shown in Attachment II hereto and such calculation is supported by the attached copies of invoices or statements. 5. A cumulative summary of disbursements by category and item to date are set forth in Attachment I attached hereto. 6. To the best knowledge of the undersigned, the Developer has no knowledge of any material default under (A) any agreement with the City concerning the construction of the Improvement Projects, or (B) any other contract pertaining to the Improvement Projects for which the Developer is seeking a disbursement with this Certificate of Developer. 7. Releases by the general contractor of materialman's and mechanic's liens for work which payment is requested hereby are attached hereto. C-1 1294387v.6 LUB200/58000 ) ) ) ) 8. The Developer is submitting herewith or has previously submitted an assignment of plans in substantially the form attached as Exhibit D to the Acquisition Agreement or such other form acceptable to the City for the Improvement Projects for which payment is requested hereby and has irrevocably offered or conveyed to the City title or other appropriate interest in land on which such Public hnprovements shall be constructed all in accordance with the requirement of the funding agreement. [Execution Page Follows] C-2 1294387v.6 LUB200/58000 I hereby declare that the above representations and warranties are true. IN WITNESS WHEREOF, this Certificate of Developer has been duly executed by the Developer by its duly authorized representative this __ day of ______ ___, __ By: _______ _ ) ) ) C-3 1294387v.6 LUB200/58000 .., ) '\ , "\ ) ) APPROVAL OF ADMINISTRATOR The undersigned hereby certifies that s/he reviewed Certificate of Developer and Request for Payment No._, including all attachments and exhibits hereto, and found it to be in the appropriate form required by the Funding Agreement and the Indenture and in compliance with and consistent with the Service and Assessment Plan and that such Costs as listed in the Certificate of Developer are included in and consistent with the Public hnprovements set forth in the Service and Assessment Pl~ and the payee(s) of the amounts requested by be paid by the Certificate of Developer is(are) correctly listed in Attachment II. This is hereby approved by the undersigned with respect to such form requirements in satisfaction of the requirements of the Fwtding Agreement. The Administrator has not widertaken an independent review of the Public Improvements relating to this Developer's Payment Request. MUNICAP, INC., Administrator By: Date: C-4 1294387v.6 LUB200/S8000 ) ) ) ) ., APPROVAL OF ENGINEER The undersigned hereby approves this Developer's Payment Request pursuant to the provisions of the Funding Agreement. The undersigned hereby certifies that (i) the Engineer has made a site inspection of the Improvement Project for which a payment is requested hereby and confirmed that the work with respect to such Improvement Project was completed or proportionately completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans, (ii) the payment requested hereby is for Actual Costs (as defined in the Funding Agreement) of an Improvement Project identified on Attachment II and the Engineer verified such Actual Costs of the Improvement Project specified herein and such Actual Costs appear reasonable, and (iii) the Improvement Project with respect to which payment is requested hereby is correctly described in Attachment IL _______ _. Engineer By: Date: C-5 1294387v.6 LUB200/58000 ..., ) ) ATTACHMENT 1 PAYMENT REQUEST NO. __ (IMPROVEMENT PROJECTS) IMPROVEMENT PROJECTS FOR WHICH PAYMENT IS REQUESTED AND DRAW AMOUNTS Previous Total of Draws Total Draws Current Draw Approved Current Approved for Request Description of Category Original Revised For Cost Draw All Cost Approved for Imorovement Proiect of Cost Budl!:et Bud2et Cattl2on-Reauest Catet1ories Pavment $ $ $ $ $ $ C-6 1294387v.6 LUB200/58000 ) '\ ) ) ) ATTACHMENT 2 PAYMENT REQUEST NO. __ (IMPROVEMENT PROJECTS) CALCULATION OF ACTUAL COSTS TO BE PAID 1. Total amount of disbursement pursuant to this Payment Request: $. _____ _ 2. Payment to the Developer: Description of Improvement Categories Invoice Date of Projects of Cost Contractor/Suoolier No. Payment Amount $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL: $ C-7 1294387v.6 LUB200/58000 .... ) ) 3. Payment to Third-Party Payees or Jointly to the Developer and Third-Party Payees: Description of Improvement Categories Date of Pro.iects of Costs Contractor/Supplier Invoice No. Payment Amount $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $ The items listed are supported by attached copies of invoices or statements. C-8 1294387v.6 LUB200/58000 Date: Assignor: EXHIBITD TO ACQUISITION AND FUNDING AGREEMENT ASSIGNMENT OF PLANS VINTAGE LAND COMPANY, LTD., a Texas limited partnership Assignor's Mailing Address: Assignee: 11410 Trafalgar A venue Lubbock, Texas 79424 THE CITY OF LUBBOCK, 1EXAS, a Texas home rule municipality Assignee's Mailing Address: Agreement: District: P. 0. Box 2000 Lubbock, Texas 79457 Acquisition and Funding Agreement by and between CITY OF LUBBOCK, TEXAS and VINTAGE LAND COMPANY, LID., dated May I, 2008 Vintage Township Public Improvement District created by the Lubbock City Council on January 12, 2007 pursuant to Resolution No. 2007-R0022. Assignor and Assignee have entered into the Agreement with respect to the District. Reference to the Agreement is here made for all pwposes. Unless otherwise indicated, initially capitalized terms used in this Assignment will have the meaning given to them in the Agreement. Section 4.01 of the Agreement provides, in pertinent part, that Assignor shall deliver to Assignee a written assignment of its interest in the Plans for the Improvement Projects. For a valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows: I. Assignor hereby grants, transfers and assigns to Assignee all of Assignor's right, title and interest in and to the Plans, whether now existing or are prepared in the future. 2. With respect to each set of Plans, Assignor shall secure and deliver to Assignee an acknowledgment of and consent to the assignment of such Plan from the person preparing such Plans. The acknowledgment and consent shall be substantially in the form attached hereto as Exhibit "A". 3. Assignee hereby grants, transfers and assigns to Assignor a revocable license to utilize the Plans in connection with the Improvement Projects. So long as Assignor is not in default under the Agreement beyond the expiration of any applicable cure period provided therein, Assignor shall have the sole and exclusive right to exercise all of the rights of the owner with respect to the Plans. 4. If Assignor shall default under the Agreement and shall not cure such default within the applicable cure period, if any, provided in the Agreement, Assignee, at Assignee's option, may, but is not obligated to, revoke Assignor's license to utilize the Plans in connection with the Improvement Projects, following which revocation Assignee shall have the sole and exclusive right to utilize the Plans in connection with the Improvement Projects. Assignor hereby irrevocably constitutes and appoints Assignee as Assignor's attorney-in-fact, in Assignor's name or D-1 "') ~ J ' in Assignee's name, to enforce all rights of the owner with respect to the Plans following an event of a revocation of Assignor's license. 5. Upon the completion of the Improvement Projects and conveyance by Assignor to Assignee of Acceptable Title to all property on, in or over which the public improvements are located, this Assignment shall become absolute and the license to Assignor granted in Paragraph 2 of this Assignment shall terminate. 6. By acceptance of this Assignment, Assignee does not assume or agree to perform any of Assignor's obligations or responsibilities with respect to the Plans, including, without limitation, any respons1bility or obligation to pay any costs incurred in connection with the preparation of the Plans. 7. Assignee's rights under this Assignment upon the occurrence of a default shall be in addition to and not in lieu of any and all other rights and remedies Assignee may possess by reason of such default. 8. All notices required or permitted under the tenns of this Assignment shall be given to the addresses and in the manner provided in Section 9.03 of the Agreement and shall be effective as provided therein. EXECUTED and effective as of the day and date first above written. ASSIGNOR: VINTAGE LAND COMPANY, LID., a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas limited liability company, General Partner By:. ______________ _ Paul D. Stell, Sole Member ASSIGNEE: THE CITY OF LUBBOCK, TEXAS By:. ________________ _ Authorized Representative D-2 ') i ) Exhibit A ACKNOWLEDGMENT AND CONSENT OF CONTRACTOR The undersigned party (the "Contractor'') has been furnished with an executed copy of that certain Assignment of Plans (the "Assignment'') between VINTAGE LAND COMPANY, LTD. ("Assignor") and TIIE CITY OF LUBBOCK, TEXAS ("Assignee"), relating to certain public improvements (the "Improvement Projects"} to be constructed within the Vintage Township Public Improvement District created by the Lubbock City Council on January 12, 2007 pursuant to Resolution No. 2007-R0022 (the "District"). Contractor has prepared plans, designs, specifications, schedules and/or related construction contracts for the Improvement Projects (collectively, the "Plans"). Contractor consents to the terms of the Assignment and agrees to be bound by the provisions thereof. Contractor further agrees with Assignee as follows: 1. Contractor agrees to notify Assignee in writing of any default by Assignor under or with respect to the Plans. 2. Contractor agrees that Assignee may use the Plans in connection with the installation, construction operation, use, maintenance, repair and replacement of the Improvement Projects, without the payment of any additional consideration or compensation to Contractor except as provided in Paragraph 3 below. Contractor agrees to look solely to Assignor for payment of such sums except to the extent the same are owed to Contractor pursuant to such Paragraph 3. 3. If Contractor has not completed preparation of the Plans as of the date on which this Acknowledgment and Consent is executed, Contractor agrees that it will not cease work on the Plans or tenninate any agreement with Assignor with respect to preparation of the Plans without at least thirty (30) days prior written notice (a "Default Notice") to Assignee. If Contractor delivers to a Default Notice to Assignee, Assignee, by written notice (a "Continuation Notice'') delivered to Contractor within twenty (20) days following the date on which Assignee receives the Default Notice, may, but is not obligated to, notify Contractor in writing that Assignee desires that Contractor so continue work on the Plans on Assignee's behalf. Following delivery of a Continuation Notice, Assignee shall pay Contractor, at the rates provided in Contractor's agreement with Assignor, for all work, labor, materials and other services rendered by Contractor on Assignee's behalf following Assignee's delivery of the Continuation Notice to Contractor. Contractor wanants and represents to Assignee that Contractor, subject to the terms of its agreement with Assignor, is the sole owner of all rights and interests in and to the Plans, free and clear of any right, tide, claim or interest on the part of any other person. Contractor understands and acknowledges that Assignor may not retain Contractor to prepare the Plans without Assignee's prior consent and approval, that Assignee would not consent to the retention of Contractor to prepare the Plans but for the execution of this Acknowledgment and Consent, and that this Acknowledgment and Consent therefore is executed by Contractor in order to induce Assignee to consent to and approve the retention of Contractor in connection with the preparation of the Plans. D-3 EXECUTED as of the ___ day of _______ ~ 20 __ . CONTRACTOR: [Entity] By:. _________________ _ Printed Name:. ______________ _ Title:. ________________ _ [Individual] Printed Name: ______________ _ D-4 ') ) Vmson&Elkins 3700 TRAMMEll CROW CENTER 2001 ROSS AVENUE DAlLAS, TEXAS 75201-2975 ATTORNEYS AT LAW DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this "Declaration") is made to be effective as of June 14, 2007, by the Landowners signatory hereto (each a landowner and collectively, the "Landowners"). A. B, RECITALS: ·' Each of the Landowners holds record title to that portion of the real property located in Lubbock County, Texas, which is described in the attached Exhibit A (the "Assessed Parcels"). The City Council of the City of Lubbock, Texas (the "City Council") upon a petition requesting the establishment of a public improvement district to be known as Vintage Township Public Improvement District (the "District") by the then current owners of more than 50% of the appraised value of the taxable real property and more than 50% of the area of all taxable real property within the area requested to be included in the District, created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the ''PID Act"). C. The City Council has adopted an assessment ordinance (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as Exhibit A to the Assessment Ordinance (the "Service and Assessment Plan"), and has levied the assessments (the "Assessments") on property in the District. DECLARATIONS: NOW, THEREFORE, each Landowner, but only as to each Assessed Parcel owned by such Landowner, hereby declares that each such Assessed Parcel is and shall be subject to, and hereby imposes on each such Assessed Parcel, the following covenants, conditions and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: ( a) Each Landowner accepts and covenants and agrees to pay each Assessment levied on each Assessed Parcel owned by such Landowner. (b) Dallas 1281506v.1 Each Assessment or reassessment, with interest, the expense of collection, and reasonable attorney's fees, if incurred,· is a first and prior lien against the Assessed Parcel, superior to all other liens and claims except liens or claims for state, county, school district, or municipal ad valorem truces, and is a personal liability of and charge against the owners of the Assessed Parcel regardless of whether the owners are named. The lien constitutes a covenant running with the land and is effective from the date of the ordinance or order levying the Assessment until the Assessment is paid and may be enforced by the governing body in the same manner that an ad valorem tax lien against real property may be enforced by the J governing body. Delinquent instalhnents of the Assessment shall incur interest, penalties, and attorney's fees as provided in the PID Act. The owner of the Assessed Parcel may pay at any time the entire Assessment, with interest that has accrued on the Assessment, on any Assessed Parcel. 2. Each Landowner waives: (a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District and levying the Assessments; (b) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of the public hearing regarding the levy of Assessments by the City Council; ( c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council; ( d) any and all actions and defenses against the adoption of the Service and Assessment Plan, the City's finding of a 'special benefit' pursuant to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council's levy of the Assessments. 3. Amendments: This Declaration may be terminated or amended only by a document duly executed and acknowledged by the then-current owner(s) of each affected Assessed Parcel and the City. No such termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the Real Property Records of Lubbock County, Texas. 4. Third Party Beneficiary: The City is a third party beneficiary to this Declaration and may enforce the terms hereof. 5. Consent to Recording: Each landowner hereby authorizes the recording in the Real Property Records of Lubbock County of this Declaration against each Assessed Parcel owned by such Landowner. -2- Dallas I281506v.1 ) "'\ ., J ) EXECUTED by the undersigned on the dates set forth below to be effective as of the date first above written. THE STA TE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: VINTAGE LAND COMPANY, LTD. a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liability Company Its Ge:~;m...~rtner On this, the~ day of -Su..,\y , 2007, before me, the undersigned Notary Public, personally appeared Paul D. Stell, who acknowledged that he is the sole member of Vintage Land GP, L.L.C., the general partner of Vintage Land Company, Ltd., and that he, in such capacity, being duly authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.l ) THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [KIM CRAIG CONSTRUCTION, a Sole Propri . ors ip] By: Owner On this, the.;?.% day of Ji(..\y , 2007, befi?re me, th~ undersigned Notary Public, personally appeared K; ro, Ce~ , of 1' CL;; ~J. that he/she, in such capacity, beingduly auth-0~ d so to do, executed the fore ing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, 1 have hereunto set my hand and official seal SHELLY KAY IVERSEN MY COMMISSION EXPIRES May8,aJ09 Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.l .., ) ) THESTATEOFTEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [DAN HINES CONSTRUCTION, INCORPORATED, a Texas Corporation] By: Dan Hines President On this, the.Jot:L day of "Su.Jy . 2007, before me, the undersigneq Notary Public, personally appeared ~ \½ j n e.::, • ofllilf\ ~,• t\ e.S Conw:U•.>,i~Y\i that he/she, in such capacity, being duly authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. SHB.LY KAY iVERSEN MY COMMISSION EXPIRES MayS,2009 Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.l ' ) ; THE STA TE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [JOSEPH REED HOMES, [NC., a Texas Corporation] By: Jo(qilied President _ On this, the j:5-±h d~ of S<;:-,~ , 2007, before me, the undersigned Notary Pub he, personally appeared JOSE:+>fl..3e.A. , of "Ja:sep\\le.tr\. f:bJH~d that he/she, in such capacity, being duly authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. fN WITNESS WHEREOF, I have hereunto set my hand and official seal. SHEU.YKAYIVERSeN MY COMMISSION EXPIRES May8,2009 Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas I 281506v. l ) ) J THE STATE OF 1EXAS § § COUNTY OF LUBBOCK § LANDOWNER: [SEAL & SEAL IN CORPORA TED> a Texas Corporation] By: , . . On this, the ~ I V day of ~~~=---' 2007, before me, the undersigned Notary Public, personally appeared -~~___!!!~~----' of SeJ" £id , and that he/she, in such capacity, being d y authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. GAIL C. WOLFE MY COMMISSION EXPIRES JINt,2008 :~1,. ... , ..... _ .. ,, _____ , Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.1 ) ') .... ., J THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [STEVE HILL, INC., a Texas ~rporation] By: On this, the '2P1h day of :Su.,,\~ , 2007, before me, the undersigned Notary Public, personally appeared ._j :h,\l ~ \.l t \ \ , of 5:t:ev e H: \t 1 :r O<!,,.., and that he/she, in such capacity, being duly authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. SHEllY l<AY IVERSEN MY COMMISSION EXPIRES May8,:ml Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.l ) j ) ") THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [HOMESTEAD BUILDING TRADITIONS, INC., a Texas Corporation] By: Steve Ropes President On this, the ;,.;i""-day of a.,,_~, 2007, before me, the lllldersigned Notary Public, personally appeared .Sf..u.M __ , of ~~ ~-• and that he/she, in such capacity, being duly authorized so to do, executed the foregoing laration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. • . , IN WITNESS WHEREOF, I have hereunto set my hand and official seal. GAIL C. WOLFE MV COMMISSION EXPIRES June 1, 2008 Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.I ) "'I J ) J THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: By: Partner On this, the .£5~ day of Ju...\~ . 2007, before me, the undersigned Notary Public, personally appeared Ja,,ek. 5:Ko a 1J[. , of -2t{ut1~ (11;2+0 /11 , and that he/she. in such capacity, being duly authorize:?so to do, executed the C>regoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. INWI ) SHB.l.YKAY lVERSEN MY COMMISSION EXPIRES May8,3l09 unto set my hand and official seal. Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506<1.l ..., ") "'\ ) THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [McGUIRE BUILDERS, INC., a Texas Corporation] On this, the 25:rt-. day of J ~\ }' , 2007, before me, the unders,ip11ed Notary Public, personally appeared Job'<\ p'\4-&t<i re • of lY\1s; Lc..i re__J:u: ls:!£t;:Bnd that he/she, in such capacity, being duly authorized so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. SHEllY KAY 1VERSEN IIIY COMMISSION EXPIRES Maye,m Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281506v.l ) i i THE STATE OF TEXAS § § COUNTY OF LUBBOCK § LANDOWNER: [CHARLES E. KEY d/b/a KEY CONSTRUCTION COMPANY, a Sole Proprietorship] On this, the ~~2Yl\ day of~~~---' 2007, before me, the undersigned Notary Public, personally appeared ~ of 1\et ibn:tHUC:+icr\3-Tl.d that he/she, in such capacity, being duly authoriz d so to do, executed the foregoing Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his/her name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Signature Page to Declaration of Covenants, Conditions and Restrictions Dallas 1281 S06v. I ") Lot# Dvpmt Imprvmt Phase Area 1 1 1 2 1 1 ) 3 1 1 4 1 1 5 1 1 6 1 1 7 1 1 8 1 1 9 1 1 10 1 1 11 1 I 12 1 1 13 I I 14 1 1 15 l 1 16 1 I 17 I I 18 1 1 19 1 1 20 1 I 21 1 I 22 1 1 23 1 1 24 1 I i 25 I I 26 1 I 27 I 1 28 1 1 29 I 1 30 l 1 31 1 l 32 I 1 33 1 I 34 I I 35 1 1 36 I 1 37 I 1 Dallas 1281506v.l EXIDBIT A Vintage Township Public Improvement District Assessed Parcel Landowner Tax Ref ID R310559 Vintage Land Comoanv, Ltd. R310560 Vinta~e Land Comoanv, Ltd. R310561 Steve Hill, Inc .. a Texas Corporation R310562 Steve Hill, Inc., a Texas Comoration R310563 Kim Crai!Z Construction R310564 Homestead Building Traditions, Inc. R310565 Kirn Craig Construction R310566 Homestead Building Traditions, Inc. R310567 Homestead Buildini;i: Traditions, Inc. R310568 Joseph Reed Homes, Inc., a Texas Corporation R310569 Strong Custom Builders, a Texas General Partnership R310570 Strong Custom Builders, a Texas General Partnership R310571 McGuire Builders, Inc R310572 Joseph Reed Homes, Inc., a Texas Corporation R310573 Kim Craig Construction R310574 Kim Craig Construction R310575 Steve Hill, Inc., a Texas Cornoration R310576 McGuire Builders, Inc R310577 Charles E. Key d/b/a Key Construction Company R310578 Vintage Land Comoanv, Ltd. R310579 Steve Hill, Inc., a Texas Cornoration R310580 Homestead Building Traditions, Inc. R310581 Vintai:ze Land Comoanv, Ltd. R310582 Kim Craig Construction R310583 Homestead Building Traditions. Inc. R310584 Joseoh Reed Homes, Inc., a Texas Corooration R310585 Homestead Building Traditions. Inc. R310586 Vintage Land Comnanv, Ltd R310587 Vintage Land Comoanv, Ltd. R310588 McGuire Builders, Inc R310589 Vintage Land Company, Ltd. R310590 Vintage Land Comnanv, Ltd R310591 Vintage Land Company, Ltd R310592 Vintage Land Comnanv, Ltd. R310593 Vintage Land Comoanv, Ltd. R310594 Vintage Land Company, Ltd. R310595 Vintage Land Company, Ltd. A-1 "') Lot# Dvpmt Imprvmt Assessed Paree) Landowner Phase Area Tax Ref ID ) 38 1 1 R310596 Josenh Reed Homes, Inc. a Texas Corporation 39 1 1 R310597 Josenh Reed Homes, Inc., a Texas Comoration 40 1 I R310598 Josenh Reed Homes, Inc., a Texas Corporation 41 1 1 R310599 Josenh Reed Homes, Inc., a Texas Corporation 42 1 1 R310600 Josenh Reed Homes, Inc., a Texas Corporation 43 1 1 R310601 Josenh Reed Homes, Inc., a Texas Comoration 44 1 1 R310602 Josenh Reed Homes, Inc., a Texas Corporation 45 1 1 R310603 McGuire Builders, Inc 46 1 1 R310604 Charles E. Key d/b/a Key Construction Company 48 1 1 R310606 Vintage Land Company, Ltd. 50 1 1 R310608 Charles E. Key d/b/a Key Construction Comoanv 51 1 1 R310609 Josenh Reed Homes, Inc., a Texas Comoration 52 1 1 R310610 Homestead Building Traditions, Inc. 53 1 1 R310611 Vintage Land Companv, Ltd. 54 1 1 R310612 Vintage Land Comoanv, Ltd. 55 1 1 R310613 Vintage Land Company, Ltd. 56 I 1 R310614 Vintage Land Company, Ltd. 57 1 1 R310615 Vintage Land Company, Ltd. 58 1 1 R310616 Vintage Land Comoanv, Ltd. 59 1 1 R310622 Vintage Land Company, Ltd. 60 1 1 R310623 Vintage Land Company, Ltd. 61 1 1 R310624 Vintage Land Company, Ltd 62 1 1 R310625 Vintage Land Comoanv, Ltd. 63 1 I R310626 Vintage Land Company, Ltd. 64 1 1 R310627 Dan Hines Incomorated, a Texas Corporation 67 1 1 R310630 Homestead Building Traditions, Inc. 68 1 1 R310631 Seal & Seal Incomorated, a Texas Corporation 69 1 I R310632 Joseph Reed Homes, Inc., a Texas Comoration 70 1 I R310633 Charles E. Key d/b/a Key Construction Company 73 1 I R310636 Kim Craig Construction 75 1 1 R310638 Vintage Land Comoanv, Ltd 76 1 1 R310639 Vintage Land Company, Ltd. 77 I 1 R310640 Vintage Land Comoanv, Ltd. 78 I 1 R310641 Joseoh Reed Homes, Inc., a Texas Comoration 79 1 1 R310642 Seal & Seal Incomorated, a Texas Comoration 80 1 1 R310643 Kim Craig Construction 81 I 1 R310644 Dan Hines Incorporated, a Texas Comoration 82 I 1 R310645 Strong Custom Builders, a Texas General Partnership 83 1 1 R310646 Steve Hill, Inc .• a Texas Comoration 84 1 1 R310647 McGuire Builders, Inc A-2 Dallas I281506v.I Lot# Dvpmt Imprvmt Assessed Parcel Landowner Phase Area Tax Ref ID 85 1 1 R310648 Vintage Land Comoanv, Ltd 86 1 1 R310649 Vintage Land Company, Ltd. 87 1 1 R310650 Vintage Land Comoanv, Ltd. 88 1 1 R310651 Vintage Land Company, Ltd. 89 1 1 R310652 Vintage Land Cornoanv, Ltd. 90 1 I R310653 Vintage Land Comoanv, Ltd. 91 1 1 R310654 Vintage Land Company, Ltd. 92 1 1 R310655 Vintage Land Company, Ltd. 93 1 1 . R310656 Dan Hines Incomorated, a Texas Corooration 94 1 1 R310657 Kim Craig Construction 96 1 1 R310659 Charles E. Key d/b/a Key Construction Company 97 1 I R310660 Seal & Seal Incoroorated, a Texas Corooration 98 1 1 R310661 Strong Custom Builders, a Texas General Partnership 99 1 I R310662 McGuire Builders, Inc 100 1 1 R310663 Joseph Reed Homes, Inc., a Texas Corporation 101 I I R310664 Vintage Land Company, Ltd. 102 1 1 R310665 Vintage Land Comoanv, Ltd. 103 I 1 R310666 Vintage Land Company, Ltd. 104 I 1 R310667 Vintage Land Comoanv. Ltd. 105 1 1 R310668 Vintage Land Company, Ltd. 106 1 1 R310669 Vintage Land Company, Ltd. 107 1 1 R310670 Charles E. Key d/b/a Key Construction Company 108 1 I R310671 Vintage Land Company, Ltd ") 110 1 1 R310673 Steve Hill, Inc., a Texas Comoration 111 1 1 R310674 Vintage Land Comoanv, Ltd 112 2 I R311999 Vintage Land Comoanv, Ltd. 113 2 1 II " Vintage Land Comoanv, Ltd. 114 2 1 If fl Vintage Land Company, Ltd. 115 2 1 fl fl Vintage Land Comoanv, Ltd. 116 2 1 II n Vintage Land Company, Ltd. 117 2 1 n n Vintage Land Comoanv, Ltd. 118 2 1 n II Vintage Land Company, Ltd. 119 2 1 n " Vintage Land Comoanv, Ltd. 120 2 1 II II Vintage Land Company, Ltd. 121 2 I " " Vintage Land Company, Ltd. 122 2 1 " " Vintage Land Comoany, Ltd. 123 2 I " " VintaRe Land Comoanv, Ltd. 124 2 1 ti ti Vintage Land Company, Ltd. i 125 2 1 II ti Vintage Land Comoanv, Ltd. 126 2 1 Tl ti Vintage Land Company, Ltd 127 2 1 Tl ,, Vintage Land Company, Ltd A-3 Dallas 1281506v.1 J . Lot# Dvpmt lmprvmt Assessed Parcel Landowner Phase Area Tax Ref ID ) 128 2 1 " II Vintage Land Company, Ltd. 129 2 1 II " Vintage Land Company, Ltd. 130 2 1 " " Vinta.e;e Land Comoanv, Ltd. 131 2 1 " " Vintage Land Company, Ltd. 132 2 1 " " Vintage Land Comoanv, Ltd. ) 133 2 1 " " Vintage Land Company, Ltd 134 2 1 " " Vintage Land Comoanv, Ltd 135 2 1 II " Vintage Land Company, Ltd. 136 2 1 II " Vintage Land Company, Ltd. 137 2 1 " II Vintage Land Comoanv, Ltd. 138 2 1 " " Vintage Land Company, Ltd. 139 2 1 " " Vintage Land Company, Ltd. 140 2 1 II " Vintage Land Comoanv. Ltd. 141 2 1 It " Vintage Land Company, Ltd. 142 2 1 It " Vintage Land Company, Ltd. 143 2 1 II II Vintage Land Company, Ltd. 144 2 1 " II Vintage Land Company, Ltd. 145 2 1 II II Vintage Land Company, Ltd. 146 2 1 II " Vintage Land Company, Ltd 147 2 1 " " Vintage Land Comoany, Ltd 148 2 1 II II Vintage Land Company, Ltd 149 2 1 " " Vintage Land Company, Ltd. 150 2 1 " " Vintage Land Company, Ltd. 151 2 1 II n Vintage Land ComoanY, Ltd. 152 2 1 " " Vintage Land Company, Ltd. ) 153 2 1 " II Vintage Land Company, Ltd. 154 2 1 " II Vintage Land Comoanv, Ltd. 155 2 1 " " Vintage Land Company, Ltd. 156 2 1 " " Vintage Land Comoanv, Ltd. 157 2 1 " " Vintage Land Company, Ltd 158 2 1 II " Vintage Land ComoanY, Ltd 159 2 1 II II Vintage Land Company, Ltd 160 2 1 " " Vintage Land Company, Ltd. 161 2 1 II n Vintage Land Comoanv, Ltd. 162 2 1 II II Vintage Land Company, Ltd. 163 2 1 It II Vintage Land Company, Ltd. ) 164 2 1 II It Vintage Land Company, Ltd. 165 2 1 II " Vintage Land Comoanv, Ltd. 166 2 1 " " Vintage Land Company, Ltd. 167 2 1 " " Vintage Land Company, Ltd. 168 2 1 II " Vintage Land Comoanv, Ltd. 169 2 1 II " Vintage Land Company, Ltd 170 2 1 n " Vintage Land Comoanv, Ltd 171 2 1 " n Vintage Land Comoanv, Ltd. A-4 Dallas 1281506v.l 1 Lot# Dvpmt lmprvmt Assessed Parcel Landowner Phase Area Tax Ref ID 172 2 I " II Vintage Land Company, Ltd. 173 2 1 " " Vintage Land Company, Ltd. 174 2 1 II ti Vintage Land Company, Ltd. 175 2 1 " ti Vintage Land Company, Ltd. 176 2 1 " ti Vintage Land Comuanv, Ltd. 177 2 1 11 " Vintage Land Company, Ltd. 178 2 1 II " Vintage Land Company, Ltd. 179 2 1 II " Vintage Land Company, Ltd. 180 2 1 " II Vintage Land Comoanv. Ltd. 181 2 1 II " Vintage Land Comoanv, Ltd 182 2 1 " " Vintage Land Company, Ltd 183 2 1 " " Vintage Land Comoanv, Ltd. 184 2 1 II " Vintage Land Comoanv, Ltd. 185 2 1 ti It Vintage Land Company, Ltd. 186 2 I " It Vintage Land Comoanv, Ltd. 187 2 1 " It Vintage Land Company, Ltd. 188 2 1 11 11 Vintage Land Company, Ltd. 189 2 1 11 II Vintage Land Company, Ltd. 190 2 1 11 " Vintage Land Comoanv, Ltd. 191 2 1 " II Vintage Land Comoanv, Ltd 192 2 1 " " Vintage land Comoanv. Ltd. 193 2 1 " " Vintage Land Company, Ltd. 194 2 1 " ti Vintage Land ComoanY, Ltd. 195 2 1 It It Vintage Land Comoanv, Ltd. 196 2 I 11 It Vintage Land Company, Ltd. ) 197 2 1 11 II Vintage Land Company, Ltd. 198 2 1 II II Vintage Land Company, Ltd. 199 2 1 II II Vintage Land Comuany, Ltd. 200 2 1 II II Vintage Land Company, Ltd. 201 2 1 II " Vintage Land Comoanv, Ltd. 202 2 1 It n Vintage Land ComoanY, Ltd. 203 2 I It n Vintage Land Company, Ltd. 204 2 I " It Vintage Land Company, Ltd. 205 2 I 11 If Vintage Land Company, Ltd. 206 2 1 II II Vintaee Land Comoanv, Ltd. 207 2 1 II " Vintage Land Comuanv, Ltd. 208 2 1 II " Vintage Land Company, Ltd. 209 2 1 ti fl Vintage Land Comoanv, Ltd. 210 2 1 II " Vint.age Land Comoany, Ltd. 211 2 1 II n Vintage Land ComoanY, Ltd. 212 2 1 It II Vintage Land Company, Ltd. 213 2 1 It II Vintage Land Company, Ltd. 214 2 I " It Vintae:e Land Comoanv, Ltd. 215 2 I It " Vintage Land Comoanv, Ltd. A-5 Dallas 12SI506v.l ). Lot# Dvpmt Imprvmt Assessed Parcel Landowner Phase Area Tax Ref ID J 216 2 1 " " Vintage Land Company, Ltd 217 2 1 Tl " Vintage Land Company, Ltd. 218 2 1 " " Vintage Land Company, Ltd. 219 2 1 " " Vintage Land Company, Ltd. 220 2 1 11 " Vintage Land Company, Ltd. 221 2 1 " " Vintage Land Company, Ltd. 222 2 1 " " Vintage Land Company, Ltd. 223 2 1 " " Vintage Land Company, Ltd. 224 2 1 " " Vintage Land Company, Ltd 225 2 1 " " Vintage Land Company, Ltd. 226 2 . 1 " " Vintage Land Company, Ltd. 227 2 1 " " Vintage Land Company, Ltd. 228 2 1 " " Vintage Land Company, Ltd. 229 2 1 " " Vintage Land Company, Ltd. 230 2 1 " " Vintage Land Company, Ltd. 231 2 I " " Vintage Land Company, Ltd. 232 2 1 " II Vintage Land Company, Ltd 233 2 1 " " Vintage Land Company, Ltd. 234 2 I " " Vintage Land Company, Ltd. 235 2 1 " " Vintage Land Company, Ltd. 236 2 1 II " Vintage Land Company, Ltd. 237 2 1 " II Vintage Land Company, Ltd. 238 2 1 " " Vintage Land Company, Ltd. 239 2 1 II II Vintage Land Company, Ltd. 240 2 1 " " Vintage Land Company, Ltd. 241 2 1 II " Vintage Land Company, Ltd. 242 2 1 " n Vintage Land Company, Ltd. 243 2 1 " " Vintage Land Company, Ltd. 244 2 1 tt " Vintage Land Company, Ltd. 245 2 1 II II Vintaf;(e Land Company, Ltd. ) 246 2 1 II II Vintage land Company, Ltd. 247 2 1 " II Vintage Land Company, Ltd. 248 2 1 II " Vintage Land Company, Ltd. 249 2 1 II " Vintage Land Company, Ltd. 250 2 1 " II Vintage Land Company, Ltd. 251 2 1 " II Vintage Land Company, Ltd. 252 2 1 " " Vintage Land Company, Ltd. 253 2 1 " II Vintage land Company, Ltd. 254 2 1 " " Vintage Land Company, Ltd. 255 2 1 " i, Vintage Land Company, Ltd. A-6 Dallas 1281506v.l ..... ') Legal Descriptions for Assessed Lotsrrax Parcels The legal descriptions for the lots/tax parcels listed on pages A-1 through A-3 (except tax parcel R311999/lots 113-255) are as follows: Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28,29,20,31,32,33,34,35,36,37,38,39,40,41,42,43,44,45,46,48,50,51,52,53,54,55, 56,57,58,59,60,61,62,63,64,67,68,69, 70, 73, 75, 76, 77, 78, 79,80,81,82,83,84,85,86, 87, 88, 89, 90, 91, 92, 93, 94, 96, 97, 98, 99, 100, 101, 102, 103, 104, 105, 106, 107, 108, 110, & 111 Vintage Township, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 10412, Page 1, Official Public Records of Lubbock County, Texas The legal description for the property comprising tax parcel R3 l l 999 (also identified on pages A-3 through A-6 as lots 113-255, which lots have not yet been platted) consists of the metes and bounds description attached hereto. A-7 Dallas 1281506v.l i HUGO REED AND ASSOCIATES, INC. 1001 Awnue N / wbbOde, ,-. 79401 / ao.1183-5642 / FAX 8oet7S3-3891 METES AND BOUNDS DESCRIPTION of a 25.859 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a 112• iron rod wilh cap found in the North line of a 20 foot alley, for the Easternmost Southeast comer of the plat limits of Lots 1-111, Vintage Township, an addiHon to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 10412, Page 1, Official Public Records of Lubbock County, Texas, at a point of Intersection which bears N. es•13•si-W. a distanoe of 1140. 76 feet and S. 01 • 46'08. W. a distance of 862.27 feet from the Northeast comer of Section 23, Block E-2. Lubbock County, Texas; THENCE Southeasterly, along a curve to the right, said curve having a radius of 668.89 feet, a central angle of 09°12'239 , tangent lengths of 53.86 feet, a chord distance of 107.36 feet, and a chord bearing of S. 54°40'58" E. to a 1/2b iron rod with cap found at a point of intersection; THENCE S. 63°48'29" E., a distance of 35.00 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S . 2s•11 •31 • W., a distanoe of 5327 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 42° 43'52" E., a distanoe of 78.16 feet to a 112• iron rod with cap set for a corner of this tract; THENCE N. 69°56'38" E., a distance of 21.55 feet to a 112· iron rod with cap set for a comer of this tract; THENCE S. 17°44'42" E., a distance of 35.03 feet to a 1/2" iron rod with cap set for a pcint of Intersection for a comer of this tract; THENCE Southeasterly, along a curve to the left, said curve having a radius of 620.50 feet, a central angle of 23°53'17", tangent lengths of 131.26 feet, a chord distance of 256.83 feet, and a chord bearing of S. 31 °54'17" E. to a 112" iron rod with cap set for a point of intersection for a corner of this tract; THENCE S. 58"57'51" E., a distanoe of 48.95 feet to a 1/2° iron rod with cap set for a corner of this tract; THENCE S. 56°40'59" E., a distance of 72.50 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 52"07'48" E., a distance of 182.82 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 50°49'17" E., a distance of 47.48 feet to a 112• iron rod with cap set for a comer of this tract; THENCE S. 37"28'14K E., a distance of 51.02 feet to a 112" iron rod with cap set for a corner of this tract; THENCE s. 29°07'05• E., a distance of 180.06 feet to a 1/Z' iron rod with cap set for a point of curvature; THENCE Southeasterly, along a curve to the left, said curve having a radius of 355.00 feet, a central angle of 25°04'36", tangent lengths of 78.95 feet, a chord distance of 154.14 feet, and a chord bearing of S. 41 °39'23" E. to a 1/2" iron rod with cap set for a point of intersection for a corner of this tract; THENCE S. 35°49'38" W., a distanoe of 191.90 feet to a 112· iron rod with cap set for a point of intersection for a corner of this tract; Page 1 of3 ). 0 THENCE Northwesterly, along a curve to the right, said curve having a radius of 546.50 feet, a central angle of 02°18'03", tangent lengths of 10.97 feet, a chord distance of 21.94 feet, and a chord bearing of N. 53°00'21" W. to a 1 /2" iron rod with cap set for a point of intersection for a corner of this tract; THENCE s. 3s•o7•39• W ., a distance of 145. 75 feet to a 1 /2" Iron rod with cap set for a corner of this tract; THENCE Northwesterly, along a curve to the right, said curve having a radius of 666. 70 feet, a central angle of 05°01'33", tangent lengths of 29.26 feet, a chord distance of 58.46 feet, and a chord bearing of N. 48645'02" W. to a 1/2" iron rod with cap set for a point of tangency for a comer of this tract; THENCE N. 45• 48'39" W ., a distance of 15.09 feet to a 112" iron rod with cap set for a comer of this tract; THENCE S. 47°16'08" W., a distance of 56.59 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 38'21 '55" W ., a distance of 8.08 feet to a 112" iron rod with cap set for a comer of this tract; THENCE N. 43°48'01" W., a distance of 162.19 feet to a 1/2" iron rod with cap setfor a corner of this tract; THENCE S. 84 "39'16" W ., a distance of 12.44 feet to a 1 /2" iron rod with cap set for a point of intersection for a corner of this tract; THENCE Southwesterly, along a curve to the right, said curve having a radius of 345.00 feet, a central angle of 10°27'0r, tangent lengths of 31.56feet, a chord distance of 62.85 feet, and a chord bearing of S. 39°09'56" W. to a 112• iron rod with cap set for a point of Intersection for a corner of this tract; THENCE S. 47°16'08" W., a distance of 352.27 feet to a 112" iron rod with cap set for a comer of this tract; THENCE N. 41"40'33" W., a distance of 12.67 feet to a 112" iron rod with cap set for a comer of this tract; THENCE s. 4s•19•2r w., a distance of 125.76 feet to a 1/2" Iron rod with cap set for a comer of this tract; THENCE S. 41 ° 40'33" E., a distance of 24. 79 feet to a 112" iron rod with cap set for a corner of this tract: TH ENCE S. 48°19'37" W •• a distance of 20.00 feet to a 112" iron rod with cap set for a comer of this tract; THENCE N. 86°32'28" W ., a distance of 14 .18 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 41°40'33" W., a distance of 20.00 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 03°26'55" E., a distance of 14.11 feet to a 1/2~ iron rod with cap set for a corner of this tract; THENCE N. 41•40•33• W., a distance of 114.77 feet to a 1/2w iron rod with cap set for a comer of this tract; THENCE N. 46°52' 12" W., a distance of 47 .19 feet to a 112w iron rod with cap found for a comer of this tract; THENCE N. 48°19'27" E., a distance of 14.27 feet to a 112" iron rod with cap found for a corner of this tract; THENCE N. 41 °40'33" W., a distance of 269.85 feet to a 112n iron rod with cap set for a comer of this tract; THENCE N. 4 7"12'37" W., a distance of 54.17 feet to a 1 /2" iron rod with cap set for a comer of this tract; THENCE N. 31•23•15n W., a distance of 194.52 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 38°55'59" W ., a distance of 114.15 feet to a 1 /2" iron rod with cap found for a point of intersection for a corner of this tract; Page 2of 3 I) THENCE Southwesterly, along a curve to the right, said curve having a radius of 273.00 feet, a central angle of 03° 46'23", tangent lengths of 8.99 feet, a chord distance of 17 .97 feet, and a chord bearing of S. 25°19'20" W. to a 1 /2" iron rod with cap set for a point of Intersection for a corner of this tract; THENCE N. 43"29'45" W., a distance of 57.84 feet to a 1/T iron rod with cap set for a corner of this tract; THENCE N. 44"13'52" W ., a distance of 221.14 feet to a 1/2" iron rod with cap found in the West line of a 20 foot alley at the Southernmost Southwest corner of the plat limits of said Lots 1-111, Vintage Township, for a comer of this tract; THENCE N. 45° 46'08" E., along the Southeastern line of the plat limits of said Lots 1-111, a distance of 145.00 feet to a 1/2" iron rod with cap set in the West right-of-way line of Topeka Avenue and in the Southern plat limits of said Lots 1-111, Vintage Township; THENCE S. 44°13'52" E., along the West right-of-way line of said Topeka Avenue and said plat limits, a distance of 33.29 feet to a 112• iron rod with cap found at a comer of this tract in the Southeastern plat limits of said Lots 1- 111, Vintage Township; THENCE N. 47°21'20" E., continuing along said plat limits of Lots 1-111, Vintage Township, a distance of 372.13 feet to a 1/2" iron rod with cap found; THENCE N. 47°16'08" E., continuing along said plat limits, a distance of 433.97 feet to a acrow's foot" chiseled on concrete set for a corner of this tract; THENCE N. 83°46'15" E., continuing along said plat limits, a distance of 16.08 feet to a 112• iron rod with cap found at a corner of this tract; THENCE N. 30°42'51" E., continuing along said plat limits, a distance of 20.00 feet to the Point of Beginning. Bearings relative to Grid North, NAD 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control. Distances are Surface, U.S. Survey Feet. April 27, 2007 Robert A. Christopher Registered Professional Land Surveyor No. 5167 Licensed State Land Surveyor FILED AND RECORDED State ofT ··f ·or~ .,,i,W''"'.:_~t· . '\.$.tJ•~~Jr OFFICIAL PUBLIC RECORDS !,;l~~;t,:tt;J l ii • _. . • · {) ~ • 'I '~f~-_,_ .. ~~~~/ ~~ Yfcifi-~J!V Kelly Pinion, County Clerk Lubboek County TEXAS September 26, 2007 09:23:23 AM FEE: $95.00 2007039390 Psge3ol3 ·~ .. ") ) \ 1111\l l\lll lllll lllll lll\l lll!i 11111111\1111\\ 1111111111111 AMEND 2008017277 7 PGS FIRST SUPPLEMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This FIRST SUPPLEMENT TO DECLARATION OF COVENANTSt CONDITIONS AND RESTRICTIONS (this "Amendment") is made to be effective as of June 14, 2007, by the Landowner signatory hereto ("Amending Landowner"). RECITALS: A. That certain Declaration of Covenants, Conditions and Restrictions (the "Original Declaration"; capitalized terms used herein but not defined shall be given the meanings assigned to them in the Original Declaration), executed by the Landowners and dated effective as of June 14, 2007, set forth and imposed on the Assessed Parcels certain covenants, conditions and restrictions. The Original Declaration was recorded in the Official Public Records of Lubbock County, Texas on September 26, 2007 at Document No.: 2007039390. B. Exhibit A to the Original Declaration (the "Original Exhibit A") contained a legal description for each of the Assessed Parcels. The legal description contained in the Original Exhibit A describing one of the Assessed Parcels owned by Amending Landowner was erroneous. C. Amending Landowner now desires to amend the Original Exhibit A in order to correct the erroneous legal description of the Assessed Parcel owned by Amending Landowner. No other term of the Original Declaration, and no other portion of the Original Exhibit A are affected by this Amendment. Therefore, pursuant to paragraph 3 of the Original Declaration, no Landowner (other than Amending Landowner) is required to be a party to this Amendment. DECLARATIONS: NOW, THEREFORE, Amending Landowner, but only as to the Assessed Parcel owned by Amending Landowner described in the Original Exhibit A as· tax parcel R311999 (also identified on pages A-3 through A-6 as lots 113-255, which lots have not yet been platted), hereby deciares that the Original Declaration is amended as follows: 1. Amendment to the Original Exhibit A: The Original Exhibit A is hereby amended so as to replace, in its entirety, that portion of the Original Exhibit A relating to the Assessed Parcel and described in Original Exhibit A as tax parcel R31 I 999 ( also identified on pages A-3 through A-6 as lots 113-255, which lots have not yet been platted) owned by Amending Landowner with the legal description contained in Exhibit A attached hereto. 2. No Affect to other Assessed Parcels or Landowners; Binding Effect: Nothing in this Amendment shall in any manner affect any other Landowner or any Assessed Parcel other than the Assessed Parcel referenced in paragraph 1. owned by Amending Landowner. Amending Landowner acknowledges and agrees that, except as modified hereby, the Original Declaration shall remain in full force and effect with respect to Amending Landowner and the Assessed Parcels owned by Amending Landowner. l 369078v.2 LUB200/58000 ) ) ) '\ EXECUTED by the undersigned on the dates set forth below to be effective as of the date first above written. THE ST ATE OF TEXAS § § COUNTY OF LUBBOCK § AMENDING LANDOWNER: VINTAGE LAND COMPANY, LTD., a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liability Company, Its General Partner On this, the .;,f 9!!' day of ~ , 2008, befure me, 1he undersigned Notary Public, personally appeared Paul o.tell,who acknowledged that he is the sole member of Vintage Land GP, L.L.C., the general partner of Vintage Land Company, Ltd., and that he, in such capacity, being duly authorized so to do, executed the foregoing First Amendment to Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Signature Page for First Supplement to Declaration of Covenants, Restrictions and Conditions .., .., ) ) EXECUTED by the undersigned on the dates set forth below to be effective as of the date first above written . THE STATE OF TEXAS § § COUNIT OF LUBBOCK § AMENDING LANDOWNER: VINTAGE LAND COMPANY, LTD., a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liability Company, Its General Partner On this, the ;2.../~day of ~ , 2008, before me, the undersigned Notary Public, personally appeared Paul D~tell,who acknowledged that he is the sole member of Vintage Land GP, L.L.C., the general partner of Vintage Land Company, Ltd., and that he, in such capacity, being duly authorized so to do, executed the foregoing First Amendment to Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. _, ® CELIA WEBB f ' Nolay Ptd>lic, State of Texas 1 l ,.., CcmnlssD1 ElqJi'IS m-01-2010 i- >=As s J4 •. a ;aux Signature Page for First Supplement to Declaration of Covenants, Restrictions and Conditions .., ) ' ' .., CONSENT OF THE CITY OF LUBBOCK, TEXAS The undersigned, as a duly authorized representative of the City of Lubbock, Texas, hereby approves of and consents to the terms of this Amendment and to the recording thereof. THE STATE OF TEXAS § § COUNTY OF LUBBOCK § David A. M ler, Mayor On this, the :/8~ day of ,4rdl , 2008, before me, the undersigned Notary Public, personally appeared David A. Miller, Mayor of the City of Lubbock, Texas, and that he, in such capacity, being duly authorized so to do, executed the foregoing First Amendment to Declaration of Covenants, Conditions and Restrictions for the purposes therein contained by signing his name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. -------t j ep . ELISA SANCHEZ • • ~ Notar/ Public, Slate ol Texas ~ i -~. Uy CorMll$SIOII ~ 11·07-2011 t I • I Notary Public Signature (j' -- Consent of City "I ) i 1369078v.2 LUB200/58000 ) EXHIBIT A Legal Description A-1 .., } , ) HUGO REED AND ASSOCIATES. INC. 1801 Avenue N / Lllbbock. Ttxu 79401 / 806ml3-5642 / FA,C 8061763-9891 METES AND BOUNDS DESCRIPTION of a 31.017 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a 1/2" iron rod with cap found in the North line of a 20 foot alley, for the Easternmost Southeast corner of the plat limits of Lots 1-111, Vintage Township, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 10412, Page 1, Official Public Records of Lubbock County, Texas, at a point of intersection which bears N. 88°13'52" W. a distance of 1140.76 feet and S. 01 °46'08" W. a distance of 862.27 feet from the Northeast comer of Section 23, Block E-2, Lubbock County, Texas: THENCE Southeasterly, along a curve to the right, said curve having a radius of 668.89 feet, a central angle of 09°12·239 , tangent lengths of 53.86 feet, a chord distance of 107 .36 feet, and a chord bearing of S. 54 ° 40'58. E. to a 1 /2" iron rod with cap found at a point of intersection; THENCE S. 63°48'29" E., a distance of 35.00 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 26°11'31" W., a distance of 53.27 feet to a 1/'Z' iron rod with cap set for a corner or this tract: THENCE S. 42"43'52" E., a distance of 78.16 feet to a 112~ iron rod with cap set for a corner of this tract; THENCE N. 69"56'38" E., a distance of 21.55 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 11°44•42• E., a distance of 35.03 feet to a 1/2" iron rod with cap set for a point of intersection for a corner of this tract; THENCE Southeasterly, along a curve to the left, said curve having a radius of 620.50 feet, a central angle of 23"53'1 r, tangent lengths of 131.26 feet, a chord distance of 256.83 feet, and a chord bearing of S. 31"54'17" E. to a 1 /2" iron rod with cap set for a point of intersection for a comer of this tract; THENCE S. 58"57'51" E., a distance of 48.95 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 56"40'59" E., a distance of 72.50 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 52°07'48" E., a distance of 182.82 feet to a 112• iron rod with cap set for a comer of this tract; THENCE S. 50°49'1T E., a distance of 47.48 feet to a 112" iron rod with cap set for a corner of lhis tract; THENCE S. 37°28'14" E., a distance of 51.02 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 29°07'05~ E., a distance of 180 .06 feet to a 112:' iron rod with cap set for a point of curvature; THENCE Southeasterly, along a curve to the left, said curve having a radius of 355.00 feet, a central angle of 25"04'36", tangent lengths of 78.95 feet, a chord distance of 154.14 feet, and a chord bearing of S. 41°39'23" E. to a 1/2~ iron rod with cap set for a Point of intersection for a corner of this tract; THENCE S. 35"49'38" W., a distance of 191.90 feet to a 1/2" iron rod with cap set for a point of intersection for a comer of this tract: Page 1 of 3 ) THENCE Northwesterly, along a cuive to the right, said curve having a radius of 546.50 feet, a central angle of 02°18'03~, tangent lengths of 10.97 feet, a chord distance of 21.94 feet, and a chord bearing of N. 53°00'21" W. to a 1/2" iron rod with cap set for a point of intersection for a corner of thiS tract; ') i ) THENCE s. 38°07'39" W ., a distance of 145. 75 feet to a 1 /2ff iron rod with cap set for a comer of this tract; THENCE Northwesterly, along a curve to the right, said curve having a radius of 666.70 feet. a central angle of 05°01'33~, tangent lengths of 29.26 feet, a chord distance of 58.46 feet, and a chord bearing of N. 48°45'02" W. to a 1/2" iron rod with cap set for a point of tangency for a comer of this tract; THENCE N. 45°48'39" W., a distanoe of 15.09 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 47°16'08" W., a distance of 56.59 feet to a 1/2~ iron rod with cap set for a comer of this tract; THENCE s. 38°21 'SSn W., a distance of 8.08 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 43°48'01" W., a distanoe of 162.19feet to a 1/2" iron rod with cap set fora comer of this tract; THENCE S. 84°39'16" W., a distance of 12.44 feet to a 1/2" iron rod with cap set for a point of intersection for a corner of th is tract; THENCE Southwesterly, along a curve to the right, said curve having a radius of 345.00 feet, a central angle of 10°27'07", tangent lengths of 31.56 feet, a chord distance of 62.85 feet, and a chord bearing of S. 39°09'56• W. to ;, a 1 /2" iron rod with cap set for a point of intersection for a corner of this tract: THENCE S. 47"16'08" W., a distance of 352.27 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 41 °40'33" W., a distance of 12.67 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE S. 48°19'27~ W., a distance of 125.76 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 41°40'33~ E., a distance of 24.79 feet to a 1/2" iron rod with cap set for a corner of this tract: THENCE S. 48°19'37" W., a distance of 20.00 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 86°32'28" W., a distance of 14.18 feet to a 1/2" iron rod with cap set for a comer of this tract: THENCE N. 41 °40•33• W., a distance of 20.00 feet to a 112" iron rod with cap set for a comer of this tract: THENCE N. 03°26'55" E., a distance of 14.11 feet to a 1/2" iron rod with cap set for a comer of lhis tract; THENCE N. 41°40'33" W., a distance of 114.77 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 46°52'12" W., a distance of 47.19 feet to a 1/2" iron rod with cap found for a comer of this tract; THENCE N. 48°19'27" E., a distance of 14.27 feet to a 112· iron rod with cap found for a comer of this tract; THENCE N. 41 °40'33" W ., a distance of 269.85 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 47°12'37" W., a distance of 54.17 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 31°23'15" W., a distance of 194.52 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 38°55'59" W., a distance of 114.15 feet to a 1/2" iron rod with cap found for a point of intersection for a comer of this tract; Psge2of3 ..., . .., ) .., THENCE Southwesterly, along a curve to the right, said curve having a radius of 273.00 feet, a central angle of 03°46'23", tangent lengths of 8.99 feet. a chord distance of 17.97 feet, and a chord bearing of S. 25°19'20" W. to a 112• iron rod with cap set for a point of intersection for a comer of this tract; THENCE N. 43°29•45P W., a distance of 57.84 feet to a 1/2" iron rod with cap set for a comer of this tract; THENCE N. 44°13'52" W., a distance of 221.14 feet to a 1/2" iron rod with cap found in the West line of a 20 foot alley at the Southernmost Southwest corner of the plat limits of said Lots 1-111, Vintage Township, for a corner of this tract; THENCE N. 45°46'08D E., along the Southeastern line of the plat limits of said Lots 1-111, a distance of 145.00 feet to a 1/2" iron rod with cap set in the West right-of-way line of Topeka Avenue and in the Southern plat limits of said Low 1-111, Vintage Township; THENCE s. 44°13'52" E., along the West right-of-way line of said Topeka Avenue and said plat limits, a distance of 33.29 feet to a 1/2" iron rod with cap found at a corner of this tract in the Southeastern plat limits of said Lots 1- 111, Vintage Township; THENCE N. 47°21'20" E., continuing along said plat limits of Lots 1-111, Vintage Township, a distance of 372.13 feetto a 1/2" iron rod with cap found; THENCE N. 47°16'08" E., continuing along said plat limits, a distance of 433.97 feet to a •crow's foot" chiseled on concrete set for a corner of this tract; THENCE N. 83°46'15" E., continuing along said plat limits, a distance of 16.08 feet to a 1/2" iron rod with cap found at a corner of this tract; THENCE N. 30°42'51 ~ E., continuing along said plat limits, a distance of 20.00 feet to the Point of Beginning. Bearings relative to Grid North, NAO 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control. Distances are Surface, U. S. Survey Feet. April 27, 2007 Robert A. Christopher Registered Professional Land Surveyor No. 5167 Licensed State Land Surveyor State of Texas FILED AND RECORDED OFFICIAL PUBLIC RECORDS Kelly Pinion, County Cle~k Lubbock County TEXAS May 09, 2008 10:16:35 AM FEE: $40.00 2008017277 Page3of3 ., ) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is entered into as of the 13th day of May, 2008 (the "Effective Date") by and between the City of Lubbock, Texas ("City") and Vintage Town Assembly, Inc. ("Manager"). A. Recitals: Manager is the neighborhood home owners association generally known as The Town Assembly. B. The public improvements identified herein are located within Vintage Township. C. The City has created the Vintage Township Public Facilities Corporation ("PFC") to assist in the financing of public improvements located within Vintage Township. D. The City has authorized the issuance of its Vintage Township Public hnprovement District Special Assessment Revenue Bonds, Series 2008A (the "City Amenities Bonds") to finance public improvements described in this Agreement. E. The PFC was created to acquire the City Amenities Bonds with the proceeds of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public hnprovement District Project) Series 2008A. F. Manager and City desire that Manager, or its successors or assigns, be responsible for certain maintenance, repair, and replacement of the public improvements constructed by Developer or Manager in accordance with this Agreement and to that end, City desires to authorize Manager, its successors and assigns, to conduct such maintenance, repair or replacement. Agreement: NOW TIIEREFORE, in consideration of the City's issuance of bonds and creation of the PFC to provide for the financing of the public improvements described herein, and Manager's promise to conduct certain maintenance, repair, and replacement of improvements, as described herein, as well as for consideration of Manager's promise to manage the public improvements, also as described herein, the City and Manager agree as follows: 1. Use of Public Improvements: City hereby authorizes Manager to use the Public Improvements (as defined herein). Unless City's approval is expressly called for in this Agreement, the approval of the City shall not be a prerequisite to actions taken by Manager required for Manager to maintain, replace and repair the Public Improvements, as described herein. 2. Term: The term of this Agreement shall commence on May 13, 2008, and shall continue in effect until May 13, 2023, unless earlier terminated under the terms of this Agreement (the "Initial Term"). Dallas l 300790v.4 ' , ) ) ) ' 3. 4. Renewal: This Agreement will renew automatically for consecutive one (1) year tenns ( each a "Renewal Term") unless either party provides written notice to the other party at least one hundred and eighty (180) days prior to the termination of the htitial Term or the current Renewal Term. Conditions: City and Manager acknowledge that the improvements contemplated by this Agreement shall be maintained, repaired, and replaced as set forth in this Agreement. Consequently, the following are conditions of this Agreement: a. Improvements. Attached hereto as Exhibit "A" and incorporated herein is a Service and Assessment Plan adopted by the City pursuant to Ordinance No. 2007-00058 on June 14, 2007, as amended by Ordinance No. 2008-00005 on February 15, 2008 (the "Service and Assessment Plan") for the acquisition and construction of the Public Improvements. Vintage Land Company, Ltd. ("Developer''), shall have the right, but not the obligation, to construct any or all of the public improvements to the Public Improvements defined in the Service and Assessment Plan as Improvement Project A (the "Public Improvements"). Except for its maintenance obligations under Sections 5 and 6. below, Manager shall have the right, but not the obligation, to replace, maintain, and access at all times the Public Improvements after construction provided that (i) such improvements meet City building codes, and (ii) such improvements are initially constructed without cost to the City except as provided in the Acquisition and Funding Agreement, dated as of May 13, 2008, between the City and the Developer. However, Manager shall not be required to construct, maintain, repair, or replace, any additional improvements mandated by City after the Public Improvements are constructed and accepted by the City and ownership of the portion of the property upon which those Public Improvements are located has been conveyed to the City. b. Parking. In addition to on-street parking located on public streets adjacent to parks, Manager may furnish additional parking for visitors for certain portions of the Public Improvements during the term of this Agreement. Manager shall have the right to designate where and how such parking shall occur and shall have the right to relocate or reconfigure such parking from time to time as Manager may deem appropriate as long as such parking complies with City Ordinances relating to Vintage Township and does not interfere with maintenance of existing City utilities. c. Access. The public will have access to the Public Improvements by way of public streets, but to the extent entrances to the Public Improvements require passage across private property, Manager shall, at its sole discretion, designate the entrances to the Public Improvements, and, to the extent such entrances require passage across private property, Manager shall provide and secure such passage for the City and noncommercial individual use, taking such steps as are necessary to preserve such access in any sale or conveyance of the subject property. 5. Maintenance: 2 Dallas J300790v.4 "1 ') ) ) ) a. b. Level of Care. Manager shall provide the level of maintenance normal and usual for the City in maintaining and operating a City public park. Manager shall maintain the Public hnprovements in good condition, ordinary wear and tear excepted. Manager costs. Manager shall be responsible for the following costs relating to the maintenance: (1) Operation and maintenance costs as are reasonably necessary to comply with the tenns of this Agreement and not otherwise the responsibility of City pursuant to this Agreement. Additional or extraordinary operation and maintenance costs shall not be incurred without Manager's prior written consent. (2) Construction and maintenance costs associated with any additional improvements Manager desires to construct in the future. 6. Manager's Rights and Obligations: Manager shall have the following rights and obligations with respect to the Public Improvements: a. To operate, on behalf of City, maintain, repair, and replace the Public hnprovements constructed by Developer or Manager; b. To pay for and construct additional alterations and improvements at a future date as long as such alterations and improvements comply with the description of allowed improvements set forth in the Service and Assessment Plan approved by the City. All pennanent alterations or improvements to the Public Improvements made by Manager will become the Public Improvements of City upon completion of said alterations or improvements and Manager will have such obligations relating thereto and such rights therein as are set forth in this Agreement; c. To enter into contracts for the operation, maintenance, repair, or replacement of Public Improvements, including but not limited to contracts for landscape maintenance, refuse removal, security, and other services as Manager deems necessary in its sole discretion; d. To hire, supervise, and terminate employees and independent contractors, if any, reasonably required in Manager's sole discretion for the operation, maintenance, repair, or replacements of Public Improvements; e. To access, including ingress and egress to and from, the Public Improvements and over, across and under the Public Improvements; f. To install, operate, maintain, repair and replace utilities serving the Public Improvements; g. To rent and operate buildings, kiosks and other structures, and open spaces on 3 Dallas 1300790v.4 ) ) h. behalf of City to and for individuals for private parties, weddings, and other social events, and to and for for-profit and non-profit enterprises in parks and public right-of-ways interior to the Public Improvements provided th.at such uses are allowed by City ordinances applicable to Vintage Township. To permit seating for customers, passage for push carts owned by Manager or operated pursuant to contract with user, display of merchandise sold by retail establishments on the Public Improvements provided that such uses are allowed by City ordinances applicable to Vintage Township; i. To operate, schedule, and manage the Public Improvements by Manager. Manager shall have the right to charge reasonable access fees, related to the events planned, coordinated and held by Manager on the Public Improvements; J. To schedule, manage and charge any other vendors or concessionaires that operate on the Public Improvements. Any concession agreements or vendor contracts for such vendors/concessionaires are subject to the prior approval of City, which approval shall not be unreasonably withheld; k. To market and advertise activities and events to be held on the Public Improvements, including but not limited to the display of signs on the Public Improvements and other print, radio, television, cable, satellite, and internet advertising, as long as the advertising does not violate any City ordinance applicable to Vintage Township; I. To collect and enforce the collection of income and payments, including but not limited to rent, provided that Manager is not obligated to initiate or prosecute any legal proceedings to recover any delinquent amounts owed; and m. To lease the Public Improvements ( on behalf of City) for or schedule and conduct and/or manage public events at the Public Improvements, including but not limited to, art fairs, holiday events, concerts, dog shows, etc. Notwithstanding any of the foregoing, any contract or agreement contemplated by subparagraphs (a) -(m) above shall not exceed fifty (50) days without the prior written consent of the City. 7. Safety and Security: Subject to the prior approval of the City, Manager shall have the right to establish reasonable rules for use of the Public Improvements, including conduct and curfew rules. In accordance with existing policy, the Lubbock Police Department shall remain responsible for general safety and security at the Public Improvements, and Manager shall work with such department to: a. Coordinate any rules and assure their legal enforceability; b. Coordinate patrol patterns and communications to provide appropriate security but minimize burdens on the Lubbock Police Department; 4 Dallas I 300790v.4 ) '1 '\ ' ) 8. c. Provide additional private or public security and/or traffic control for special events in accordance with applicable City policies, and d. Coordinate any additional security which Manager may choose, at its sole discretion, to provide from time to time. Contingencies: Because of the direct relationship of the availability of the rights set forth in Section 6 hereof with Manager's willingness to fund the cost of certain improvements to the Public Improvements, if Manager is not able to utilize such rights because of any constraint upon the City's ability to grant such rights, then Manager shall have the right to terminate this Agreement. 9. Condition of Public Improvements: Manager shall manage the Public Improvements in its present condition without any liability or obligation on the part of City to make any alterations, improvements or repairs of any kind on or about the Public Improvements. 10. a. Any alterations or improvements of a type not contemplated by the Service and Assessment Plan must be approved in writing by City, which approval shall not be unreasonably withheld or delayed prior to their installation or construction. Such alterations or improvements to the Public Improvements shall be at the expense of Manager during the term of this Agreement ( except to the extent that such alterations or improvements are additional improvements mandated by the City subsequent to the City's accepting of and taking ownership of the Public Improvements). All permanent alterations, improvements and repairs to the Public Improvements made by Manager will become the Public Improvements of City upon completion of said alterations, improvements or repairs and Manager will have such obligations relating thereto and such rights therein as are set forth in this Agreement. b. Manager agrees that Manager will pay all liens of contractors, subcontractors, mechanics, laborers, materialmen and other like parties and will indemnify City against all legal costs and charges, bond premiums for release of liens, including legal counsel fees and costs reasonably incurred in and about the defense of any suit in discharging the Public Improvements or any part thereof from any liens, judgments or encumbrances caused by Manager. Provided, however, that Manager shall have no obligation to pay any party who has filed a lien against the Public lmprovements if Manager has a dispute over the amount owed or the work performed by such party so long as Manager has posted a bond or other surety instrument in an amount equal to the amount of such lien. Access to Improvements: Manager and its authorized employees, representatives and agents will have unrestricted access to any and all of the Public Improvements. To the extent that Manager is in sole possession of keys and combinations to the Public Improvements, Manager shall provide City with a copy of such keys or combinations. Notwithstanding the foregoing, no secured portion of the Manager's operational facilities shall be subject to inspection except in the company of Manager's representatives. 5 Dallas I300790v.4 ) 11. 12. Use of Revenues, Accounts, Records and Receipts: All monies received by Manager from operations conducted on the Public Improvements, including but not limited to, entrance, admission and user fees and rental or other consideration received from its concessionaires, will be utilized by Manager for the administration, maintenance, operation and development of the Public Improvements. To the extent revenue exceeds the costs required to perfomi the foregoing, all excess revenues shall be relinquished to City. Manager shall establish and maintain accurate records and accounts of such receipts. City shall have the right to perform audits or to require Manager to audit the records and accounts of Manager, third party concessionaires and any other third parties collecting access or Manager fees on the Public Improvements in accordance with the auditing standards and procedures promulgated by the American Institute of Certified Accountants or by the state, and furnish City with the results of such audit. Insurance: Manager shall carry and pay the premium on liability insurance policy with a single combined limit of not less than $1,000,000.00 to protect against bodily injury or Public Improvements damage and to file a copy of said policy with City annually; said policy shall give protection to the public in connection with all activities or events engaged in by Manager in its use, maintenance and operation of the Public Improvements. The insurance required by this Agreement shall, at a minimum, be issued by insurance companies authorized to do business in the State of Texas, with a rating of at least an A-:VII (financial strength rating: financial size category) or better as rated in the most recent edition of A.M. Best Company ratings and shall name City as an additional insured at the cost of Manager. Manager agrees to furnish City with a copy of certificates or binders evidencing the existence of the insurance required herein within forty-five (45) days of the execution of this Agreement. City must receive at least ten (10) days' prior written notice of any cancellation of Manager's insurance coverage. City shall not be liable to Manager or Manager's employees, agents, representatives, officers, directors, members, partners or licensees for any damage whatsoever to persons or Public Improvements of Manager or Manager's employees, agents, representatives, officers, directors, members, partners or licensees for occurrences on the Public Improvements, except for loss arising out of the gross negligence or willful misconduct of City or its servants, employees or agents. Manager's actions on the Public Improvements, including but not limited to the maintenance set forth in this Agreement, shall be for the benefit of Vintage Town Assembly, Inc., and the Vintage Township Public Improvement District. 13. Manager's Obligation to pay the PFC's Costs: The PFC was created by the City solely to assist with the financing of the Public Improvements for Vintage Township. In consideration thereof, Manager is obligated to pay all costs incurred by the PFC, anticipated to include, but not limited to, insurance for the PFC Board of Directors of the type normally obtained by the City for other similar boards, and bond trustee/paying agent and arbitrage calculation fees, if any, relating to the PFC's Bonds. 14. Assignment: Without the prior approval of City (not to be unreasonably withheld), Manager will not transfer or assign any interest or privilege of Manager granted hereunder. 6 Dallas 1300790v.4 } 15. Compliance: Manager shall comply with all local, state, and federal rules, regulations, laws, codes, and ordinances now in force or hereafter promulgated and regarding construction and environmental protection. However, Manager shall not be required to abide by City's bid or procurement laws for construction, maintenance, repair, or replacement of improvements on the Public Improvements, or for concessions or other rental or management of the Public Improvements. 16. Indemnity: Manager agrees to release, indemnify and hold City and City's council members, commission members, officers, servants and employees hannless from and against any and all liabilities, damages, business interruptions, delays, losses, claims, judgments, of any kind whatsoever, including all costs, attorneys' fees, and expenses incidental thereto, which may be suffered by, or charged to, City or City's council members, commission members, officers, servants and employees by reason of any breach, violation or non-performance by Manager or its servants, employees or agents of any covenant or condition of this Agreement. 17. Force Majeure: Neither City nor Manager shall be liable for its failure to perform this Agreement or for any loss, injury, damage or delay of any nature whatsoever resulting therefrom caused by any Act of God or nature, fire, flood, accident, strike, labor dispute, riot, insurrection, war, act of terrorism, or any other cause beyond City's or Manager's control. 18. Default and Remedies: a. In the event that Manager breaches any term or provision of this Agreement, and fails to remedy the same after thirty (30) days written notice, City may tenninate this Agreement by giving written notice to Manager, provided, however, that City may not tenninate this Agreement if the nature of Manager's breach is such that it cannot reasonably be cured within thirty (30) days and Manager is diligently pursuing a cure of such breach. In the event Manager files a petition in bankruptcy or receivership or makes a transfer or assignment for the benefit or creditors, then City may immediately terminate this Agreement, such termination to be effective immediately upon receipt of notice. In the event of the termination of this Agreement under this Section 18.a., privileges granted herein and obligations imposed herein shall terminate immediately and any and all rights of Manager to any fees or charges to third parties, including but not limited to concessionaires and vendors, shall immediately accrue to City. Manager further agrees to pay all of City's expenses, including attorney's fees and costs, in enforcing any of the obligations of this Agreement, or in any proceedings or litigation in which City shall become involved without City's fault, by reason of this Agreement. b. Except as otherwise provided in this Agreement, in the event that City breaches any term or provision of this Agreement, and fails to remedy the same after thirty (30) days written notice, Manager may (i) terminate this Agreement by giving written notice to City, provided, however, that Manager may not terminate this Agreement if the nature of City's breach is such that it cannot reasonably be cured within thirty (30) days and City is diligently pursuing a cure of such breac~ and 7 Dallas I 300790v.4 ) ) 19. (ii) shall be entitled to injunctive relief, a decree for specific perfonnance, and such other relief as may be proper (including monetary damages if appropriate). In the event of the termination of this Agreement under this Section 17.b., privileges granted herein and obligations imposed herein shall tenninate immediately and any and all rights of City to any fees or charges to third parties, including but not limited to concessionaires and vendors, shall immediately accrue to Manager. City further agrees to pay all of Manager's expenses, including attorney's fees and costs, in enforcing any of the obligations of this Agreement, or in any proceedings or litigation in which Manager shall become involved without Manager's fault, by reason of this Agreement. Notices: a. Any notice given by one party to the other in connection with this Agreement shall be in writing and hand-delivered or sent by certified or registered mail, return receipt requested: Ifto City, addressed to: City of Lubbock 1625 13th Street Lubbock, TX 79457 Ifto Manager, addressed to: Vintage Town Assembly, Inc. 5214 68th Street, Suite 402 Lubbock TX 79424 Notices shall be deemed to have been received on the date of hand-delivery to Manager's officer, director, partner or member or upon receipt as shown on the return receipt if sent by certified mail or one day after being sent by overnight courier. Changes in either party's notice address shall be effective if given in the manner set forth above. b. Manager and City agree to promptly notify each other with confirmation in writing of the service of any swnmons, subpoena, or other like legal document, including but not limited to notices, letters, or other communications, setting out or claiming an actual or alleged potential liability relating to the Public Improvements. 20. Governing Law: This Agreement shall be construed in accordance with the laws of the State of Texas. 21. Relationship of Parties: The relationship between City and Manager shall always and only be that of parties dealing at arms length and not as partner or joint venturer. Manager is an independent contractor for purposes of this Agreement. Nothing herein shall be construed to create any partnership, joint venture, or similar relationship, or to subject the parties to any implied duties or obligations respecting the conduct of their affairs, which are not expressly stated herein. 22. Remedies Cumulative: The rights and remedies with respect to any of the terms and conditions of this Agreement shall be cumulative and not exclusive, and shall be in addition to all other rights and remedies available to either party in law or equity. 8 Dallas 1300790v.4 ' 23. Waiver: The waiver by either party of any covenant or condition of this Agreement shall not thereafter preclude such party from demanding performance in accordance with the terms hereof 24. Successors Bound: This Agreement shall be binding on and shall inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto. 25. Severability: If a provision hereof shall be finally declared void or illegal by any court or agency having jurisdiction over the parties to this Agreement, the entire Agreement shall not be void, but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties; provided, however, if the rights of Manager have been materially reduced, or any economic burdens upon Manager or City have been materially increased by the removal of such provision, then the burdened party shall have the right to terminate this Agreement within ten (10) business days of the passage of the final period of appeal of such result. 26. Entire Agreement: This Agreement contains the entire agreement between the parties and may be modified only by an agreement in writing signed by both of the parties. This Agreement shall not be construed against either party more or less favorably by reason of authorship or origin of language. No obligation in this Agreement by either City or Manager will be considered an obligation for the benefit of a third party. 27. Mediation: Either party may require that disputes between the parties be submitted to nonbinding mediation prior to litigation. In the event of litigation under this Agreement, the prevailing party shall recover attorneys' fees from the non-prevailing party, together with all out-of-pocket costs. 28. Counterparts: This Agreement may be executed in one or more counterparts and as so executed shall constitute a single instrument. 9 Dallas l 300790v.4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY: CITY OF LUBBOCK By: -/ :r:#;.~J!t'.--_, DavidA~ Mayor MANAGER: VINTAGE TOWN ASSEMBLY, INC. By: Sign.ature Page for Management Agreement ) ) IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY: MANAGER: CITY OF LUBBOCK VINTAGE TOWN By: ::~Emffl~ j Signature Page for Management Agreement ) ) \ Dallas l300790v.4 'I EXHIBIT "A" Service and Assessment Plan (See Tab 8 Exhibit A) A-1 B-1 Dallas i 300790v.4 ... ) ' VINTAGE TOWNSIDP PUBLIC IMPROVEMENT DISTRICT CAPITAL IMPROVEMENTS Tradition. Community. Home. December 2007 FOR: THE CITY OF LUBBOCK LUBBOCK, TEXAS BY: HUGO REED AND ASSOCIATES, INC. 1601 AVENUE N LUBBOCK, TEXAS 79401 ' • j • • • '\ • • • Vintage Township Public Improvement District Capital Improvements -Master Plan Table of Contents Overview District Boundary and Existing Infrastructure Capital Improvements Plan Capital Improvements Budget Summary & Conclusion Exhibits 0 Vicinity Map 0 Town Plan 0 Development Program 0 Zoning Ordinance 0 District Map 0 Existing Water Distribution Infrastructure 0 Existing Sanitary Sewer Infrastructure 0 Existing Paving Infrastructure 0 Open Space & Lot Type Plan 0 Landscape Framework Plan 0 Capital Improvements Budget Page I of 12 Section 1 Section2 Section3 Section 4 Section 5 1 2 3 4 5 6 7 8 9 IO 11 ) ) ) 1. INTRODUCTION 1.1 Overview Vintage Township is a 321.14-acre development located in the north half of Section 23, Block E-2 in the City of Lubbock, Lubbock County, Texas. Quaker Avenue, 122nd Street, Slide Road and 114th Street roughly bound the development. A vicinity map is included as Exhibit 1. Vintage Township is planned to consist of approximately 1,200 single-family attached and detached dwelling units, 560 multi-family dwelling units, two commercial districts, over 30 parks and green spaces and various civic buildings -see Table I and Exhibits 2 and 3. Development Prag ram (Table 1) Produet Quantitv Residential Multifamily * 500 Units Assisted Living * 60 Units Townhomes 162 Lots Cottaees 290 Lots Villae:es 182 Lots Neii,horhoods 239 Lots Large Neiehborhoods 155 Lots Manors 113 Lots Estates 59 Lots Commercial Retail* 230,000 SF Office* 107,000 SF Hotel* 60 Rooms Parks & Onen Soace 30 pocket parks Civic Buildines Elementarv School Church* Fire Station * Public Librarv * * Located outside of the PID boundary. All zoning and regulatory approvals necessary for the full development of the project has been received and there are no offsite exactions or proffers required by any governmental authorities -see Exhibit 4. Phase 1 of construction started in November of 2005 with home sales beginning in October of 2006. Page2 of 12 ) ) 1.2 Purpose of Report The purpose of this engineer's report is to describe Vintage Township and the Vintage Township Public Improvement District. Capital improvements proposed for construction and financed by the District are also described in the Engineer's Report along with a budget of probable cost. The budget was developed based on the actual bid prices encountered during construction of the first phase of construction extrapolated for later phases. 2. DISTRICT BOUNDARY AND EXISTING INFRASTRUCTURE 2.1 District Boundary The public improvement district encompasses the majority but not all of the Vintage Township development. The boundary of the PID is reflected in Exhibit 5. The District is bordered to the north by 114 th Street with light commercial and large, single-family residential properties; to the east by Quaker A venue; to the south by 122nd Street with rural residential properties beyond and to the west by Slide Road with rural residential and light commercial properties beyond. Access to the District will be from 114th Street, Quaker Avenue, 122nd Street and Slide Road. 2.2 Existing Site Conditions Vintage Township is located in the north half of Section 23, Block E-2, City of Lubbock, Lubbock County, Texas. The site has historically been utilized for agricultural production. The existing terrain is gently sloping from southwest to southeast over the western half of the property. The eastern portion of the development features a drainage way from 114 th Street approximately one-quarter mile west of Quaker A venue curving around to Quaker A venue approximately one-quarter mile south of 114th Street. This area, known as "The Meadow'' provides an overflow drainage path from Lake 90D located immediately north of 114th Street to Lake 9OC located east of Quaker Avenue. This area will be developed for recreational use within the development but will also retain its hydraulic properties. There are no known wetlands within the development boundaries. Phase I improvements have been constructed. The improvements are reflected in Table 2 on the following page. Page 3 of 12 Completed Phase I Improvements (Table 2) Cost Category $ Infrastructure Hard Cost Land Donation 670,299 Site preparation 295,351 ') Streets 618,288 Alleys 146,599 Walkways 36,198 Municipal Water 341,531 Municipal Sanitary Sewer 550,313 Street Lighting 55,020 ) Street Signs 2,498 Signage and Monumentation 3,484 Subtotal 2,719,581 Contingency 271.959 ') Total Infrastructure Hard Cost 2,991,540 Amenity Hard Cost Founders Park 407,385 Roundabout 33,856 114th Parkway 245,866 Trees 145,243 Misc 18,104 Subtotal 850,454 Contingency 85,046 Total Amenity Hard Cost 935,500 Other Hard Costs 19,511 Soft Costs Total G&A 123,745 Total Master Planning 152,662 Total Architectural Design 43,077 Total Civil Engineering 386,295 \ Total other Engineering 37,308 Total Legal Fees 14,111 Total Regulatory/ Impact Fees 20,895 Total Insurance & Bonding 7,787 Subtotal 785,880 ' ' Contingency 78,588 Total Amenity Hard Cost 864,468 Total Costs 4,811,019 Page4 ofl2 Completed Phase I Improvements ·- ') ) "\ "\ ) .., Page5 of12 ) ~ __ /_----./·~ ff ~-.!ll.-"' r -~. -~--J ·, m1 ~ ~-_>~~ -~-~ ::=:al .·~ ,~·-- ···-·---. ·~=.=-2 ... -~=-cc~~;;~ c·~-;~~5__~:;;~~ .. c ' Page6ofl2 ' ) Page 7 of 12 ) Page 8 of 12 2.3 Existing Infrastructure The site was previously undeveloped except for two rural residences. The remainder of the site has historically been used for agricultural purposes. Municipal water distribution and sanitary sewer collection systems were not available within the subject property prior to development of Vintage Township. Points of connection for municipal water service to the District are an existing 1 O" diameter, City of Lubbock water line located along the north right of way of 114th Street and a 16" IIDPE water line located parallel to and east of Quaker Avenue, north of 114th Street. These lines are indicated on the water distribution plans included as Exhibit 6. Sanitary sewer connection is primarily through a City of Lubbock-owned 24" diameter line located approximately 1,300 feet north of 114th Street. An 18" PVC sanitary sewer line was constructed along the west right of way of Quaker Avenue and then westerly along the south right of way of 114th Street. Another separate, private development exterded an 18" sanitary sewer line along the west right of way of Quaker A venue beyond the southern limits of the District. This line will provide points of connection for future phases of Vintage Township. These lines are indicated on the sewer plans included as Exhibit 7. The entire area anticipated to be covered by the District has been annexed into the City of Lubbock. Therefore, it is ·~ticipated that Vintage Township will be served by all franchised municipal utilities under their respective agreements with the City of Lubbock. Franchised utilities include electric service, natural gas, telecommunications and cable television. Based on the current project program and master development plan, there is sufficient capacity from both municipal and franchise utility service providers to adequately support the entire build-out Vintage Township. 3. CAPITAL IMPROVEMENTS PLAN 3.1 Summary of District Facilities Vintage Township will be built in phases. A summary of District improvements is included in Table 3 below. These improvements will be dedicated to the City. Exhibits 9 and 10 provide additional information related to the locations and character of the various public improvements. Infrastructure Examples Amenities Exam oles Streets Parks Alleys Boulevards Walkways Playgrounds Drainage Recreational Facilities Municipal Water Street Trees Sanitary Sewer Decorative Street Lif/hting Electric and Gas Utilities Decorative Bridges / Crossinl!S Page 9 of 12 ") ') 3.2 Storm Water Management and Wetlands 3.2.1 Water & Sewer As indicated in Section 2.3, water distribution and sanitary sewer service will be dedicated to and operated by the City of Lubbock. The plans for the initial phase of Vintage Township have been approved by the City of Lubbock in accordance with current City of Lubbock and Texas Commission on Environmental Quality (TCEQ) ordinances and regulations. Facilities will include a looped water distribution system. Valves, fittings, fire hydrants and water services (including meters) to lot lines are also included in the District's improvements. The District's sanitary sewer facilities are designed on a gravity collection system with individual services to lot lines. Wastewater lift stations are not anticipated for the District. Once constructed, the District will dedicate the water distribution and sanitary sewer-.collection systems to the City of Lubbock. It is anticipated that the City of Lubbock will be the entity responsible for operation and maintenance of the facilities. 3.2.2 East Half The District's stonn water facilities will ultimately include a series of cascading storm water detention ponds within "The Meadow" area as well as associated storm water systems to deliver runoff from adjacent streets and commercial areas internal to the development. Ultimately, a bridge will be constructed over one of these lakes to connect the residential and commercial areas in the northeast portion of the project. It is conceivable also that a series of box culverts will be constructed under Quaker Avenue near the outfall of the meadow area once the street is constructed to its full thoroughfare cross section. It is also likely that once 114th Street is constructed to its ultimate design, an overflow structure of some sort will be constructed to intercept minor flows from Lake 90D north of 114th Street to prevent frequent overtopping of 114th Street. A lined swale will be constructed parallel and adjacent to 114th Street as a buffer to the development to reduce the flow depths in I 14th Street to meet City stonn water requirements. Storm drainage collection systems, culverts and structures within the rights of way of streets will be dedicated to the City of Lubbock. There are no known wetlands on the east half of the site. 3.2.3 West Half It is anticipated that drainage along Slide Road will be surface flow within the street rights of way up to the intersection with 114th Street. It is anticipated that a series of culverts or other structure will be required to carry water under Slide Road parallel to I 14th Street. Storm drainage collection under Slide Road within the right of way will be dedicated to the Texas Department of Transportation (TXOOT). There are no known wetlands on the west half of the site. Page IO of 12 J 3.3 Streetscape, Landscape, Irrigation and Recreation The District will provide streetscape along each street internal to the development including trees, irrigation, works of art and other landscaping. The District will also provide landscaping within the swale along I 14th Street. Landscaping, irrigation and recreational facilities will be provided by the District at each park and common area. All traffic circles or roundabouts will include landscaping. irrigation and other amenities provided by the District. Landscape and irrigation associated with each dwelling or commercial unit will be the responsibility of the particular owner. 3.4 Earthwork The District will provide earthwork activities including: grading and excavating of the meadow area and cascading ponds, and rough grading for streets, stonn water conveyances and residential areas. Rough and final lot grading necessary for construction of residential and commercial properties will be the responsibility of the respective builder and not the District. Builders will also be responsible for the removal or import of fill material, as required. 3.5 Walls and Entrance Features The District will be responsible for the construction of a brick screening wall along the swale parallel to 114th Street. The District will be responsible for entrance improvements as noted on Exhibit 9. 3.6 Roadways The District will acquire or finance all streets within Vintage Township and required improvements to perimeter thoroughfare streets. Per current City of Lubbock resolution, the Developer is required to qonstruct the curb and gutter on the adjacent side of off-site abutting thoroughfares but is not required to participate in the cost of construction of the pavement. 4. CAPITAL IMPROVEMENTS BUDGET Exhibit 11 of this report provides Probable Construction Costs for the first two phases of construction. Water distribution and sanitary sewer collection systems, storm water management systems, streets and roadways, landscaping, irrigation, recreational facilities and earthwork are included in the summary. Other costs such as, but not limited to design, engineering, legal, administrative, financing, operation and maintenance costs are included in the individual items. The estimate is based on actual costs to date extrapolated over the expected life and development of the project. Many factors affect the price of improvements for projects like this. The estimated costs Page 11 of 12 I .., "'\ ) ) indicated in this report are best estimates at this time and do not reflect actual costs at time of construction nor a guaranteed maximum price. Improvements will be funded through a combination funding sources such as bonds, private investment equity and commercial bank financing. 5. SUMMARY AND CONCLUSION The capital improvements and amenities described in this report are the framework that the community known as Vintage Township will be built upon. Preliminary planning, design and construction of Vintage Township improvements will be accomplished through permitting through appropriate agencies and adherence to applicable regulations, specifications and ordinances. If constructed in accordance with the current project program adequate sources of utility services from the local municipality and franchise utility companies exist. In addition, all entitlements have been rec~ived and there are no known regulatory impediments to the development of this project. Quantities included in this report are based on preliminary master planning and current construction documents available at the time of this report. Final quantities may vary. The cost estimates for the various phases as indicated in this report are based on best available information at this time and do not constitute a Guaranteed Maximum Price. Construction costs are reasonably estimated costs based on existing construction costs, regional cost factors and the client's cost database. Labor, materials, equipment, fuel and other costs associated with the construction process are likely to change or fluctuate over the life of the project and therefore, the final construction costs may be h~igher or lower th~an the es114·mates indicated in this report. ~--1r~~~ C -~ ~~~~~--·-~-!.~~, -!_ -.• ~.~ ~ ,to .. •••• ••• •• :1•, Engine : t?1J ••· ·-•• • 18 l:~ .t •• " 2 t?-/t/ ... 07 1~··soon·NAU~1 ~u ~ -Ii-tJ7 · '= ... :-.......... m ..... ~ ..... ,. ... ~ Date: 1A<'ll \ 80421 /~$ '•~·---~all' 1,~l!.'?e Ns\~-·~~J' '\~IONALE-~;_..-"\.'<:,,<). c~ ... ~-~ Page 12 of12 i ) Exhibits .., J ) j ·- ) ) ) - St I Vintage Township Vicinity Map Exhibit 1 1i .. ~ _ ... •-~ .---.1.....----, I......._ I Slide Road ~ • ~-£:J-- 1 -~~-_ -~_Quaker A':::. l 130th ~· -St 158~ I ;.1 ) ) " "'l ' ~ ( ' ) .nd Uses Acras ~ } Residential (for sale lob) 142.3 47% CO!T'fnercial (including mixed-use) 32.6 11% CivieSpace 11.8 4% Open I Green Space 32.6 11% lnfms!rud\re Public RO B4.2 28% Total Net Butldable I.arid 303.6 100•,. Perimeler ROW 17.6 Gross Land Area 321 NETC (MF + C<mm) • 1,000 $70.00 $70,000 NWTC (MF +Comm)• 1.000 $70.00 $70,000 Townhomes 1,550 $67.00 $134,eSO Cottage 1,500 $87.00 $130,500 Village 2,100 $65.00 $178,500 Nelghorl>ood 2,500 $85.00 $212,500 Large tlelghborhood 3,000 $90.00 $270,000 Manor 3,500 $95.00 $332,500 "''ilala 4,000 $100.00 $400,000 Comm«cial land - Slide commetaal Land - SW Ccmmen:ml Land - Comer Marl<el & Sales Center Site - SdJOO/Sile- Chu/ch Sile - &st Pool Site - West Pool Site - FUfJ Site - Total SFL.ot•• Al Land= Weighted Averag& Price Vintage Township Development Program Exhibit 3 Acrcaqc- ~ Gross% F 58% 44% 10% 4% 10% 26% 5% 100% --$ 5,466 $B0,000 $8D $ 4,364 $80,000 $80 $ 27,000 $200,000 $129 $ 31,320 $200,000 $133 $ 38,880 $250,000 $119 $ 50,760 $300,000 $120 $ 67,240 $375,000 $126 $ 72,360 $450,000 $129 $ 88,560 $550,000 $138 $ 104,544 $0 $ 1,432,250 $0 $ 664,080 $0 $53,704,379 ~ 1,055,997 l>elont In Ha $58,230,733 Net induding commercial $ 4G,019 $ 292,250 Housing Yield 270.9 Net bui\dable &Q"8S 1883 commercial aaea ____g_ Lots r net buildable acte less C011Y11 acres 1,167-Lots for sale 202 MF For Ren\ (s\ll<loed above commen:lal) ____m._ M°FForSale slad<edabowCOIMl 1,661 Total Dwelllng Units 5.5 Units Per Total Net Bulldable Acre (lnclu~1ng l;cmmercial) Comments 202 12.1'1, 52 X 52 2,733 552,000 12_67 7.47 292 17.5% 47 " 47 2,1n 635,729 14.59 9.38 162 9.7% 2$ " 110 2;750 444,258 10.20 7.43 290 17.4% 35 X 115 4,025 1,166,962 26.~9 5-07 148 B.9% 40 )( 115 4,600 681,531 1s.es 4.44 239 14.4% 50 X 115 5,750 1,376,131 31.SS 3.55 155 9.3% 55 X 115 6,325 981,754 22.54 3.23 113 6.~ 70 X 115 8,050 912,434 20.95 2.54 69 3.6% 90 X 115 10,350 616,551 14.13 1.97 0.1% 132 X 132 17,424 17,424 0.40 1.17 0.1% 385 )( 38S 148,225 148,225 3.40 0.14 0.1% 237 " 238 56,406 56,406 1.29 0.36 1,664 100% Total 7,688,404 174 Average 4,560 0.10 • The sell of MF (Rental & Fer Sale) Lots Is deemed to represenl the simulatenous development of the commercial land In the town center based on the assumption that all MF housing will be stacked above commercial firs1 floor uses. · Therefore, the total square feet of Jl!!l!! In the •~ town cenler" (not including the land for IOY.T1homes) i• divided by !he number of MF units In the 10""1 center to gel a ~cfltiDUs lot si,:e for ealcula1ion purposes only. The lot price Is simply a price per square foot for the land multiplied by the IOtal square feet In the lol Each lot equals 1 MF Unit. -The SE, Slide and SW Commercial land Is put In to include its sales as well. The number of lots per tract are determined along wi1h their size (sf) end a price pet sq ft is multiplied by their total sq ft per kit to get their lot prices -The SE commercial tract l.s bUdgeted at S6 PSF -The Slide commercial tracts are budgeled at $10 PSF -The WI Commercial tracta are budgete<l at $10 PSF -Land tor lhe sales center/ comer market building will be donated. -The School land is reflected as a donation -The Church land Is reflected as a donation -The land fer the swimming pools wlll be donated. The Fire Department land is reflected 8$ a d0natioo -. ... Lot Prlces an before lnfta~an Dvpm\ Pr01lram Conftdenlial Page 1 1 ) Zoning Ordinance Exhibit 4 'I 'I .., ) ,\ First Reading July 28, 2005 Item 45 ORDINANCE NO. 2005--00092 ~econd Reading August 8, 2005 Item 16 AN ORDINANCE AMENDING ZONING ORDINANCE NO. 7084 AND THE OFFICIAL MAP OF THE CITY OF LUBBOCK MAKING THE FOLLOWING CHANGES: ZONE CASE NO. 3047; A ZONING CHANGE FROM T TO R-1 SPECIFIC USE, CB-2 SPECIFIC USE AND CB-3 SPECIFIC USE FOR A TRADITIONAL NEIGHBORHOOD DEVELOPMENT ON THE NORTH HALF OF SECTION 23, BLOCK E-2, LUBBOCK, TEXAS; SUBJECT TO CONDITIONS; PROVIDING A PENALTY, PROVIDING A SAVINGS CLAUSE AND PROVIDING FOR PUBLICATION. WHEREAS, the proposed changes in zoning as hereinafter made have been duly presented to the Planning and Zoning Commission for its recommendation which was received by the City Council and, after due consideration, the City Council found that due to changed conditions, it would be expedient and in the interest of the public health, safety and general welfare to make those proposed changes in zoning; and WHEREAS, the Planning and Zoning Commission has recommended that the City Council, pursuant to Sections 24-47(a) of the City of Lubbock Code of Ordinances, vary the design, layout and plans in the "Standard Details for Construction of Sidewalks, Driveways, Curb, and Gutters" referred to in Section 24-86 and instead use the design, layout and plans in the "Thoroughfare Standards" attached as Exhibit "J"; and WHEREAS, the Planning and Zoning Commission has recommended tq.at the City Council, pursuant to Sections 24-154 of the City of Lubbock Code of Ordinances, vary the street design standards in Section 25-4 that are required by Section 24-153 and instead use the street design standards in the "Thoroughfare Standards" attached as" Exhibit "J"; and WHEREAS, the City Council finds that it is necessary in the public interest to vary these design standards and adopt the "Thoroughfare Standards" in Exhibit "J" for the property that is the subject of this zone case; and WHEREAS, all conditions precedent required by law for a valid amendment to the Zoning Ordinance and Map have been fully complied with, including giving notices in compliance with Section 29-24 of the Code of Ordinances, City of Lubbock, Texas, and the notices provided by the Texas Local Government Code §211.007 (Vernon, 1990), and notice was duly published in the Lubbock Avalanche-Journal more than fifteen (15) days prior to the date of the public hearing before the City Council on such proposed amendment, and the public hearing according to said notice, was held in the City Council Chamber of the Municipal Building, Lubbock, Texas, at which time persons appeared in support of the proposal; and after said hearing, it was by the City Council determined that it would be in the public interest, due to changed conditions, .. ., ) . { ... that the Zoning Ordinance and the Zoning Map be amended in the manner hereinafter set forth in the body of this Ordinance and this Ordinance having been introduced prior to first reading hereof; NOW THEREFORE: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: ZONE CASE NO. 3047 SECTION l. THAT Ordinance No. 7084 and the Official Zoning Map are amended as follows: A change of zoning from T to R-1 Specific Use, CB-2 Specific Use and CB-3 Specific Use for a "Traditional Neighborhood Development" under provisions of Section 29-24 of the Code of Ordinances .of the City of Lubbock on the north half of Section 23, Block E-2, City of Lubbock, Lubbock County, Texas, located on 114th Street and Quaker Avenue, subject to conditions and being further described as follows: METES AND BOUNDS DESCRIPTION: Attached as Exhibits "A", "B", "C", "D", "E", "F" and "G". ZONING MAP FOR ZONE CASE NO. 3047: Attached as Exhibit "H". SUBJECT TO THE FOLLOWING CONDITIONS: 1. 2. 3. 4. Tract 1-Zoning Change to R-1 Specific Use THAT no residence shall have less than a 3' front yard, subject to permitted intrusions. THAT cornices, eaves, sills, canopies, chimneys and bay windows may extend 2' into the required yard. THAT unenclosed fire escapes, stairways, and/or balconies, covered or uncovered, may extend 5' into required front or rear yard. THAT acceptable departure sight triangles, as approved by the American Association of State Highway and Transportation Officials, for design speeds of 20 miles of hour, are defined as follows: The area within a right triangle; its 90 degree corner is located at the edge of the major street. The short leg runs 20 feet along the side street curb (to. the driver's left). The longer leg runs 50 feet to the left along the major street curb line. Parking should not occur before 65' along the major street measured from the side street curb line extension. "I ) ) 1 _\ 5. THAT a house with zero lot line must meet building code requirements for zero lot line wali when the structure on adjoining lot is no closer than ten feet and closer construction is prohibited. 6. THAT all of the residential components and "urban regulation instructions" listed on page III-1 of the Master Plan and Codes for Vintage Township, a copy of which is attached and incorporated herein as Exhibit "I" shall become a part of this Ordinance. The developer may amend the plat in stages for the various home-style locations to respond to the market for the various styles of home sites. 7. THAT the space designated at the center of the project may be used as open space, a school site or for additional residential units corresponding with the guidelines outlined in Exhibit "I". 8. THAT garden homes and townhouses may be· located throughout Tract 1 without restriction. 9. THAT garden homes and townhouses within Tract 1 shall meet the following requirements: the minimum front yard shall be 3' for townhouses and 7.5' for all other dwelling units; the minimum rear yard is 5'; the :m.inimum setback from the property line for garages is 15'; side· yard is 0' from any property line adjacent to a street for structures and garages; minimum lot area is 1600 square feet for attached dwellings; maximum lot coverage for townhouse is 90%; maximum height is 3 stories and 45'; any parking spaces provided inside a garage will count towards any off-street parking requirements; and line for fence height begins at 42" above the ground. 10. THAT the design, layout and plans for streets, sidewalks, driveways, curb, and gutters shall comply with the "Thoroughfare Standards," Section IV of the "Master Plan and Codes for Vintage Township", which is attached hereto as Exhibit "J" and incorporated into this Ordinance 1. 2. 3. Tract 2 and 3 -Zonin g Change to CB-3 Specific Use THAT residential portions of mixed-use building must meet the applicable requirements of the residential building code. THAT a house with zero lot line must meet building code requirements for zero lot line wall when the structure on adjoining lot is no closer than ten feet and closer construction is prohibited. THAT front yard setback for outdoor dining areas is O' exclusive of adjacent major thoroughfares. ZnnP. Case No. 3047 ' .. 4. 5. 6. ., 7. 8. 9. \ THAT for purposes of off-street parking requirements, the property is credited with on-street parking spaces immediately adjacent to the property. In Tract 2, a parking ratio of 1 parking space per 400 gross building square feet will be used. In Tract 3, a parking ratio of 1 parking space per 525 gross building square feet will be used. THAT conformance with the design standards for the Central Business District is not required, nor is review by the Urban Design and Historic Preservation Commission. Instead, the "urban regulations instructions" as outlined in Exhibit "I" shall be followed. THAT commercial buildings with not more than 15' front setback shall not be required to landscape in the front yard provided the front yard is concrete or similar hardscape materials. Colored or patterned concrete is allowed . THAT acceptable departure sight triangles, as approved by the American Association of State Highway and Transportation Officials, for design speeds of 20 miles of hour, are defined as follows: The area within a right triangle; its 90 degree corner is located at the edge of the major street. The short leg runs 20 feet along the side street curb (to the driver's left). The longer leg runs 50 feet to the left along the major street curb line. Parking should not occur before 65' along the major street measured from the side street curb line extension. THAT live oaks are allowed in the parkways. Evergreens are allowed in the parkways as screening when they do not interfere with visibility and line of sight from streets, alleys, driveways and exits. THAT, in accordance with the Matrix attached hereto as Exhib~t "K", permitted uses shall be limited to the following uses: a. single family dwelling b. public parks and recreational facilities owned by the City of Lubbock, including party houses and/or community centers c. accessory buildings -temporary construction and/or field sal~s office, provided said structure is approved by the administrator. Said structure to be removed after ten-day written notice from the administrator, private garage, toolhouse, greenhouse, storage house or poolhouse d. public schools e. oil and gas wells (subject to Chapter 14, Article VI, Oil and Gas Drilling of the Code of Ordinances) f. antenna, tower or alternative tower structure other than a radio, television or microwave broadcasting or transmitting antenna or facility, only when the antenna is co-located on an 7mu:, r11.ru~ Nn W47 I Ir ~- ) existing tow.er or does not add more than twenty (20) feet to the height of ~ exis_ting alternative tower structure g. churches and ·other places of worship, including accessory uses and buildings h. fire stations i. group housing for liandicapped persons in a shared residential living air~gement which provides a family~type environment t for six(6)° or more handicapped persons, supervised by one or more ptimary care givers, as further defined in section 2.54a(29 .. 3(S4a)) a and b, and subject to compliance with the permit conditions listed in section 29-30(b)(7), save and except section 29-30(b)(7)b j. two-family dwelling units k. townhouse/garden hpme l. boarding or rooming houses m. parking areas and/or buildings n. private schools having a curriculum equivalent to that of public schools o. semi-public uses such as community clubhouses, YMCA, YWCA, boy srouts, girl scouts, boys clubs, and little theaters p. barber shop q. beauty shop r. flower shop s. gift shop t. newsstand u. antique shop v. art galleries, commercial w. arts and crafts store x. bake shop, candy store, delicatessen, donut shop, pie shop y. banks and sav~gs and loan companies z. book or stationery shops aa. camera shop bb. coin and stamp shops cc. coin-operated machines, five (5) or less skill or pleasure coin- operated machines as an incidental use to any pennitted use in this district dd. commercial parking lot or building. No gasoline sales pennitted ee. convalescent, nursing, orphan, maternity and geriatric homes . and personal care facilities ff. day nurseries gg. dress shop hh. drug store ii. hat shop jj. health or athletic club " l ; ) I (b_ '\ kk. hobby shop· ll. household appliance sales and repair shop, small appliances mm. offices nn. office supply. No printing operation permitted oo. radio and television repair shops pp. radio studio with no tower or antenna qq. reducing studio rr. restaurants with sales of mixed alcoholic beverages as an incidental use ss. shoe or ·boot repair shop tt. shoe store uu. Studios --art, teaching, dance, music, drama, photographic, interior decorating vv. tailor shop ww. toy store xx. Christmas tree sales December 1-26"'. All trees must be ten feet from any property line. All trees, signs, and other items, including temporary structures must be removed by the following January 51!1 yy. gun shop zz. music or record shop aaa. paint, tile, carpet, wall covering and floor covering store bbb. restaurants --with or without sales of mixed alcoholic beverages as an incidental use---when designed for service and consumption of food inside the building except that accessory passout windows and outside dining areas/patios shaU be permitted as defined in section 29-3(97.1.1 and 97.1.2) ccc. sporting goods store ddd. barber and beauty supplies not exceeding five thousand square feet of gross floor area. eee. commercial schools, except mechanical or trade fff. convalescent or sick room supplies ggg. duplicating/copy service hhh. furniture store, new iii. hardware store lli. office supply kkk:. sports grill, allowing, but not requiring game machines including electronic, pinball, billiard tables or shuffleboard. lll. rental store (no outside storage or display) mrnm. cleaning, dyeing or dry cleaning shops nnn. department store, discount center, family center ooo. gasoline service station ppp. grocery store qqq. quick tune or quick oil change facilities ') '\ I ,I ~ ·\ :.:•. rrr. theatres and motion picture shows (includes multiple screens) sss. garden center ttt. apartments as specified in the "A-1" section. Accessory uses limited to a rental office, clubrooms, recreational rooms, covered pqols and/or laundries uuu. electronics repair shop vvv. hospital, ,clinic or medical office www. music or video shop · xxx. pet shop or pet grooming. No boarding of animals pennitted yyy. veterinary hospital (totally within a building) zzz. ambulance service aaaa. apartments as specified in the "A-2" section bbbb. cafe suwly dealer, fixtures cccc. canvas goods shop, tents and awnings (no manufacturing) dddd. electrical supply dealer eeee. game room, pool, billiard and/or domino parlor (no mixed alcoholic beverage sales permitted) ffff. hotel or motel gggg. janitorial or cleaning service hbhh. job printing and lithographing iiii. magazine agency jjjj. nonprofit training center with retail ·sales kkkk. housing development, or apartment complex which is operated by an association or incorporated group for their use and benefit. Such center may contain a swimming pool, volleyball, tennis and croquet courts, parking lot, playground equipment and other similar recreational facilities. Such u~e shall be of the nature described above and shall be operated for the benefit and use of the occupants only as a part of the development llll. produce market mmmm. sign shops, limited to window lettering, painted wall signs, banners and desk signs nnnn. store fixture sales (no manufacturing permitted) 0000. upholstery shops pppp. restaurants (business permitted outside of building) qqqq. restaurants, with the sale of alcoholic beverages as an incidental use, except that no mixed alcoholic beverage sales shall be made or delivered to occupants in motor vehicles 10. THAT the conditional uses shall be limited to the following uses and only if approved by the zoning board of adjustment: a. shared or leased parking within six hundred (600) feet of the property when business. circumstances, location of ' ' parking spaces and normal hours of use are conducive to both businesses, an such arrangement is demonstrated by a letter of agreement between the two parties b. outside dining patios with front setbacks of less than twenty-five (25) feet unless allowed by the yard requirements of this ordinance 11. THAT the design, layout and plans for streets, sidewalks, driveways, curb, and gutters shall comply with the "Thoroughfare Standards" which are attached hereto as Exhibit ) "J". ' ,( ! \ ~ 1. 2. 3. 4. 5. 6. 7. 8. 9. Tracts 4,5,6 and 7 -Zoning Change to CB-2 Specific Use THAT residential portions of mixed-use building must meet the applicable requirements of the residential building code. THAT a house with zero lot line must meet building code requirements for zero lot line wall when the structure on adjoining lot is no closer than ten feet and closer construction is prohibited. · THAT front yard setback for outdoor dining areas is 0' exclusive of adjacent major thoroughfares. THAT for purposes of off-street parking requirements, the property is credited with on-street parking spaces immediately adjacent to the property. A parking ratio of 1 parking space· per 500 gross building square feet will be used. THAT no fence screening is required for off street parking THAT conformance with the design standards for the Central Business District is not required, nor is review by the Urban Design and Historic Preservation Commission. Instead, the "urban regulations instructions" as outlined in Exhibit "I" shall be followed. THAT commercial buildings with not more than 15' front setback shall n~t be required to landscape in the front yard provided the front yard is concrete or similar hardscape materi~ls. Colored or patterned concrete is allowed. THAT buildings with 0' front and side setbacks must landscape a minimum 2 % of the parking area and as close to 10% as is reasonably practicable while meeting parking requirements THAT acceptable departure sight triangles, as approved by the American Association of State Highway and Transportation Officials, for design speeds of 20 miles of hour, are defined as follows: The area within a right triangle; its 90 degree corner is "\ -I ) I I located at the edge of the major street. The short leg runs 20 feet along the side street curb (to the driver's left). The longer leg runs 50 feet to the left along the major street curb line. Parking should not occur before 65 • along the major street measured from the side street curb line extension. 10. THAT live oaks are allowed in the parkways. Evergreens are allowed in the parkways as screening when they do not interfere with visibility iµid line of sight from streets, alleys, driveways and exits. 11 . THAT, in accordance with the Matrix attached hereto as Exhibit "K", permitted uses shall be limited to the following uses: a. single family dwelling b. public parks and recreational facilities owned by the City of Lubbock, including party hoµses and/or community centers c. accessory buildings -temporary construction and/or field sales office, provided said structure is approved by the administrator. Said structure to be removed after ten-day written notice from the administrator, private garage, toolhouse, greenhouse, storage house or poolhouse d. public schools e. oil and gas wells (subject to Chapter 14, Article VI Oil and Gas Drilling of the Code of Ordinances) f. churches and other places of worship, including accessory uses and buildings g. fire stations h. group housing for handicapped persons in a shared residential living arrangement which provides a family-type environment t for six(6) or more handicapped ·persons, supervised by one or more primary care givers, as further defined in section 2.54a(29-3(54a)) a and b, and subject to compliance with the permit conditions listed in section 29-30(b)(7), save and except section 29-30(b)(7)b i. two-family dwelling units j. townhouse/garden home k. boarding or rooming houses 1. parking areas and/or buildings m. private schools having a curriculum equivalent to that of public schools n. semi-public uses such as community clubhouses, YMCA, YWCA, boy scouts, girl scouts, boys clubs, and little theaters (Not allowed in Tract 7) o. barber shop (Not allowed in Tract 7) p. beauty shop (Not allowed in Tract 7) q. flower shop (Not allowed in Tract 7) r. gift shop (Not allowed in Tract 7) · 'I ) 'I ,I ' I ,( ~ ) -:~ s. newsstand (Not allowed in Tract 7) t. antique shop (Not allowed in Tract 7) u. art galleries, commercial v. arts and crafts store (Not allowed in Tract 7) w. bake shop, candy store, delicatessen, donut shop, pie shop (Not allowed in Tract 7) x. banks and savings and loan companies y. book or stationery shops (Not allowed in Tract 7) z. camera shop (Not allowed in Tract 7) aa. coin and stamp shops (Not allowed in Tract 7) bb. coin-operated machines, five (5) or less skill or pleasure coin- operated machines as an incidental use to any permitted use in this district (Allowed in Tract 4 only) cc. commercial parking lot or building. No gasoline sales permitted · dd. convalescent, nursing, orphan, maternity and geriatric homes and personal care facilities (Allowed in Tracts 4 and 7 only) ee. day nurseries (Not allowed in Tract 7) ff. dress shop (Not allowed in Tract 7) gg. drug store (Not allowed in Tract 7) hh. hat shop (Not allowed in Tract 7) ii. health or athletic club (Not allowed in Tract 7) ii. hobby shop (Not allowed in Tract 7) kk. household appliance sales and repair shop, small appliances (Only allowed in Tract 4) ll. offices mm. office supply. No printing op·eration pennitted (Not allowed in Tract 7) Ilil. radio and television repair shops (Only allowed in Tract 4). oo. radio studio with no tower or antenna pp. reducing studio (Only allowed in Tract 4) qq. restaurants with sales of mixed alcoholic beverages as an incidental use (Only allowed in Tract 4) rr. shoe or boot repair shop (Not allowed in Tract 7) ss. shoe store (Not allowed in Tract 7) tt. studios-~ teaching, dance, music, drama, photographic, interior decorating (Not allowed in Tract 7) uu. tailor shop (Not allowed in Tract 7) vv. toy store (Not allowed in Tract 7) ww. gun shop (Only allowed in Tract 4) xx. music or record shop (Only allowed in Tract 4) yy. paint, tile, carpet , wall covering and floor covering store (Only allowed in Tract 4) zz. restaurants-whendesigned for service and consumption of food inside the building except that accessory passout Zone Case No. 3047 ~' ) ' ) ) ---· .. windows and outside dining areas/patios shall be permitted as defined in section 29-3(97.1.1 and 97.1.2) (Only allowed in Tract 4) aaa. sporting goods store (Only allowed in Tract 4) bbb. barber and beauty supplies not exceeding five thousand square feet of gross floor area (Only allowed in Tract 4) ccc. commercial schools, except mechanical or trade (Only allowed in Tract 4) ddd. convalescent or sick room supplies (Only allowed in Tract 4) eee. duplicating/copy service (Not allowed in Tract 7) fff. furniture store, new (Not allowed in Tract 7) ggg. hardware store (Not allowed in Tract 7) hhh. rental store (no outsid~ storage or ctisplay) (Only allowed in Tract 4) 111. cleaning, dyeing or dry cleaning shops (Only allowed in Tract 4) ill-department store, discount center, family center (Only allowed in Tract 4) kkk. theatres and motion picture shows (includes multiple screens) (Only allowed in Tract 4) lll. apartments as specified in the "A-1" section. Accessory uses limited to a rental office, clubrooms, recreational rooms, covered pools and/or laundries mmm. bicycle and lawnmower sales and repair shop (Only allowed in Tract 4) nnn. electronics repair shop (Only allowed in Tract 4) ooo. hospital, c1inic or medical office (Only allowed in Tracts 4 and 5) ppp. music or video shop (Only allowed in Tract 4) qqq. pet shop or pet grooming. No boarding of animals permitted (Only allowed in Tract 4) rrr. veterinary hospital (totally within a building) (Only allowed in Tract4) sss. ambulance service (Only allowed in Tract 4) ttt. builder's supply. All materials must be in building (Only allowed in Tract 4) uuu. apartments as specified in the "A-2" section vvv. .cafesupply dealer, fixtures (Only allowed in Tract4) www. candy p1ant (Only allowed in Tract 4) .xxx. canvas goods shop, tents and awnings (no manufacturing) (Only allowed in Tract 4) yyy. dairy supply dealer (Only allowed in Tract 4) zzz. electrical supply dealer (Only allowed in Tract 4) aaaa. furniture store, new and used (Only allowed in Tract 4) 1,f' 1('\,,/? I , ) \ 12. bbbb. game room, pool, billiard and/or domino parlor (no mixed alcoholic beverage sales pennitted) (Only allowed in Tract 4) cccc. hotel or motel (Only allowed in Tract 4) dddd. janitorial or cleaning service (Only allowed in Tr~ct 4) eeee. job printing and lithographing (Only allowed in Tract 4) ffff. lumber yard with no mill (all materials must be within a building) (Only allowed in Tract 4) gggg. magazine agency (Only allowed in Tract 4) hhbh. motorcycle shop, including sales, rentals, and service (Only allowed in Tract 4) 1111. nonprofit training center with retail sales (Only allowed in Tract 4) jjjj . housing development, or apartment complex which is operated by an association or incorporated group for their use and benefit. Such center may contain a swimming pool, volleyball, tennis and croquet courts, parking lot, playground equipment and other similar recreational facilities. Such use shall be of the nature described above and shall be operated for the benefit and use of the occupants only as a part of the development (Not allowed in Tract 7) kkkk. produce market (Only allowed in Tract 4) llll. quick tune or quick oil change facilities (Only in Tract 4) mmmm. sign shops, limited to window lettering, painted wall signs, banners and desk signs (Only allowed in Tract 4) mmn. store fixture sales (no manufacturing permitted) (Only in Tract 4) 0000. upholstery shops (Only allowed in Tract 4) pppp. restaurants, with the sale of alcoholic beverages as an incidental use, Accessory passout windows and outside dining areas/patios shall be permitted as defined in section 29- 3(97 .1.1 and 97 .1.2) and the yard requirement section of this ordinance. (Only allowed in Tract 4) qqqq. grocery store with no more than 3,000 square feet of total floor area and no gasoline sales. (Not allowed in Tract 7). mr. tire, battery and accessory store(Only allowed in Tract 4) ssss. pest control service (Only allowed in Tract 4). THAT conditional uses shall be limited to the following uses with Zoning Board of Adjustment approval a. shared or leased parking within six hundred (600) feet of the property when business circumstances, location of parking spaces and normal hours of use are conducive to both businesses, an such arrangement is demonstrated by a letter of agreement between the two parties ') '\ ) ) b. outside dining patios with front setbacks of less than twenty- five (25) feet unless allowed by the yard requirements of this ordinance c. stations, transmission lines, telephone exchanges, lift stations, pumping stations, but in no event shall this be construed as permitting such uses as garages and shops, railroad yards, loading yards or warehouses. 13. THAT the design, layout and plans for streets, sidewalks, driveways, curb, and gutters shall comply with the "Thoroughfare Standards" which are attached as Exhibit "J". SECTION 2. THAT the granting of this specific use zoning is hereby made subject to compliance with all provisions of Zoning Ordinance No. 7084, as amended, including particularly, but not limited to, Section 29-24 of the Codified Zoning Ordinance, which provides that· a Building Permit shall be· applied for and secured within thirty (30) months of the effective date of the zone change or all undeveloped property shall automatically revert back to the previous zoning classification, which in this case is the T zone district; and if such reversion occurs, the Director of Planning is directed to remove from the Zoning Map the legend indicating such specific use. The Specific Use authorized by this Ordinance is permitted under provision of Section 29-24 (c) 24 of Codified Zoning Ordinance No. 7084 on the property described as the north half of Section 23, Block E-2, City of Lubbock, Lubbock County, Texas. SECTION 3. THAT violation of any provision of this Ordinance shall be deemed a misdemeanor punishable by fine not to exceed Two Thousand and No/100 Dollars ($2,000.00) as provided in Section 29-31 of the Zoning Ordinance of the City of Lubbock. SECTION 4. THAT should any paragraph, sentence, clause, phrase or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 5. THAT the City Secretary is hereby authorized to cause publication of the descriptive caption of this Ordinance as an alternative method provided by law. AND IT IS SO ORDERED. Passed by the City Council on first reading this 28th_ day of __ J~u-ly'-----' 2005. i ) ) '\ '\ Passed by the City Council on second reading this --=-==-- ATTEST: ~-Rike.u ... o/>.a ..,,--. eecca Garza, City Secretary ~ APPROVED AS TO CONTENT: APPROVED AS TO FORM: ,...,,...___~--C C7' c'7L ~- Linda L. Cbamales . Senior Attorney Office Practice as/cityatt/Lirula/ZoneCases/ZC3047 July 18, 2005 \ ) '\ J ( 1:111 =1 t-tUGO REED AND ASSOCIATES, INC. ii lli t ii I I ~fl LAND SURVEYORS CIVIL ENGINEERS 1601 Avent.1e N / Lubbock, Teicas 79401 / 80131763-$842 / FAX 8-0Gn63-3B91 Exhibit A Tract 1 251.7acres R-1 Specific Use METES AND BOUNDS DESCRIPTION for a 251. 7 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a point which bears S 89°57'39" E. a distance of 1173.1 8 feet from the Northwest corner of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 89°57'39" E, along the North line of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 2847.05 feet to a point; THENCE S. 00°02'21" W. an approximate distance of 302.93 feet to a point; THENCE?· 44°55'11• E. an approximate distance of 1351.17 feet to a point; THENCE S. 89°55'11" E. an approximate distance of 323.09 feet to a point in the East line of Section 23, Block E-2, Lubbock County, Texas; ·\ ~ . THENCE S. 00°05'25" W., along the East line of Section 23, Block E-2, Lubbock County, Texas, an approximate ) ) distance of 1217. 77 feet to a point; THENCE N. 89"56'27" W. an approximate dis1ance of 229.97 feet to a point; THENCE S. 00°05'25• W. an approximate distance of 164. 70 feet to a point in the South line of the North half of Section 23, Block E~2, Lubbock County, Texas; · THENCE N. 89°56'2?9 W ., along the South line of the North half of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 4712.81 feet to a point; THENCE N. 00"02'21" E. an approximate distance of 1606.67 feet to a point; THENCE S. 89°57'39" E. an approximate distance of 711.1 0 feet to a point; THENCE S. 00°02'21" W. an approximate distance of 129. 76 feet to a point; THENCE S. 89°57'39" E. an approximate distance of 256.73 feet to a point; THENCE N. 00°02'21" E. an approximate distance of 146.00 feet to a point; THENCE N. 89°57'39" W. an approximate distance of 138.50 feet to a point; THENCE N. 00°02'21" E. an approximate distance of 43.00 feet to a point; Paae 1 of 2 ' 'I ) I ,( ~ -.- THENCE N. 89°57'39" W. an approximate distance of 10.00 feet to a point; THENCE N. 00°02•21 • E. an approximate distance of 97 4.00 feet to the Point of Beginning; SAVE AND EXCEPT THE FOLLOWING TRACT: BEGINNING at a point which bears N. 89°57'39" W. an approximate distance of 1392.64 feet and S. 00°02'21" W. a distance of 1304.11 feet from the Northeast comer of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 45°08'45" E., an approximate distance of i 11.22 feet to a point; THENCE S. 46"37'33" W. an approximate distance of 303.37 feet to a point; THENCE N. 55°15'57" W. an approximate distance of 113.26 feet to a point; THENCE N. 45°37'33" E. an approximate distance of 324.24 feet to the Point of Beginning. FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for: stellar Development June 14, 2005 Page 2 of 2 '\ I ( HUGO REED AND ASSOCIATES, INC. 1601 Avenue N / l.i.lbbock. Tnes 79401 / 805/763-5642 / FAX &06n63-389l Exhibit B Tract 2 26.0 acres CB-3 Specific Use METES AND BOUNDS DESCRIPTION for a 26.0 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at the Northeast corner of Section 23, Block E-2. Lubbock County, Texas; THENCE S. 00°05'25"W., along the East line of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 1258.05 feet to a point; THENCE N. 89°55'11" W. an approximate distance of 323.09 feet to a point; THENCE N. 44°55'11" W. an approximate distance of 1351.17 feet to a point; THENCE N. 00°02•21 • E. an approximate distance of 302.93 feet to a point in the North line of Section 23, Block E-2, Lubbock County, Texas; ,'( THENCE S. 89°57'39" E. an approximate distance of 127:B.73 feet to the Point of Beginning. ~ ,:------- FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for: Stellar Development June 14, 2005 P::inA 1 of 1 ' 'l .( _,,~I ( HUGO REED AND ASSOCIATES. INC. run• ••••••••••••• -•••••••••••· '.>•\' •1,r1n,u ,11111•1• •• ••• ••• • 11 •••• • ••• ......... • .. •••lll•nn,u• LAND SURVEYORS CIVIL ENGINEERS 1601 Av&nue N / Lubbock, Texes 794-01 / 8061763-5642 f FAX 806/703-3891 Exhibit C Tract 3 27 .8 acres CB-3 Specific Use METES AND BOUNDS DESCRIPTION for a 27.8 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at the Northwest comer of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 89°57'391t E., along the North line of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 1173.18 feet to a point; THENCE S. 00°02•21 • W. an approximate distance of 97 4.00 feet to a point; THENCE S 89°57'39" E. an approximate distance of 10.00 feet to a point; THENCE S. 00°02'21" W. an approximate distance of 43.00 feet to a point; THENCE N. 89"57'39" W. an approximate distance of 118.23 feet to a point; ' ~ THENCE S. 00"02'21" W. an approximate distance of 16 .25 feet to a point; THENCE N. 89°57'39" W. an approximate distance of 1064.64 feet to a point in the West line of Section 23, Block E-2, Lubbock County, Texas; THENCE N. 00°01 •19• E., along the West line of Section 23, Block E-2, an approximate distance of 1033.09 feet to the Point of Beginning; · FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for. Stellar Development June 14, 2005 Page 1of 1 ! 1 ..... •,. .. ZI HUGO REED AND ASSOCIATES, INC. 1601 Avenue N / Lubbock, Tens 79401 I 806/763•5&42 / FAX 806/763·3891 ' LAND SURVEYORS CIVIL ENGINEERS Exhibit D Tract 4 13.0 acres CB-2 Specific Use METES AND BOUNDS DESCRIPTION for a 13.0 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a point in the West line of Section 23, Block E-2, Lubbock County, Texas, which bears S. 00°01 •1 g• W. an approximate distance of 1033.09 feet from the Northwest corner of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 89°57'39" E. an approximate distance of 353.54 feet to a point; THENCE S. 00°02'21" W. an approximate distance of 1606.67 feet to a point in the South line of North half of Section 23, Block E-2, Lubbock County, Texas; THENCE N. 89°56'27" W. an approximate distance of 353.06 feet to a point in the West line of Section 23, Block E-2, Lubbock County, Texas; THENCE N. 00°01 '19" E., along the West line of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 1606.76 feet to the Point of Beginning; \. ~-· FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for. Stellar Development June 14, 2005 ' ( ~--1UGO REED ANO ASSOCIATES. INC. 1601 Avenua N f Lubbock, Texas 79401 f 806/763-5$42 I FAX 806/76W891 Exhi bit E Tract5 0.9 acres CB-2 Specific Use METES AND BOUNDS DESCRIPTION for a 0.9 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a point which bears S. 89°57'39• E. an approximate distance of 1064.95 feet and S. 00°02•21· E. a distance of 1017.00 feet from the Northwest corner of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 89°57'39" E., an approximate distance of 256.73 feet to a point; " THENCE S. 00°02'21" W. an approximate distance of 146.00 feet to a point; , " I . ; µ. ' ,/ . \ THENCE N. 89°57'39" W. an approximate distance of 256.73 feet to a point; THENCE N. 00°02•21~ E. an approximate distance of ·146.00 feet to Point of Beginning. FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for: Stellar Development June 14, 2005 Page 1 of 1 ') ' ( HUGO REED AND" ASSOCIATES. INC. 1601 Avenue NI Lub~ Texas 7~01I806/753•5842 I FAX 600n63-3891 Exhibit F Tracts 0.8 acres CB-2 Specific Use METES AND BOUNDS DESCRIPTION for a 0.8 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a point which bears N. 89°57'39" W. an approximate distance of 1392.64 feet and S. 00°02•21• W. a distance of 1304.11 feet from the Northeast comer of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 45°08' 45" E., an approximate distance of 111.22 feet to a. point; THENCE S. 45°37'33" W. an approximate distance of 303.37 feet to a point; THENCE N. 55°15'57" W. an approximate distance of 113.26 feet to a point; THENCE N. 45°37'33" E. an approximate distance of 324.24 feet to the Point of Beginning. FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for: Stellar Development June 14, 2005 Paga 1 of 1 ; ( J :11:: ;1~• 1 :, .. ,jf !1R,,.A1a,, HUGO REED AND 'ASSOCIATES, INC. 1601 Avsnua N /Lubbock.Texas 7!401 f 8061763-5642 / FAX 806l763·389t LAND SURVEYORS CIVIL ENGINEERS Exhibit G Tract7 0.9 acres CB·2 Specific Use METES AND BOUNDS DESCRIPTION for a 0.9 acre tract of land located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at the Southeast corner of the North half of Section 23, Block E-2, Lubbock County, Texas; THENCE N. 89° 56'27" W ., along the South line of the North half of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 229.94 feet to a point; THENCE N. 00°05'25" E. an approximate distance of 164.70 feet to a point; THENCE S. 89"56'27" E. an approximate distance of 229.97 feet to a point in the East line of Section 23, Block E-2, Lubbock County, Texas; THENCE S. 00°05'25" W., along the East line of Section 23, Block E-2, Lubbock County, Texas, an approximate distance of 164.61 feet to the Point of Beginning. FOR ZONE CHANGE REQUEST ONLY; DOES NOT REPRESENT A SURVEY. Prepared for. Stellar Development June 14, 2006 Page 1 of 1 ...J J _, _..., J _, Vintage Township Pur ~ Improvement District --,ff-~ I l>lll lll~trir.t !t I ~ C!.I.t~i~:~~~lt.Z~t~ I ::Jrrr;ien:i},ra1 _:l )------, _1m,2.rov,!W;le!J1.Are.!, 2 _ ---·--• Improvement Area 1 Includes improvements located in both Phases 1 and 2. • Improvement Area 2 lncludes Improvements located ONLY in Phase 2 Boundary Map Exhibit 5 ~--\. t I I t-Ji,P<,,,--_ -:r:· /',.. bJ,aSMD'I; ~ • / r ' I •r --~----1 I/ • I • I • I ]11 -------·· . N••>><<--• L-~-,--= ... ~ .. _, .. .,,,. ----·----,.,1_ ,1 J· ~ n ~,1 !k ,1 I .:J .-, J ") I .__ I I I e. 'I 111 e -~.r I i ,~·~ i I i!i I f,..j, !IHHI HH!ii HHi ·v t. i 1h I.'""' li!il!l !ltii II j 1oilliil 1,nnn l iii l!l !ill: Ill l.,ll .. I " • ' lltlltl I Ill l • !l 0. C: <t ·-I'll .s::. -II) a.. C ._ ' I i !ir: QI I'--) 0 ~ :ii I \ I~ I I-(I) :E I -a .. ,. ~il:i • ':-" I a» I'll I . -ij ' s 'E l !I C I'll 1 .. I > Cl) ~-,lo ") ' ~ I I I I I I I I I I I I I I I l \ \ \ \ \ \ ) ,--- 1 ft I I I 1-----i I , I ~ I I I r-----1 • .J ~--VILLAGE :CENTER CJ V?Q..AOB Gl?NBRAL CJ~ ... CIVIC SPACB c:J GRBBN SPACH ~::n:VE .. ~ -WATJill G l=g=4 t=l 1.00' J Vintage Township Open Space Plan Exhtb119 p -Park B • Boulevanf G ~Gleen R • Roundabout PW ~ 1141b St=t Parkway J ,J-.J J _,,..... ... '-----JI ; I I I I I ···•·· .. _._ I Vintage Township Landscape Framework Plan Exhibit 10 i T-TU·· :, l,~i:-· .. ,, .... 11 •' --··.J ' .I ·T. -""( -'i· ~-' . · . ......., , . ! ... ·H I ' -. C • 1 . ·'··· .. .. ' ,. i lie 1 . --L~ , ~~,;; ---A-"-+ [--1'.1_ ir:.--:·1.1·1.-· --: i'I A· I . , ~ X ~Dff FlnDSPP 19 iodl)dc; io smblis ?CC?1: .&,;;a,ttlrllltlCllllll1nD.. ·-----~,.ad ·r..--.-•...w5cV~O--. ,,._,.__Ov,_ LANDSCAPI PRAMIIWORK PLAN ·-11!-=-~ *-horl & ~--~1...-rlS J P.t.sb.,; C---,,hk _,_ .... _ ........ -Jll~hdri, 5--.,.,.._,._ -,... _ _ ,_._ ._,_ u·)'~~M ___ , ___ _ IJ---o_,_ ...... -. e""--'l&-,,.i,~~E-,. , __ ·----........... A_.,_ v VINTAGE TOWNSIDP PUBLIC IMPROVEMENT DISTRICT CAPITAL Th1PROVEMENTS BUDGET Exhibit 11 Tradition. Community. Home. December 2007 FOR: THE CITY OF LUBBOCK LUBBOCK, TEXAS BY: HUGO REED AND ASSOCIATES, INC. 1601 AVENUE N LUBBOCK, TEXAS 79401 "\ Vintage Township Publlc Improvement District Capita! Improvement Plan -Phase 1 Phllso: -Lots: PhUe 1 28.000 10S ili_';".:1 1 --·-J 1 ......... _,. __ -J.&nll L&nd said to Cl!y f« RoW, poito, and othar pullllo lmp,,,v.men!£ ~Ill 1:(U!l!IIIGD MassEaflhwon:/Cut&FOI Phase 1 Ph I aroa plus .,_ &- flaon Control (SWP3) Stoml--mioo plOll StrMtsaDdAllm p-1 Phue 1 lilreelS •nd ""'ndsl>out P-1 Reamstt\lCIIOn of 11411\ Street ltt'.ibm tlandtcapRamPo Paid to tr,o etty of lw>bo<!< Wilet & 6mt.mc -u-~ .. , WaterPn::ind.a Pl\ll9e1 SewerUnllS P-1 I klb:!11:11 6 filml §klaa sn.lLIAM:s 0aoo<ali,,,. 6trm IJgh!s SW.I Sign, Paid to tho City or Lubbod< GIi~• a .:al :D Slonooo Monumentalion la~ I Hl!lds<apo Landscaping SIJ-1 Hard cost· tnfrastructun, Hard CQSt • lr'lfraStn.a::tu:re CGntrngM To1<11 Hard Costs -lmra.slnlebJo,: ..... ·1 -. .... ~-x-~-. ....,.,....., ... 1•• ~ ~ ~-.... . '.· . Hard Coa,.__ ,fl, -.,._ ·-~- L.!aH~!iElii FEATI.JB; Phaoe1 P1 • Fwndeo; Part• lands<apo {sit• p,.paratlon, p(ant matoriats, elc.) Ha,$cape (Bae level -&ldewall:s, •-os, IIQhllng, etc.) Oilier. Playgro..,~ ou..r. Mon,ment & Rolrt.., OU,er. Psllo & O\MOMFireplaoe R1 • Raundabeut lrrtgrtlon Landscape (slll p!OpllTlltlan, plant mate~alS, etc.) H81dSCape (r<,l\oV¥pa ..... pl•nl•rs. etc.) Otller. PubllcMorver!lc:o!>lnloture lmgalion u. I •••••• PW2 &3-P"""'8)1 la~ 1/a of 2, 3 & 112 of 4 Onc:Moo ..-.rralnavo Hom>) tiarllscape (S-lk>. 8ft fenoe) lmgallon ln1lJ•U"" Wall Well, Pump & Pump,-hou:s:, Sb§I lt!!E I B1!1lasl Snt!IT!aes Trees OII01l 25 ft on '8111« (SIJ<ets aod sld~ Tempanry lmgaUon Subtotal )Ian! Ccll1 -,llman!11os tianl Cost • Amen!U.. Can!lnge<>cy Total Him! Coots. Amer>IIJ•• • _Cost,._ I ~- Bonds (Pm! & Per!) Buller oo C&F P"""' I D ............ & P""' u-A __ , .. , .... ntutse1 Tota10lho<llardColl1 . I -~·~ ___ ... a.,,,c-,r--.. .. --~- ~DIIII Ii aslml!I~ Plolecl Ulnllll'!r 2005' PIOJecluan&ge< 2009' Payroll t .. ACCll!ent ins.ironoe Sile Offloe /Tnllor Offlw Eq,lpmet!I Offloe S.pplle& P1'ono&lntomol Utilllas Misc..,. ..... E>dllbll 1 ~ ... 10% .-I ~ I ~ ~., .-... 1 I 10% I - - - -' .,._ TOIi! --• .. • .. I ... 870~ 8111, 870~ 10K 288,301 e1,r, 94,479 :!31(, 191,1122 87'1, 1,041 100% 9•048 100,, 818,288 1001lo 818,288 10K 14e,599 1001lo 146,5911 1Dll'li 38,100 1oo,r, 3811a )DD11o 331.218 1001lo 331216 100'4 10,323 100% 10.$23 1oor. 560,313 1oo,r, ~ll,S13 100% S.S,020 100'4 65,020 1001lo 2AN 1oo,r, 2,488 100'11, 2,888 1001lo 2,IM 100% 588 100% SS8 111D11, 2,719,5$9 2,489,262 250,328 271.$59 248,92$ 25,003 = ------------•----= 2.ttl ... ,.11 .. 1•• 27USI l'llllllc T---I ... • ... I .. 97,04S 1oo,r, 97,Gole 100,,, eo.m 1oo,i, 80.963 100% $0,173 100% 30,173 1001lo ,t,283 1001lo 411,283 100'11, 80,482 100% 81!A62 \0()1', 8U87 100% 89,767 100% 7,2JS 100'11, 7,2Bl i00% 1ue1 \O()'l/; 12,561 100 .. 10,CISII 1oo,r, 10,058 100% 3,852 100% 3,85.Z 100% 87,508 100% e7~ 100% 97,W 1oo,r, 87,955 100% 60,405 1oo,I, 81),AC$ 1oo,i, 11,104 100% 18,104 IOD11o 144,791 108 144,791 100% '452 101l1'o 4S: 1- =.464 BS0,454 85,045 85,00 -----=--------= --~ 9~e.l 13 ... , -T---• ... I .. • ... .:·~ 8111, .!·~ 33'11 2,964 67"' ,oo,i. <NMO< .. '" ,·..:sc 2.964 -Totol --I ,. . ,. • " 18,30C 8111, 8,039 3311 12,2$1 6l'llo T8~ a1,r, 2S,183 3311 51,148 87'11, 14192! 81% ',1126 33'11 10,00l 87'11, 3,~ 81'11 11137 3311 2,308 87'11, 8,473 a,., 1,148 33'11 2,S27 87!'. 928 '1'11, 308 ~ 621 67'11, 1,855 81'11, 812 33'11 1,2,43 87"' 711 91,r, 236 "" ,78 8711, 742 ,,,,, 2-46 -,97 87% 3-•1"' ffl ..... 21124 6l'llo 1'111•1 I ..., ) J ") l . --,..i.nc1m- "i,, Toi.II --HitCICost"'...,= Comme"'9 I '!I, I '!I, I '!I, Sublolal 12Si745 '40,836 ez.;09 ···---ft·---~- Mas1er Planner (/ISW) Master Pl4n and Design ~ 8S,1QC! 33'!1, eu2s 75lf, 22,275 25'!1, t.andscapo Plaliner (EOAW) Umlscape Coc!o 28,251) 33'!1, u,25Cl 1oo,r, lmga~on Planner (Larry Rogers) M_, lnigallon $yslem 10,213 10C% 10,213 1001!, avorot!e&Relatocl PlarinlnQ .... rl<Shop,, 21,750 -18,313 76'1~ -6,438 ;151, Mb<: Mastor P1ann"" 3350 ~ ? &13 7~ 1138 ;151, _, 152,6112 as,eso 97,o12 L8ndSClpe tleSlgl1 Foun.i... "811<, 114111 Prtway. 010. 38.711 1011'11, u.m 1001!, lr1fllll!IOI\ CesJgn so.co duo ta alt ceslgn eund. OIMr e.oa.s 101J'Mo 6,035 1oo,r, ~---""""'"onCDm 331 61'1/o 109 33'!1, 222 en. S.btolal 43.on 1011 42.967 Cbll Easalaadm O:IBI ConsufflnQ C9slgn & COnstrudlon consulting 48,800 61'!1. 16,104 3:1'!1. 32.ee& 87'!1. Survey 10,980 81'1/o '-623 33'!1, 7,SS? 97'!1. Preplm 9,$,IC 81'Mo 2,818 33'!1, 5,722 67'!1. Prellmin'"Y Oralnsgo Me;, 30,000 100'l/o t,IIOO 33'!1, 20,100 67'!1. Flnel P1ot 14,403 6111, 4,773 33'!1, 9,8111) 67'11, Topog<Uphic,,l Surveying 3,081 8111, 1,020 33'!1, 2,071 87"" Cut& Fil 91106 81% 3,008 ,3311 61103 87'11, CU! & Fil AddlUonaJ Cl/I and ftll plaonlng nae<!ed rn first phase 42,947 81% 1,41l'2 SM!, 28,774 67'M, Onll""II• Analyses 11.357 ,~ 3,7411 3!'!1, 7/J/J9 9711. Oralneve Analyses Addlllanal dtalnag& arialysls nNded in fln:l phaSe 27,13e 100% 8,001 33'!1, 18,195 87'!1, Water&S.-52.688 ,co,r, 17,347 3311, 3$,W 87'!1, Slreets 89,508 1011'11, 29,538 33'!1, St,1170 67'!1. ccnstru<:tlonSe/vloes Blcls, Conlractlng, Field Inspections et,:. 38,811 61'!1, 12,148 33'!1, 2',884 67'!1. other llll6 61"!1, 319 33'11, 847 67'!1. SuDIOW ~ 127,'78 2S8.818 ,~. e--~-•--~--•·-· GootO<lullcal SCI tesllng 6.283 61"" 2,073 113"' 4,210 87'!1, QO<>ledu>loal Compacl!.., l&Sl!nv 4,561 -4,561 100'/, Q-lcal Pl testlog 1.-4&4 100'!I. 1,4&1 10<)'JI, Traffi<> S1ree\Ofll•n 25000 1011% 2SOOO 100,, Sl.lblolaJ 37,308 33,0118 4,210 ~ conSll\letlon Doc & Review Cc:lun.wl il"ld dr1'1tl-14111 61"!1, 7058 -7056 51)'11, Subtotal 14.111 7,058 7,056 ~51!illllm I lmRm1 &H Preplat fQvlowfees City o1 LIJbbod< 3,178 61~ 1,049 3s,i. 2,129 87'!1. Piil n>viewfees City ol Lut>bod< 552 61'!1, 1!2 33'!1, 370 87'!1. Cut & Fil ra'1ow fee, Cit)' or Lu!>bod< 3,681 81% 1,215 33'!1, 2,488 67'!1, COl\51 ~ rees-~ water I sewer City al Lubl>Od. 6,054 100'l/o :•:; -605 ,o,, Co..t'-•;..,.,f<les,S!n>e1S ~.:. o( Luobod< 7~ 1DO'!I. 90% 743 10% Subtotal 20,895 14,581 6,314 lm!IBDlil I llandl£HI Conswctloo: Bonding 1 % of har11-. -Bond, p.1: up ror 11\e mun1c1pamy 7,787 100% 7,767 100% Subtotal 7787 7787 &JllloealSO"COQ: 785,881 318,SllS 489,2811 So" cost Con!lng,ocy 101!, 78,SU 31,8511 48,ffl -------==-~ = 70181 Soft Ccst&: -·-Ml"' SIi 215 TOTAL COSTS 4a11,z,11-•-· Exhlbl I Plleso1 Paile 2 P-l 30.000 137 Vintage Township Publle Improvement District Capital Improvement Plan -Phase 1 .,<<'T-r ~'~1 , ... :,i 1 ..... c .. ,,__ ' c-' .. l.lail I.Md solG IX> QI)' for R/Ni, por.s •n<I oa,e, pibllo lfflpro""1ent5 1iH1 emm.mnr:m M ... earu-ttlCot&FlD Pba•2 -.n Oormol !SWP3) st,.,,. _, pn,ventlcn ploo ftl!wts111fld !mm Slm!Pa.t~ Pha.sa 2 S'Jlpp•ve wt<t 11,th ~ Hand!cap RamlS Pok! lo tho Clty of L- Wilm: I Slwll1 WltarU- Phue 2 -Unoo Pha.2 Ph 2• Ml t>Cltll 100lteol'c! for""1ondl1111 -erSOIJlh Ol1 Quokff UabUHIIUnt~l -'-'!his c.co..,fvt S1rN1 LlllhlS _ _,. Ptld lo 1ht City Of Lubl>Ocl< S.IIIZDXJ · 0.l'dl ~ -· Motiumlffltatlon ,...,..----, I M•llf!DC:109 , .... ~- SubtOIII ~•nl Cos! -lnlrast\,Clil,. Hird C<>ot-lnlrulNCi1n CodlnQsr IC% T-----.. ' " I " 3'0,0QO -aec,ooc 1- 172286 8111 56,1$4 33% 12,7115 100!I. 12,785 100'li ~.058 100,i ffl,11611 100,, 217.476 ,_ 217,471 100% ~1.081 100'llo 5t,Ol1 100% 2$8,000 100'!1, 258,00C ,- 314.421 101)'!1, 314j'2t 100'- 17,81' 1001l -~3 10Q'!I, a,623 1oo,r, ,.~ 101)11, ""' 101)11, 1,0511,118 1,790,tH 198,312 17i,Olt -•---=-=i::~ ~~-Total "•"' ,..~ .1ntm111,eture· . ManlCost,.._ l..ANDSCAPE fitiNRE Phan2 I ;2 -1.Wket ~ Ltndsalpe. reduced duo lo loss plorlled aroo HanlSotpe (8aso tevel. sldowolt.s, IOC0$$0MS, IJo!illng, ~) • Olhor. -ming Pool & Rollllod • l~atlon--dllt lo lea pllnlod atea PS • The Commons ul!<bco;,I ()lie prepe,otion, pltnl mlle~w. elc.) • • llwsc:lpo (90$8 lovel •slc!eWllks, occesso~es. oil:.) '0111er. Pl&)ll..,und & PlcnleANla • OU..r. Gordon l'tllZll "lmgall.., PS· T-,h,mo P'11 u-.,. (slle prepOratlon, plant matena/9, e!O.) ' HardOClpo (Ba50 IOvtt • slcl-lk&,-Hg)l\ing. Ole.) • fnlQadon P7 • smon Ttlerelle F Ltndscope (site pn,pomlon, pltnt m,iertab. ote.) • Hanlsupo ~ ••••1--ks, •-~os, ll!lMlng,elC.) • lmo,U.., R2 • RoulKloilOIA Lancl.s<:apo (>lie p,operallon, plan/ mOl«lals, elC.) lrmtlr:ees&BtW _T,.... Tampcnry lrrlg.Uon • Hantsa,pe (rollover pavm. plonter-. etc.) 111 Olhiw:: PUbl~ Art ot veJUcal &tn.,ctvr, • ln1gllloo I::=. illffii!MIN . __ ,._ -L..: . . -~-~ -. Sit:otBl I Adl:Dlolstath• !'"'JodMan-~06' TT\J lnttma ($7/llrx20!'1SM< x 52Wb• 72a0) Ptyrell Tp Acddonllnslnnc8 .. ~ .. ~. &ltltOIII Aaiblll~!HII i;}a)san I I • • ' 2.111""' 1.16H76 " . ... 18,3:IS \QC% 14,e88 jQC'!I, 1ei.101 100!I. 14,e&e 1(1()'!1, 81,311l 1- 211,:Ul 11)0!1, ia,021 100'JI 27,18' 100'11 50,151 1QO'!I, 88.237 1Dl)'!I, 33,111 100'!1, 41,$98 1oo,r, 29;127 100"' 17,713 100!1, 22,142 100'11 7,.!75 ,_ 13,5l!Q ,_ 10.874 100!I. 2,587 1011!1. 873,071 17/¥11 • -.. 1, T- $6,473 5,703 1,318 11M cc.- -" 8114 11'11 '"" .... --' ,. 12.886 ~ 1,812 33!1. 434 3314 M1 35!1, 1$,Ma --• " 1,~.432 87'11, 77,61' ,_ ,.oes 101)'!1, l30 IOO'!I, 117,950 11,789 =-217151! -. .. - 18,a35 100'11 14,tal 100'11 113.107 10Q'!I, , ...... 1(1()'!1, 11.382 100'!1, 20.341 100'!1, 3U21 100% 27,1&4 100% 111,851 100'11 111,237 100IJI SS,118 1- 4UH 100'JI 29.227 100'!1, 17,713 1(1()'11 22,142 10(),C, 1.m ,-13,sao 100'/t 10,1174 100ll 2.18'1 100% 873,071 11,)117 =---...... -' " 2s,m e;,, a.121 -1112 8711, .... ..... $1.25ll "') I ""\ ) "I l I -Pulllic...,_ Tola! ----Hard Cati.-,.._., ____ CGnunenu s % • 'If, • % :""""""l\y Am•nll? ~· U>cal lalont /Ccntost. Feolura sud\ u pn,yer diapol etc. 10,874 IIXl'II, 10,874 1IXl'II, East ccmmons ""d Mar1«11 Pa111 35,340 11X1'11, 3!,:141l 11X1'11, . . ~anOOCS e,52' 1<m!, a.524 100l!, Re,.,.,.,Cli011Cc$1$ ,187 Bt'!f, 154 33'!1 313 en Subeotal ~.205 154 S!11J51 :~·- Ftnal Plot 20.~ B111o e.ru 33"' 13,689 87'!1 Topogral)l,ieal Su~~ 4,31111 81Y, 1,439 33% 2,112a 87'!1, Cut&!'lll 12,84$ 81'!1, 4,24() 33"' UCB $7'!1, D1lllna511> Anolj1es 1S,ll20 100'!!. !,217 33% 10,734 en WBti,r&Sawier 74,154 IIXl'II, 24,471 33!11 49,683 67% streets 12111"91 100'!!, 41,666 "" 84,595 87% . . . . 28,53.2 61'!1, 8,756 33'!i 17,776 B7'!i Othor '1!83 81'!1, 450 33'!i ;13 B7'!i Sul>lolal 211,N1 93,040 118,1100 ~~ GeOl&Chnlcal CcmpaoUon ta!lng 6,434 901lo 6,434 100'!i G<Olechnlcal Pllestlng 2,149 1oc,r. 2,149 100'!i Sublotol a.ssa 8,58:! ~ . Mloo otMr trans&Cllons 2,157 81'!1, 1,078 50% 1,078 60'1, StA>total 2,157 1,078 1,078 Bm1111mn:~ I JmaStl Ei&:2 Ptltrevlewfca City of Llllll>ocl< rn 81% !157 33'A, 522 $7'!1, Carlst inspctd: fees• Wlif&r / sewet" City Of L.ubbocl< 9,540 1~ 7,898 oo,r. IIS4 10'M, Cans. L,. __ ___,,. fees· 5tn!BUI ~--Of Lulll>oct. 10 4110 100'llo 9432 9(l'M, 1~ 10% SutllOlal 19798 17 375 2424 &J~OISI Soft Cost 412,330 1115,112,4 27$,706 Soll Cosl COmil'IJOIIC)' 10'11, 41,233 13,562 27,671 -----=-==-----;.,.,7G Total Soft Costs: 463-"13 149117 TOTAL COSTS Jooo,;,11 ___ _ Exhlblt I ) ' RESOLUTION Resolution No. 2008-R0066 February 28. 2008 Item. No. 5.6 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an lnterlocal Agreement with the Lubbock Central Appraisal District to provide the services necessary for the collection of the assessments levied by the City Council against property in the Vintage Township Public Improvement District. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 28th day of February , 2008. · )5L_I ~~# :::T)~~ #/'"~ --- DAVID A. Mi&~ MAYOR j ATTEST: c'2 ..k< . ;;3cf I Rebc~d Gara, City Secre~ I ' I i APPRQVED AS TO CONTENT: ------L ,, r·· ; ---·,,---:__ ,,\ . /, ' \ <; -;= ./ )(_..-t,~"=-; Rob Atffson,AssiSt@.t~ity M'tiager Development Services ! APPROVED AS TO FORM: ~~/7~~ Linda L. Chamales, Senior Attorney ! Office Practice Section I !City All I Linda Res-Vintage PIO Coflc:c1ion Agreement I February I J. 2 008 •I !j /1 ,I i! ' I i "') ) Resolution No. 2008-R.0066 INTERLOCAL AGREEMENT FOR THE COLLECTION OF ASSESSMENTS LEVIED ON PROPERTY WITHIN THE VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT, CITY OF LUBBOCK, TEXAS STATE OF TEXAS § COUNTY OF LUBBOCK § This Agreement is entered into this 28th day of February, 2008, between the City of Lubbock (hereinafter called "City") and the Lubbock Central Appraisal District, (hereinafter called "Appraisal District") for collection of assessments levied within the Vintage Township Public Improvement District of the City of Lubbock (hereinafter called the "Vintage PID") pursuant to the authority granted by and in compliance with the provisions of the lnterlocal Cooperation Act, Chapter 791, Texas Government Code, and the provisions of the Public Improvement Assessment Act, Chapter 372, Texas Local Government Code; WHEREAS, the City Council of the City of Lubbock in Resolution No. 2007- R0022 passed January 12, 2007, authorized and created the Vintage Township Public Improvement District (Exhibit A) under Chapter 372 of the Texas Local Government Code, and designated the Lubbock City Council as the entity responsible for the management of and provision of services and improvements to the District; and WHEREAS, on June 26, 2007, the City Council passed Ordinance No. 2007- 00058, (Exhibit B) as amended on February 14, 2008, pursuant to Ordinance No. 2008- 00005 (Exhibit C), approving the Service and Assessment Plan and Assessment Roll for the Vintage Township Public Improvement District and levying assessments within the Vintage PIO in accordance with Chapter 372 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Lubbock desires to contract with the Appraisal District to provide all the services necessary for the collection of assessments levied by the City Council against property in the Vintage PIO and to deposit such assessments with the City of Lubbock for the benefit of the Vintage Township Public Improvement District; and WHEREAS, the Appraisal District is able and willing to perfonn said collection services and is desirous of entering into an agreement with the City for collection of assessments levied within the Vintage Township Public Improvement District; NOW THEREFORE, the parties hereto agree as follows: Vintage PID / LCAD Agreement ' " ., ... i ) \ ARTICLE I RECITALS AND EXHIBITS PART OF AGREEMENT The representations, covenants, and recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Article I. Exhibits A, B, and C. attached hereto are incorporated into this Agreement as if fully set forth herein. ARTICLE II RESPONSIBILITIES OF THE APPRAISAL DISTRICT The Appraisal District, acting by and through its duly authorized officers, does hereby agree to perform all collection services on behalf of the Vintage Township Public Improvement District of the City of Lubbock, pursuant to Texas Local Government Code Chapter 372 and City of Lubbock Ordinance No. 2008-0005 (Exhibit C), and to forward said funds to the City of Lubbock for deposit into the appropriate funds held under the Indenture of Trust dated (Dru~ , 2008, between the City and the Bank of New York Trust Company, N.A. (7.tee") pertaining to the issuance by the City of its Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 20088 (Lubbock, Texas). The City has entered, or will soon enter into an Administration Agreement with MuniCap, Inc. (the "Administrator") pertaining to the Vintage PIO. The Appraisal District will provide a list of tax parcels in the Vintage PID as of January 1 to the Administrator by June 30 of each year. The Administrator will identify properties within the PID boundary and calculate the assessment due for the Vintage Township Public Improvement District in accordance with the Vintage PID Service and Assessment PJan. The Administrator will provide such calculation to the City and the City will provide such calculations to the Appraisal District. Assessment bills will be sent to affected property owners prior to November 15, 2008, or as soon thereafter as practicable, for the 2008 installment of the assessments and the assessments will be due January 31, 2009. Future years' assessments shall be detennined and billed in like manner, pursuant to the then current assessment ordinance. Future years' bills will be sent prior to November 15, or as soon thereafter as practicable and due the following J anua.ry 31. On or before March l of each year, and again prior to May 1, the Appraisal District '"'ill calculate the amount of assessments collected and the funds due to the Vintage Township Public Improvement District will be forwarded to the City for deposit as provided in the preceding paragraph. Vintage PID / LCAD Agreement 2 .... .I ; ) ) ARTICLE III RESPONSIBILITIES OF THE CITY The City will provide to the Appraisal District a certified copy of the assessment ordinance; the calculations of the annual installments of the assessments due each year as described in Article I and provided to the City by the Administrator; a list of the properties, identified by legal description and appraisal district account nwnber, designated for assessment under current and future assessment ordinances; and the name and phone number of a designated city official to be included on the annual assessment bill for the purpose of answering questions concerning the assessment by August 31 of each year that this agreement continues in force. The Vintage PID, acting by and through its Board of Directors, the City Council of the City of Lubbock, does hereby agree to pay to the Appraisal District as compensation for services rendered pursuant to this Agreement, for all parcels within the Vintage PIO, an amount equal to the cost per parcel for all other cities and independent school districts as calculated in the AGREEMENT FOR ASSESSMENT AND COLLECTION OF TAXES between the City of Lubbock and the Appraisal District or ¼ of 1 % of the annual collection budget of the Appraisal District, whichever is greater. The above stated compensation will be deducted by the Appraisal District from the total annual Vintage PIO assessments collected prior to the funds being forwarded to the City for deposit with notation of the amount deducted and accompanying documentation. Any start-up or computer or software programming costs associated with these assessments will be reimbursed to the Appraisal District by the Vintage PID in the amount of the actual costs. ARTICLE IV COLLECTION OF DELINQUENT ASSESSMENTS The Appraisal District may contract with any competent attorney to assist in the collection of delinquent assessments on behalf of the City acting for the Vintage PID. The attorney's compensation shall be set in the contract, but the total amount of compensation provided may not exceed the amount authorized in Section 6.03 of the Texas Property Tax Code. Said compensation shall be deducted from the delinquent assessment collected prior to the funds being forwarded to the City for deposit with notation of the amount deducted and accompanying documentation. Vintage PID / LCAD Agreement 3 .... ) ... ) ) ARTICLEV TERM The term of this Agreement shall be for a period of one year, beginning on the 28th day ofFebrumy 2008, and may be extended from year to year unless the parties elect to terminate the Agreement according to its terms. ARTICLE VI TERMINATION In the event the Appraisal District or the City desire to terminate this Agreement at the end of the primary term or any extension thereof, the party desiring tennination shall give notice in writing at least thirty days prior to the end of the term to the other party. Either party may terminate th.is Agreement upon breach of the terms contained in the agreement by giving sixty (60) days written notice to the other party. ARTICLE VII NOTICE Whenever notice of any kind is authorized or required to be made by one party or the other under the tenns of this Agreement, such notice shall be given by United States registered or certified mail, postage prepaid, return receipt requested and addressed to the other party as set out below, or to such other address as may hereafter be designated: Vintage PID: City Manager City of Lubbock P.O. Box2000 1625 13th Street Lubbock. Texas 79457 Vintage PID / LCAD Agreement Appraisal District: Chief Appraiser Lubbock Central Appraisal District P.O. Box 10542 1715 26th Street Lubbock, Texas 79408 4 ARTICLE VIII AMENDMENTS This Agreement constitutes and expresses the entire agreement between the parties hereto and shall not be amended or modified except by written instruments signed by both parties. APPROVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK this 28thiay of February 2008. APPROVED BY THE BOARD OF DIRECTORS OF THE LUBBOCK CENTRAL APPRAISAL DISTRICT this 27th day ofFebruary2008. CITY OF LUBBOCK, TEXAS ~d-- David A. Miller, Mayor ATTEST: _o~----9 t; ~arza. City S~ APPROVED AS TO CONTENT: ~ -------\·-··--{ APPROVED AS TO FORM: ~~~c7~-.A'.. Linda Chamales, Senior Attorney Office Practice Section lc:CityUI/Linda/ LCAD Vintage lnterlocal-final F c:bru.iry 8, 2008 Vintage PIO/ LCAD Agreement LUBBOCK CENTRAL APPRAISA ISTRICT _,, ATTEST: Artee'kckson];tary, Board of Directors 5 Resolution No. 2008-ll0066 EXHIBIT '' A'' ) ) llssolutiou Ro. 2007-R0022 MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF A RESOLUTION STATE OF TEXAS § COUNfY OF LUBBOCK § CITY OF LUBBOCK § On the 12th day of January, 2007, the City Council of the City of Lubbock, Texas, convened in a regular meeting at the regular meeting place thereof, the meeting being open to the public and notice of said meeting. giving the date, place and subject thereof, having been posted as prescribed by Chapter 551, Texas Government Codt; as amended; and the roll was called of the duly constituted officers and members of the City Council, which officers and members are as follows: David A. Miller, Mayor Jim Gilbreath, Mayor Pro Tern Linda Deleon Floyd Price Gary 0. Boren Phyllis S. Jones Jim Gilbreath ) ) ) ) ) Members of the Council and all of said persons were present, except ______ , thus constituting a quorum. Whereupon, among other business, a written Resolution bearing the following caption was introduced: A RESOLUTION OF THE CITY OF LUBBOCK, TEXAS APPROVING AND AUTIIORlZING THE CREATION OF THE VINT AGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT The Resolution, a full, true and correct copy of which is attached hereto, was read and reviewed by the City Council. Thereupon, it was duly moved and seconded that the Resolution be passed and adopted. The Presiding Officer put the motion to a vote of the members of the City Council, and the Resolution was passed and adopted by the following vote: AYES: NOES: ABSTENTIONS: LUB200/S8000 _7_ 0 0 Dallili Minutes for Resolution C~ting PIO -Jin 12 2007 Dallas 126031 Sv. I , ) ) J ) ) MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to correctly reflect the duly constituted officers and members of the City Council of said City, and the attached and following copy of said Resolution is hereby certified to be a true and correct copy of an official copy thereof on file among the official records of the City, all on this the 6th day of June , 2007. [SEAL] lUB2fJ0158000 Dallas Minutes for Resolution Creating PIO •·· Jan 12 2007 -2- Dallas 12603 ! Sv. \ ... ) ' Resolution Ho. 2007-R0022 January 12, 2007 Itea Bo. 6.9 A RESOLUTION OF THE CITY OF LUBBOCK, TEXAS APPROVING AND AUTHORIZING THE CREATION OF THE VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT WHEREAS, the City of Lubbock, Texas (the "City") is authorized under the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the '•Act") to create a public improvement district; WHEREAS, Stellar Land Company, Ltd. and Vintage Land Company, Ltd. submitted and filed with the City Secretary of the City that certain Petition for the Creation of a Public Improvement District to Finance Improvements to the Vintage Township Residential Community (the "Petition") requesting the establishment of a public improvement district to be known as the Vintage Township Public Improvement District (the .. District"), the boundaries of which are set forth on Exhibit A attached hereto (the real property located within the District shall be referred to as the .. Land"); WHEREAS, the City Council of the City (the "City Council") has received the Petition signed by the owners of more than 50% of the appraised value of the taxable real property and more than SO% of the area of all taxable real property within the District, and the Petition complies with the Act and thus the City Council is authorized to consider the creation of the District; WHEREAS, after providing all notices required by the Act, the City Council on the date hereof conducted a public bearing on the advisability of the improvements and services and the creation of the District; and WHEREAS, the City Council adjourned and closed such public hearing. NOW, THEREFORE, BE IT RESOLVED BY Tiffi ClTY COUNCIL OF LUBBOCK, TEXAS, THAT: Section 1. Advisability of the Improvements Proposed for the District It is advisable to create the District to provide the public improvements and services described in the Petition and this Resolution. The public improvements will promote the interests of the City and will confer a special benefit on the District. Section 2. Nature of the Improvements: The general nature of the proposed public improvement projects is (i) the acquisition, design, construction, installation and improvement of: (a) parks and greens together with any ancillary structures, features or amenities such as playgrounds, athletic facilities, pavilions, amphitheaters, community facilities, bridges, walkways, lighting, benches, trash receptacles and similar items located therein along with all necessary grading, drainage and similar infrastructure involved in the construction of such parks and greens, (b) landscaping, hardscaping and irrigation, (c) water features such as lakes, ponds and fountains, (d) distinctive lighting and signs, (e) pedestrian malls, passages or pathways including pedestrian bridges, (f) vehicular bridges and low water crossings, (g} community meeting halls or similar buildings, (h) community monuments, towers, and other similar structures, (i) art work, (j) water and sewer infrastructure and facilities, (k) streets, roadways and other LU8200/~8000 Resolution Approving Cration or PID • Lubbock 2007 _ ... ) '\ thoroughfares, including streetscaping and streetligbting, (l) stonnwater drainage infrastructure and facilities; (ii) payment of costs associated with developing and financing the public improvements listed in subdivision (i) including costs of issuing bonds and funding debt service and capitalized interest reserves for such bonds and costs of establishing, administering and operating the District and (iii) maintenance, operation and other supplemental services pennitted by the Act pertaining to the items listed in (a) through (i) of subdivision (i) of this Section. Section 3. Estimated Cost of the Improvements: The estimated cost of the public improvement projects identified in subdivisions (i) and (ii) of Section 2 herein is $50,000,000. The cost of the maintenance, operation and other supplemental services identified in subdivision (iii) of Section 2 wiJl be detennined annually by the City; however, it is anticipated that the City will arrange with the local homeowners' association for such maintenance, operation and supplemental services and that such costs will be paid from homeowners' association dues and that collection of assessments for such purposes will be necessary only in the event that the homeowners' association fails to operate and maintain the public improvements in a manner consistent with the City's standards for maintenance and operation of similar public improvements throughout the City. Section 4. Boundaries: The boundaries of the District are set forth in Exhibit A. Section 5. Method of assessment: An assessment methodology will be prepared that will address (i) how the costs of the public improvements financed ~th the assessments are assessed against the property in the District, (ii) the assessments to be coUected each year, (iii) provisions providing for the prepayment of the assessments at the option of the owner of any parcel, (iv) the reallocation of the assess~ent upon the subdivision of a parcel, and (v) reduction of the assessments for costs savings (pursuant to the annua] review of the service plan for the District) and repayment of bonds issued to finance the public improvements. Additionally, a report will be prepared showing the special benefits accruing to property in the District and bow the costs of the public improvements are assessed to property on the basis of the special benefits. The result will be that equal shares of the costs wilJ be imposed on property similarly benefited. In assessing the costs of the public improvements, property will be classified based on the use of the public improvements. For example, larger homes may generate more use of the public improvements than smaUer homes. Accordingly, there may be a classification of property on the basis of the size or type of homes that may be built on a parceJ. Costs may also be assessed on the basis of the value of the property, or upon a combination of size or type of house and value of property. Property may also be classified on the basis of the location of the property within the District> if some sections of the District receive more public improvements or public improvements of greater cost than other sections of the District. The assessment methodology will result in each parcel paying its fair share of the costs of the public improvements provided with the assessments based on the special LUB200/S8000 Resolution Approving Creation o( PID • Lubbock 2007 _ .... benefits received by the property from the public improvements and property equally situated paying equal shares of the costs of the public improvements. Section 6. Apportionment of Cost between the City and the District. The City will not be obligated to provide any funds to finance the proposed public improvements. AU of the costs of the proposed public improvements will be paid by assessments of the property within the District and from other sources of funds, if any, available to the developer of the Land. Section 7. Management of the District. To the extent allowed by law, the City may contract with either a non-profit, or a for-profit organization, including a Public Facilities Corporation created by the City pursuant to Chapter 303, Texas Local Government Code, as amended, to carry out all or a part of the responsibilities of managing the District, including the day-to-day management and administration of the District. Section 8. Findings. The findings set forth in the preamble of this Resolution are hereby fowid to be true and correct and are incorporated in the body of this Resolution as if copied in their entirety. Section 9. District Authorized. The Vintage Township Public Improvement District is hereby authorized and created as a Public Improvement District under the Act in accordance with the findings as to the advisability of the public improvements contained in this Resolution. Section 10. Notice of District Creation. The City's staff is directed to give notice of the authorization for the establishment of the District by publishing a copy of this Resolution once in a newspaper of general circulation within the City. Such authorization shall take effect and the District sbaU be deemed to be established effective upon the publication of such notice. The District shall exist until dissolved or tenninated as provided by law. Section 11. Effective Immediately. This Resolution shall take effect immediately from and after its passage and it is accordingly so resolved. I LUB200/SBOOO Resoluticn Approving Creation of PIO -Lubbock 2007 _ -3- ") ) ) l PASSED AND APPROVED this 12th day of January, 2007. ATTEST: APPROVED AS TO CONTENT: Assistant City Manager Development Services I UB200ISSOOO esolution Approving C~'1ion or PIO • Lubbcc:k 2007 _ -::0~~ DAVID A.~R. MAYOR -4- J ...., J ' J Resolution lfo. 2007-R0022 EXHIBIT A DESCRIPTION OF THE LAND METES AND BOUNDS DESCRIPTION for a 275.539 acre tract ofland located in Section 23, Block E-2, Lubbock County, Texas, being further described as follows: BEGINNING at a point in the North line of Section 23, Block E-2, Lubbock County, Texas, which bears S. 89°S7'29" W. an approximate distance of962.23 feet from the Northeast comer of said Section 23, Block E-2; THENCE S. 00°02' 31" E. an approximate distance of 260.42 feet to a point; TIIENCE S. 45°00'03" E. an approximate distance of 153.42 feet to a point; THENCE S. 44°59'57" W. an approximate distance of 90.00 feet to a point; THENCE S. 45°00'03" E. an approximate distance of 785.85 feet to a point; THENCE N. 44° 59 • 57'' E. an approximate distance of 102.16 feet to a point; THENCE S. 45°00'03" E. an approximate distance of 18.52 feet to a point; THENCE N. 89°59'57" E. an approximate distance of 160.00 feet to a point; THENCE S. 00°00'03" E. an approximate distance of 164.00 feet to a point; THENCE N. 89°59'5T' E. an approximate distance of 115.99 feet to a point in the East line of said Section 23, Block E-2; THENCE S. 00°00'33" W., along the East line of said Section 23, Block E-2, an approximate distance of 1393.30 feet to a point; THENCE N. 89°59'27" W. an approximate distance of 219.97 feet to a point; THENCE S. 00°00'0 I" E. an approximate distance of 154.70 feet to a point in the South line of the North Half of said Section 23, Block E-2; THENCE S. 89°58'4 l" W., along the South line of the North Half of said Section 23, Block E-2, an approximate distance of 4746.31 feet to a point; THENCE N. 00°02'3 I" W. an approximate distance of253.91 feet to a point; THENCE S. 89°57'29" W. an approximate distance of 119.63 feet to a point; LUB200/.S8000 Resolution Approving Creation of PIO • Lub~k 2007 _ A-1 ... ') ') ) THENCE N. 00°03'33" W. an approximate distance of 1078.00 feet to a point; THENCE S. 89°57'29" W. an approximate distance of 210.00 feet to a point in the West line of said Section 23, Block E-2; THENCE N. 00°03'33" W., along the West line of said Section 23, Block E-2, an approximate distance of 3 81.00 feet to a point; THENCE N. 89°57'29" E. an approximate distance of 426.03 feet to a point; THENCE S. 00°02 '31" E. an approximate distance of 90.00 feet to a point; THENCE N. 89°57'29" E. an approximate distance of 187 .88 feet to a point; THENCE N. 00°02'31" W. an approximate distance of90.00 feet to a point; THENCE N. 89°S7'29" E. an approximate distance of 275.00 feet to a point; THENCE N. 00°02'31" W. an approximate distance of 300.00 feet to a point; THENCE N. 89°57'29" E. an approximate distance of 90.00 feet to a point; THENCE N. 00°02'3 l" W. an approximate distance of 19.00 feet to a point; TIIENCE N. 89°57'29" E. an approximate distance of 184.00 feet to a point; THENCE N. 00°02'31" W. an approximate distance of 135.00 feet to a point; THENCE S. 89°57'29" W. an approximate distance of 184.00 feet to a point; THENCE N. 00°02'3 l" W. an approximate distance of28.00 feet to a point; THENCE S. 89°57'29" W. an approximate distance of90.00 feet to a point; THENCE N. 00°02 '31" W. an approximate distance of 445.00 feet to a point in the North line of said Section 23, Block E-2; THENCE N. 89°57'29" E., along the North line of said Section 23, Block E-2, an approximate distance of 3447.55 feet to the Point of Beginning. Bearings relative to HRA Lubbock County Coordinate System, derived from NAD 83, CORS 96, Epoch 2002.0000. Lambert grid at surface. Grid Origin: 33°23 '00# N, 101 °49'14n W False Northing: 0.00 U.S. Survey Feet False Easting: 80,000 U.S. Survey Feet LUB!00/58000 Reso\111ion Approving Creation of PID -Lubbock 2007 _ A-2 ) ""\ Parallel l : 33°45114.17" N Parallel 2: 33°27'42.83" N Ellipsoid data: (modified GRS 80) Semi•Major Axis: 6379088m Semi-Minor Axis: 6357700.125617m 1/f: 298.2572220955 PREPARED TO ESTABLISH JURISDICTIONAL LIMITS ONLY. DOES NOT REPRESENT AN ACTUAL SURVEY. LUB200/S8000 Resolution Approving Creation of PID • Lubbock 2007 _ A-3 "') ) j EXHIBITS B AND C AVAILABLE UNDER SEP ARA TE TABS • ) J i AGREEMENT FOR ADMINISTRATIVE SERVICES THIS AGREEMENT is made as of the last date shown below by and between MuniCap, Inc. (the "Administrator"), and the City of Lubbock, Texas ("City"). WHEREAS, the City anticipates the issuance of bonds for the Vintage Township Public Improvement District (the "Vintage PID") created by the City; and WHEREAS, upon issuance and sale of the bonds, the City will need specialized services related to the administration of the Vintage PID, as more fully set forth in this Agreement; and WHEREAS, Administrator has expertise to provide those specialized services; NOW, THEREFORE, 1n consideration of the mutual promises and covenants contained in this Agreement, and for good and valuable consideration, the Administrator and the City agree as follows: 1. Following signature by both parties, this Agreement shall become effective on issuance of the bonds. Capitalized terms not otherwise defined herein shall have the meaning given thereto in the Indenture of Trust relating to the Vintage Township Public Improvement District Special Assessment Revenue Bonds (City of Lubbock), Series 2008A and Series 2008B. 2. A. Administrator shall provide financial and administrative services to the City related to the administration of the Vintage PID as described in Exhibit A, which is attached and incorporated by reference. B. Administrator will supply all tools and means necessary to the performance of those services and production of those work products described in Exhibit A. C. As a part of the work and services to be perfonned, Administrator shall furnish intermediate reports to the City from time to time, when requested, in such form and number as may be required by the City, and shall make such final reports as may be required by the City concerning the work and services performed. D. Should any errors caused by Administrator be found in any services or work products, Administrator will correct those errors, and if the errors are in final services or products, make such corrections at no additional charge, by revising the services and work products as necessary to eliminate the errors. E. The work and services shall be performed personally by Administrator and no other person or corporation shall be engaged for the work or services by Administrator, except upon the written approval of the City, provided, however, that this provision shall not apply to arbitrage rebate calculations, secretarial, clerical, and similar incidental services needed by Administrator. 3. Administrator's compensation for these services shall be as provided for in Page 1 ..., ""'I i Exhibit B attached and incorporated by reference. 4. The City shall provide access to all documents reasonably necessary to the performance of Administrator's duties under this Agreement. All such documents shall remain the property of the City. Except as may be necessary for performance of this Agreement, and to the extent not generally known as available to the public, the Administrator shall not use or disclose information concerning the City without prior written consent of the City. 5. Administrator may not disclose information relating to the work and services performed under this Agreement to any person not entitled to receive it. 6. In performance of work and services under this Agreement, Administrator shall act solely as an independent contractor, and nothing contained or implied in this Agreement shall at any time to so construed as to create the relationship of employer and employee, partnership, principal and agent, or joint venturers as between the City and Administrator. 7. This agreement shall terminate on repayment of the bonds. This Agreement may be canceled upon the completion of the services for any tax year with or without cause effective on 60 days notice. 8. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail and shall be effective upon confirmation of receipt. Mailed notices shall be addressed to the parties at the addresses appearing below, or such other address as given by written notice from one party to the other. To Administrator: Keenan Rice MuniCap, Inc. 6760 Alexander Bell Drive, Suite 220 Columbia, MD 21046 To City: City of Lubbock 1325 16th Street Lubbock, TX 79457 Attn: City Manager 9. This Agreement, including the Exhibits, supersedes any and all agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have b_een made by any party, or anyone acting on behalf of any party, which are not embodied in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement (including any modification to an exhibit) will be effective if it is in writing and signed by the parties to this Page2 ..., J ) Agreement. 10. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision of this Agreement. 11. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Page3 1 Executed by the Administrator this...,5~ day of '1TJ~, 2008: :::v~ Keenan S. Rice President Executed by the City this day of ____ • 2008: j ) ") Signature Page for Administrator Agreement Executed by the Administrator this ___ day of ___ _ MuniCap, Inc. BY: Executed by the City this ~day of~ , 2008: Cily ofLubb~ BY: ---"".zt ~~>-o1111..,.,-.~~--- Mayor Signature Page for Administrator Agreement j j ' Exhibit A Administration Services Scope of Services Administrator shall provide services to the City of Lubbock for the Vintage PID in accordance with this scope of services. There are five sections to this scope of services relating to five general types of administration services provided. These five sections are as follows: (i) administrative support services related to the special assessments, (ii) delinquency managemen~ (iii) prepayment of special assessments, (iv) arbitrage rebate, and (v) continuing disclosure. The specific services to be provided by Administrator are as follows: I. ADMINISTRATIVE SERVICES RELATED TO THE SPECIAL AsSESSMENTS Administrative and management support services are those seivices associated with the annual determination of the special assessments to be collected from the property subject thereto, updating the service and assessment plan and the special assessment roll, management of bond funds and accounts, and providing public information. A. Calculate and Allocate the Annual Installment This task entails determining the Annual Installment to be collected from each parcel and includes the following sub-tasks: 1. Background Research This task involves gathering and organizing the infonnation required to form a database necessary to calculate and to allocate the Annual Installment and includes the following: a. Subdivision Research: Identify parcel subdivisions and any other information relevant to the collection of the Annual Installments. b. c. Assessor's Parcel Research: Upon publication of property tax roll, review assessor parcel maps to compile a list of the assessor's parcels that will be valid for the collection of the Annual Installments and determine the assessed value of each parcel. Ownership/Exempt Property Research: Research changes in ownership and dedication and offers of dedication of property to public agencies and other exempt uses. Identify date property conveyed or offered to exempt entities. d. Database Management: Prepare database to include all relevant property characteristics for the parcels in the Vintage PID. 2. Calculate the Annual Installment to be Collected Page5 0 0 ) This task involves calculating the Annual Installment to be collected and includes the following sub-tasks: a. Preparation of Budget: Prepare a budget for the Vintage PIO for the subsequent fiscal year. b. Calculate Other Funds Available: Calculate other funds available, such as reserve fund income and capitalized interest to be applied to the budget. c. Allocate Annual Assessment to the Assessed Parcels: Allocate the Annual Installment to be collected to the Assessed Parcels in the District on the basis of the Rate and Method of Apportionment of Special Assessments. 3. Determine Amendments to the Annual Assessment Roll This task involves determining the amendments to the Annual Assessment Roll and making those amendments pursuant to the Rate and Method of Apportionment of Special Assessments. 4. Revise Assessment Plan This task involves updating the assessment plan to explain the research, methodology and assumptions utilized in preparation of the budget, the Annual Installment to the collected, the allocation of the Annual Installment to be collected from the Assessed Parcels, and the amendments to the Annual Assessment Roll. 5. Support Services Related to Billing of Annual Installments a. Present Findings to the City: The updated assessment plan prepared by the Administrator will be provided to the City for its approval. b. Provide Assessment Roll to County: The Administrator shall assist the City with its required notification to the County of the amount of the Annual Installments to be collected each year. c. Supplemental Billing: The Administrator shall assist the County or City with any supplemental billing that should be necessary. B. Administration of Bond Funds This task involves the review and reconciliation of the account statements for funds and accounts maintained by the Trustee. The accounts and transactions are checked for accuracy and consistency with the Indenture. C. Public Information Signature Page for Administrator Agreement 0 D ) This task involves responding to telephone calls from property owners and other interested parties who have questions regarding the special assessments. These calls may be related to a tax bill or an inquiry related to the purchase or sale of property subject to the special assessments. Toe Administrator shall provide a toll-free phone number for property owners to call with questions. Additionally, this number may be given to people who call the City or County to obtain information about the special assessments. D. Administrative Review At the request of the City, the Administrator shall review any notice from a property owner alleging an error in the calculation of any matters related to the Annual Assessment Roll, and if necessary, meet with the property owner, consider oral and written evidence regarding the alleged error and decide whether, in fact, such a calculation error occurred, and take other corrective action as required to correct the error. Il. DELINQUENCY MANAGEMENT These services are provided only if special assessments are levied and there are delinquencies in the payment of special assessments. A. Delinquent Special Assessment Report After the end the collection period, the Administrator will prepare a report which lists each parcel delinquent in the payment of the Annual Installment and the corresponding amount of delinquency, plus penalties. B. Delinquency Follow-up The Administrator will keep Trustee and City infonned of special circumstances that come to the attention of the Administrator, such as bankruptcies and foreclosures. III. PREPAYMENT OF SPECIAL AsSESSMENTS Administrator shall coordinate the prepayment of special assessments with the City, trustee, property owners, and title companies. This coordination shall include calculation of the amount due to prepay the special assessment and transmittal of a letter with the prepayment amount, prepayment instructions, and the recordable form of the special assessment lien release to the title company or other such steps as required by the Indenture and related documents. IV. ARBITRAGE REBATE SERVICES Arbitrage rebate services encompasses those activities associated with computing the rebate liability (if any) related to the Bonds. The computations will be prepared as described in Section 148 (f) (2) of the Internal Revenue Code of 1986, as amended. Administrator shall coordinate the arbitrage rebate requirements of the bonds, including the following: Page7 0 J ) j A. Background Research This task involves the review of documents, including the Indenture, non-arbitrage certificate, IRS fonn 8038-G, trustee fund/account statements, and prior rebate reports, and consultations with bond counsel or special counsel, as needed. The funds subject to arbitrage rebate and any available exceptions will be identified. The flow of funds in the accounts with the trustee will be identified as necessary to perform the arbitrage rebate calculations. B. Calculation of Bond Yield This task involves preparation of a debt service table and an independent calculation of the yield on each issue. The resulting yields will be verified with those stated on the non- arbitrage certificates. C. Calculation of Rebate Liability This task involves computation of the allowable arbitrage earnings and comparison of the results to the actual investment earnings for each issue. D. Preparation of Rebate Report This task involves the preparation of a written report containing the findings of the financial analysis and an explanation of the underlying methodology followed to compute the rebate liability for each issue. In addition to identifying any arbitrage liability, each report contains a separate investment yield comparison and analysis for each fund. Standard features also include the following items as defined by U.S. Treasury Regulations: Explanation of calculation methodology Overview of applicable rebate requirements and treasury regulations Summary of all pertinent dates Identification of major assumptions Review of sources and uses of funds Bond yield calculation Investment yield by fund with comparison to bond yield Rebate liability by fund Aggregate liability for the issue E. Rebate Liability Discharge This task involves coordination of the filing of IRS Form 8038-T and providing instructions for installment payments as necessary. F. Assistance with IRS Inquiries This task involves providing assistance in the event of an IRS inquiry related to any Signature Page for Administrator Agreement n "'\ Vintage PID bond issue and includes providing supporting documentation used to prepare the calculations and explanation of the calculations in a meeting with the IRS, if necessary. These services are provided on a time and material basis and are not included in the base fee. V. CONTINUING DISCLOSURE SERVICES Continuing Disclosure/ Annual Report Preparation 1. Annual Report Preparation The Administrator will prepare an annual report as required by the continuing disclosure agreements. 2. Developer Quarterly Reports The Administrator will request from the developer the reports due each quarter and disseminate these reports pursuant to the developer disclosure agreement. 3. Significant Event Notices Upon notification by any responsible party or if Administrator independently becomes aware of such knowledge, Administrator will prepare notices of material events, if material, covering the events enumerated in the disclosure agreements. 4. Dissemination The Administrator will disseminate the annual reports, quarterly reports from the Developer, and notices of significant events to each of the nationally recognized municipal information repositories (NRMSIR) or to the Municipal Securities Rulemaking Board (MSRB), and the appropriate state information repository (SID) in a timely manner. The Administrator shall also disseminate information to bond holders requesting information as provided for the in the continuing disclosure agreements. Page9 0 ExhibitB Administration Services Fee Schedule I. ADMINISTRATIVE SERVICES RELATED TO THE SPECIAL AsSESSMENTS Administrative services, as set forth in Section I of Exhibit A, shall be provided on a time and material basis with annual estimated costs of$12,000 to $14,000, plus an estimate of $2,000 to $4,000 for one-time initial set up costs. These costs should be less once the development is complete. Titls estimate includes attendance at an annual meeting of the City to review the update of the annual assessment plan. Fees shall be billed based on the number of hours worked at Administrator's hourly fee rates. II. DELINQUENCVMANAGEMENT Services related to delinquency management, as set forth in Section II of Exhibit A, are provided on an as needed basis at the request of the City and are billed for based on the hours actually worked at the rates shown in the fee schedule below and the expenses actually incurred. III. PREPAYMENTS OF SPECIAL ASSESSMENTS Services related to prepayment of special assessments, as set forth in Section III of Exhibit A, are billed directly to the party requesting the prepayment and paid from prepayment proceeds. IV. ARBITRAGE REBATE SERVICES Annual arbitrage rebate is provided for a cost of$1,250 per year plus an initial setup fee of $500. Calculations provided each five years in-lieu of annual calculations are provided for a cost of $4,000 plus an initial setup fee of $500. V. CONTINUING DISCLOSURE SERVICES The costs of preparing the annual report and dissemination are provided on a time and material basis and are included. in the estimates described above. REIMBURSABLE ExPENSF.S Out of pocket expenses are billed at actual costs without any mark up. Administrator shall check with the City and receive approval before incurring any expense in excess of $100. The fees provided for herein will be increased from time to time to reflect increased costs of labor and providing services. Signature Page for Administrator Agreement 0 0 J '.) B. Additional Work Services or meetings not included in the scope of work are identified as additional work and shall be billed at Administrator's prevailing hourly rates, which currently are as follows: ~~--=·--,91 ._· i3 · . -J.!mn•~ -.. · -, · .. ~--=-·~ o~lvS .... -~ President $225 Vice President 175 Manager 150 Senior Associate 135 Associate 120 Administrator's hourly rates shall be adjusted from time to time to reflect increased costs of labor and providing services. Administrator shall not provide additional work without City's prior authorization. Administrator shall send an invoice to City each month showing the work performed, the person performing the work, the date the work was performed, and the hourly rates for the work. The invoice shall be accompanied by a certificate to the trustee to be signed by the City instructing the trustee to pay the invoice. Within thirty days of receiving the invoice, the City shall forward each correctly billed invoice to the trustee with a signed certificate instructing the trustee to pay the invoice. Administrator's invoices shall be paid solely from available funds of the Vintage PID. Page 11 ... ) Economics Research Associates Consent Letter TO: Vintage Township Public Facilities Corporation Stellar Land Company, Ltd., a.k.a. Stellar Development Company FROM: Economics Research Associates RE: Vintage Township Public Facilities Corporation Special Revenue Bonds Series 2008A and 20088 DATE: April ~, 2008 Subject to the terms and conditions set forth below, Economics Research Associates (ERA) consents to the use in the Limited Offering Memorandum of the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B. ("the Offering") to be issued by Vintage Township Public Facilities Corporation ("Issuer") as follows: (a) The use of the name of"ERA" or "Economics Research Associates", the statements made with respect to ERA and references to the study of ERA of November 15, 2007 "Vintage Township Market Analysis" (the "Study") prepared for and at the request of Stellar Land Company, Ltd., a.k.a. Stellar Development Company ("Stellar"), as follows: • The reference to Economics Research Associates under the heading of Security and Sources of Payment from the Bonds -Market Study. • The reference to Economics Research Associates under the heading Risk Factors -Market Study. • Engineers and Analyst -reference to Appendix E -Market Study. • Appendix E-Market Study. (b) The following statement shall be included in the Limited Offering Memorandum after the first introduction of ERA: "In conducting its analyses and preparing its Study, Economics Research Associates (ERA) has served solely in the capacity of consultant and has not rendered any expert opinion to Stellar Land Company, Ltd., a.k.a. Stellar Development Company, Vintage Township Public Facilities Corporation, Bank of America Securities, LLC, or any other person or entity, and has not and does not hold itself out as an expert (as that term is defined in Section 11 of the Securities Act of 1933) in the subject matters covered by the Study." (c) The Study shall be included in its entirety, including ERA's General Limiting Conditions, as an appendix to the Limited Offering Memorandum. References to and/or 10990 Wilshire Boulevard, Suite 1 500, Los Angeles, CA 90024 310.477.9585 FAX 310.478.1 950 www.econres.com Los Angeles San Francisco San Diego Chicago Washington DC New York London J .., Economics Research Associates Consent Letter Vintage Township Public Facilities Corporation April ~. 2008 Page 2 of5 inclusion of any particular excerpt(s) of the Study in the Limited Offering Memorandum require ERA's prior express, written consent. (d) The revisions, attached hereto as "Exhibit A", shall be made to the Limited Offering Memorandum. This consent is limited by, and its continued validity is expressly conditioned upon, the following terms and conditions: (i) This consent does not extend to any portion of the Offering or Limited Offering Memorandum not expressly mentioned herein; any amendment, supplement, exhibit or appendix thereto (but with respect to any of which a separate consent of the undersigned may be requested and, with proper and timely notice to the undersigned, may be issued by ERA in its sole and absolute discretion). (ii) No individual employee or representative of ERA shall be named or otherwise personally identified in the Offering or Limited Offering Memorandum. (iii) Issuer shall cause copies of every subsequent draft of the Limited Offering Memorandum, a copy of the Limited Offering Memorandum, and any other material related to the Offering in which the name or any reference to ERA appears or in which the study or any excerpt, references or summary of it is disclosed or reprinted to be sent promptly to the undersigned, attention: Patrick Phillips, and to our counsel, Gilda Malek; (iv) Issuer and its agents and representatives shall cooperate with all reasonable requests made by ERA in connection with the subject matter of this consent; (v) Stellar shall indemnify, defend and hold harmless ERA and each of its directors, officers, employees, agents, representatives, affiliated and parent companies, and persons who control ERA within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages, expenses and liabilities (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), both joint and several, including attorneys' fees and costs, to which it or any of them may become subject, including, but not limited to, (I) any losses, claims, damages, expenses, and liabilities resulting from or related to the inclusion of the Study in the Limited Offering Memorandum, and/or (2) any losses, claims, damages, expenses and liabilities arising under federal, state and ) .., ' Economics Research Associates Consent Letter Vintage Township Public Facilities Corporation April ~. 2008 Page 3 of5 (vi) local securities laws or regulations promulgated under any of them, any other statute, at common law or otherwise, insofar as such losses, claims, damages, expenses and/or liabilities arise out of or are based, directly or indirectly, in whole or in part, upon the performance of services rendered for Stellar, including without limitation, any statement or omission at any point in the Offering or in the Limited Offering Memorandum. Any disputes between or among ERA, Issuer and/or Stellar, including but not limited to any matter related to or arising from the Offering, the Limited Offering Memorandum and/or the Study and interpretation of the parties' respective rights and obligations pursuant to subparagraphs (v) and (vi) above, shall be subject to the laws of the State of New York without regard to the principles of conflict oflaws. Notwithstanding the foregoing, the rights and duties oflssuer solely with regard to Issuer's obligations in the Offering shall be construed under the laws of the State of Texas. (vii) ERA and Stellar hereby acknowledge and agree that the courts of the State of New York shall have exclusive jurisdiction over ERA and Stellar regarding any and all matters in any way related to or arising from the Offering, the Limited Offering Memorandum, the Study and/or the parties' respective rights, duties and/or obligations related thereto or arising thereunder. (viii) Issuer and Stellar or their respective duly authorized agents or representatives shall indicate in the appropriate spaces below each party's acceptance of, and agreement with, the terms hereof and each respective party's acknowledgement of the limitations of the extent of this consent and shall promptly forward to ERA and its counsel (at their respective addresses indicated hereinabove) manually-signed copies of this consent so acknowledged by Issuer, Stellar or their respective duly authorized agents or representatives; and (ix) Issuer, Stellar and their respective agents and representatives shall in fact adhere on an ongoing basis to all of the terms and conditions hereof. (x) This consent is strictly and solely limited to incl us ion of the Study in the Offering as stated herein. ERA prohibits any use of the name "ERA" or "Economics Research Associates", any statements made with respect to ERA and/or any references to the Study in any public or any other private offering . ..., ) Economics Research Associates Consent Letter Vintage Township Public Facilities Corporation April --\ , 2008 Page 4 of5 (xi) The Study has been prepared for Stellar and is not to be relied upon for any purpose by any other person or entity. Inclusion of the Study in the Limited Offering Memorandum is strictly for informational purposes. Very truly yours, ECONOMICS RESEARCH ASSOCIATES ~~·~ By:--1-C------'-1/-----.-1---- Title: President and Chief Executive Officer (Remainder of page intentionally left blank.) ') Economics Research Associates Consent Letter Vintage Township Public Facilities Corporation April '\, 2008 Page 5 of5 THE FOREGOING TERMS AND CONDITIONS ARE ACCEPTED AND AGREED TO AND THE LIMITATIONS OF THE EXTENT OF THIS CONSENT ARE HEREBY ACKNOWLEDGED. FURTHER, THE UNDERSIGNED IS AN AUTHORIZED REPRESENTATIVE OF ISSUER AND HAS THE POWER AND AUTHORITY TO BIND ISSUER TO THE FOREGOING TERMS AND CONDITIONS: Vintage Township Public Facilities Corporation THE FOREGOING TERMS AND CONDITIONS ARE ACCEPTED AND AGREED TO AND THE LIMITATIONS OF THE EXTENT OF THIS CONSENT ARE HEREBY ACKNOWLEDGED. FURTHER, THE UNDERSIGNED IS AN AUTHORIZED REPRESENTATIVE OF STELLAR AND HAS THE POWER AND AUTHORITY TO BIND STELLAR TO THE FOREGOING TERMS AND CONDITIONS: Stellar Land Company, Ltd., a.k.a. Stellar Development Company ) 'llbls: ~r 4f ~ Jll'~inl ao, "1a.'I. 1 ~ •. 2<ld8 ''iiy'r,.uer 111· -~r of'th• l'leml'llciary fonblf:iactotmt ilf.-Appll'n'M,; 11lil ~r'!l'n' mlntfflf.fd11\'ifr ~~st1')no.v,.: ' .. EN~~ 3-BlllUa, NEW 'm.Rll 'fflll$l"~,.•""-. -. -. b--~ ..,_., '1iti;11,~ '?~l!fiti-fMUe. ·. ,:c,vaii.nt:-~ s~.t.1 ~*lnllH~ l\'lireu~ Domill'; ,,..,. .. H ZOOS-A. ~~,. r~) -· PTep&Y,ment. ~•auv;e ~t , ~In lfTY&n E.r.ell!t~ fl<IM IDLU.lltt< "ftlta~ "21N 18$UEB~ lUUNSCAtFJW. MIQ1e ~O·tllllV~- 1:ubb~ TeW 'JMIS 1..l.1:'l1tEli: J:lF :climn'. fQq* ffl.llbtltha1 'UJ'~ :rrt-voubfe Sl'6_ll.6.iiy llftetd'\?ldi\ ~ 1if ~ft) ltr11vQT ;SJ! S:an'1i'elary 11).-~ ,i:,,olll'lt 11)dlcated above. !erief\~iy ~if 4M, QR Md.•ffer of~ -wlth'a?bfttDt Dra'ftl,i1f ,I.NI l\'Tllicf.lnum. number ot dr~ bl ~bn cmol. .&ch llr•~ ~J[ ti,·-~~-951 b9mfl' ·af e..n,fl'olaty aflcl' .ba rnalfcerl ·~ 'Olfd'et Pllilr'IJC'aplter Bllrlt':C.cal,·dl.~tlt, nt5-dat.d llaj:11. ~,. ~-mu,tb:ltp-~~:lql;pa"\ ~~~WI'(~ l>ll~Tb1!fOT9' f.11.~ Exp'lh,lJon tme,. ~ j:lre~im~ of •ant Draft :affalf r!Cf~ ffil! .~ lMl'llll~· tlfidiv ~ ~ .,:Qe,cfit fz¥'-tl,t·l!)'hliuffi !If t~ 'drll#. 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DAAWIN"'-• J8i,•tict.rv 1'1)111 be :11.-ltttd mman ,n111t1l)~ llrlVll1t11&<111 "'ta 1At!9r.t cmnt,. '71\"6'11'IIXll'lllln\ llv""-r·« drar11h'gstt8ttmay'b:tffllfd\!,pl\ tftJHm,~tt"'fla.75q, ~art-1nnnu drlft-4m'JN IR•f(!Prt.. _ a,~~. Each~ mofi i.111:c~-rilttl' bf'lhff~a, 1h oda,ln'll m1hw.1>·-m;,11J ~lit :!¢e1ecf: A, Th!f-olf9lhaf tw'tr o\ qt~~-anJ am-.ndm111'11r. IL ~ •l.elft. l!lrt.J'I'. 6!VWfr :bf lleneffi:leiy 'Oft :tDue,. • (f,. '19Jt ~Wih9 otfNJ l'locllmen.11.: TRA~~ !\t!'a~ DOCUMENT, ~ 'l1Qi ~ S .PEFIM.IT:l'eBi 'TRANSFEF& 111 IQ'' t!PEAAT!ON '11 L.11.W oa (11,1 ii. 1llll\D' f!.t,tff¥' ~~-TRANtifll!R ~ ii': ~AL RlffilE&ERTRNI. M E>E~D ~ ft t,OCIJMEffl ~lJOO;D·m ,.,~AW auu..~ 1t em~ ~~-10!'!llf tlR'MO.RE EJOCIJN'ENff'Wfft~!fmWffirffiE;S£NTER'S "~T'f1'Q QMl'fOI 'tNl'IO!Jmt ~~ ~ WOf!:~F'O,A",!tte ORIGl?W. SENEFICT"'!.Y'., (smr •-•rlllth'cf • 11'"1l~t • &:m:-,id ,t,a ®ll\ffl:\iii'Ci116.t\ da.lll'ibecl' 1111xM1, • "®ltd b!i1 ~~fflffllf. at•-thJa.hffllriOf. 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The Depository Trust Company AUlllllllrydlhet>epclllDryTMt•Ol!lrlnl)~ BLANKET ISSUER LE 11 ER OF REPRESENTATIONS [To be 0'A1lpleteCI by Issuer and Co-Jssuer(s), , aPIIIIC&bll-] Vintage Township Public Facilities Corporation Attention: Underwriting Department The Depository Trust Compuy SS Water Street, ISL New York, NY 10041-0099 Ladies and Gentlemen: Apd J 29 1 ZQQR This letter sets forth our understanding with respect to all issues (the "Securiticsj that Issuer shall n,quest to be made eligal>le for deposit by The Depository 1iust C,ompany ("DTCj. Issuer is: [Note: lqug 1ball mnpent PH llHi E/1W oat 4£ otlffr.1 [incorporated in] ~---t ..... b.c:.e .... S;wt .. a,..,r ... e ... a .... £ ....... te ... x .... a .. , ________ __, To induce DTC to accept the Secwities as eligl"ble for deposit at DTC, and to act in accordance with DTC's Rules with respect to the Securities, Issuu ,cpiesents to DTC that issuer will comply with the requirements stated in DTC's Operational Anaugements, as they may be amended from time to time. N$: Schedule A contains statements that DTC believes accunddy describe OTC. Che method of effectiq book~ transfers of securities distributed through OTC, and certain relmd matters. Very truly yolll'S, Paul Stell City of Lubbock Municipal Building (Sen,etAdcms) 1625 13th Street Lubbock :a Lubbock 79401 petell@stellardeyelopment.com 81..0R~ ) ) SCHEDULEA (To Blanket bsller LeUer of R.epresentatiowi) SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BQOK·ENJRX-QNLX ISSJJANCE (Prq.nd., Dl'C--t..deta41lllllerial may tie llplltic:IM:GD!yto Olll1ain .... , l. The Depository Trust C-ompany (''OTC"), New Yott, NY, will act as securities depositozy for the securities (the .. Securities;. The Securities will be issued as fully-fflgistcrcd SCXlUtities registered in the name of C'.ede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of OTC. One fully-registered Security certificate wi11 be issued for [each issue of) die Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate wiD be issued with respect to each SSOO million of principal amowt, and an additional certificate wi11 be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest securities depository, is a limited-purpose trust company c,rpn;zect under the New Ymk. Banking Law, a "banking organimtion" within the meaning of the New Yott Banking Law, a member of the Federal Reserve System, a "'clearing corpon.tion" within the meaning of the New Ymk. Uniform C'.ommercial Code, and a .. clearing agency" registeR,d pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.S million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instrmncnts (from over 100 countries) that DTC's pmticipants ("DiRct Participants'') deposit with OTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other NCmities transactions in deposited securities, through electronic computerized book-ai.try transfus and pledges between Direct Participants' accowits. Thia eliminates the need for physical movement of smnities certificates. Direct Participants include both U.S. and non-U.S. securities broken and dealers, banb, trust companies, clearing corpozations, and certain other organizations. DTC is a wholly-owned mbsidiary of The Depository Trust & Cea.ring Corporation ("DTCC"). DTCC is the holding company for OTC, National Securities Clearing C-orporation and Fixed lnoome Qearing Corporation, all of which are registered clearing ageocia. DTCC is owned by the users of its RgUlated subsidiaries. Access to the DTC system is also available to other& such as both U.S. and non-U.S. securities brokers snd dealers, banks, trust companies, snd clearing coq,orations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("lndin,ct Participants"). DTC bas Standard & Poor's bigbcst rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More infonnation about DTC can be found at www.dtcc.com and www.dtc.org. 3. Purchases of Securities undet the DTC system must be made by or through Direct Participants. wbicb will receive a credit for the Securities on DTC's mxmls. The ownenhip interest of each actual purchaser of each Security ("Beneficial Owner") is in tum to be recorded on the Direct and Indirect Participants• records. Beneficial Owners will not receive writtm confirmation &om DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaciion, as well as periodic: statements of their holdings, &om the Direct or Indiffl:t Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be 8':COmplished by entries made on the boob of Direct and Indirect Participants &<:ting on behalf of Beneficial Owners. Baiefic:ial Owners will not receive certificates aep:aesent:illg their ownerahip interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants wi1h DTC aro registered in the name of DTC's partnership nominee, Cede & Co., or auc:h other name as may be requested by ao authorized representative of OTC. The deposit of Securities with OTC and their tqpStration in the name of Cede & Co. or such other DTC nominee do not effect any c:hange in beneficial ownenlup. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC'a records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responst"ble for keeping account of their holdings on behalf of their customers. BLOROM?5A)B ------------------------- ) SCltmULEA (To Blanket Issuer Letler' ofRepmentations) S. Conveyance of notices and other communications by OTC to Direct Participants, by Direct Partieipants to Indirect Participants, and by Direct Participants and Indirect Participants to 8eneficial Owners will be governed by arrangements among them. subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transurission to them of notices or significant events with respect to the Securities, BllCb u redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascenain that the nominee holding the Securities for their bmefi1 bas agreed to obtain and transmit notices to Beneficial Owners. In the alt«native, Beneficial Owoem may wish to provide their names and addresses to the regis1rar and request that copies of notices be provided directly to them.] [ 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed. DTC'a practice is to dt:termine by lot the amO\Dlt of the interest of each Direct Participant in such issue to be n:dcemed.] 7. Neither OTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accoroance with DTC'a MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer es soon as possible after the R:COrd date. The Omnibus Proxy assigns Cede & Co. 's eonsenting or voting rights to those Direc:t Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omm1ms Proxy). 8. Redemption proc:ceds, d.istn'l,utions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized rqnsentative of DTC. DTC'a practice is to credit Direct Participanta' accounts upon DTC'a m:eipt of fbnda and couesponding detail infonnation f'rom Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Ownm will be governed by standing instnJctions and customary practices. as is the case with securities held for Che accounts of customers in bearer form or iegistered in .. street name," and will be the responsil>ility of such Participant and not of DTC. Agent, or Issuer, subject to any statutory or regulatOJY requirements as may be in efrect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responmDility of Issuer or Agent, disbursement of such payma:its to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responst'bility of Direct and Indirect Participants. [9. A Beneficial Ownec shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Taider/Remmketing) Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC'a records, to [fend«/Remmketing) Agml The requin::ment for physic:al delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book~tiy credit of tendered Securities to ffender/Rc:marketing] Agent's ore account] 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent Under such circwnstances, in the event that a successor depository is not obtained. Security certificates are required to be printed and delivered. t l. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivmd to DTC. 12. The information in this section concerning DTC and DTC's book-enay S)'Btem has been obtained from souroes that Issuer believes to be reliable, but Issuer takes no Jal)ODS1'bility for the accuncy thereof. BLOR ~ ) ) AUTHENTICATION, SIGNATURE IDENTIFICATION AND AUTHORITY CERTIFICATE OF TRUSTEE The undersigned, a duly elected and acting officer of The Bank of New York Trust Company, N .A., a national banking association, serving as Trustee under that certain Indenture of Trust dated as of May 1, 2008, between the City of Lubbock, Texas (the Issuer) and the Trustee (the Indenture) with respect to the Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (the Bonds), hereby certifies as follows: 1. The Trustee is a national banking association duly organized and in good standing under the laws of the United States of America, is authorized to carry out cmpora.te trust powers, and has all necessary authority to enter into and perform its duties under the fudenture and the other Trustee Documents. 2. The Trustee has duly accepted its appointment as Trustee under the Indenture, and has all necessary power and authority to accept the trusts granted under the Indenture and to perfonn its duties under the other documents executed by the Trustee in connection with the Bonds ( collectively, the Trustee Documents), and has duly authorized, executed and delivered the Trustee Documents. 3. No consent, approval, authorization or order of, or filing, registration or declaration with, any court or governmental agency or body is required on behalf of the Trustee for the execution and delivery by the Trustee of the Trustee Documents or the performance by the Trustee of its obligations thereunder. 4. The officers designated below were, at the time of the execution and delivery of the Bonds, and are, as of the date hereof, duly elected or appointed, qualified and acting officers of the Trustee holding the offices indicated below, and were, at the time of said acts and are as of the date hereof, duly authorized to perform said acts, to authenticate the Bonds, and to sign, aclmowledge and deliver, in the name and on behalf of the Trustee and under its corporate seal or otherwise, the Trustee Documents and all other instruments necessary or proper in connection with the exercise of the fiduciary powers of the Trustee under the Indenture and the issuance, authentication, and deliver of the Bonds, and said officers designated below are duly authorized to affix said corporate seal to such instruments and to attest the same: AUTHENTICATION AND SIGNATURE IDENTIFICATION CERTIFICATE OF TRUSTEE Page 1 ) ) Signature Rick Adler Assistant Treasurer Kathleen A. McQuiston Vice President 5. Attached hereto as Exhibit A are true and correct copies of certain bylaws or resolutions of the Trustee evidencing the authority of the officers listed above to execute and deliver the Indenture, the Trustee Documents and to authenticate the Bonds, which bylaws or resolutions were in effect on the date of execution and authentication. 6. The Attorney General of the State of Texas is hereby authorized to date this Certificate on and as of the date of his approval of the Bonds, and this Certificate and the matters herein certified shall be deemed for all purposes to be true, accurate and correct on and as of said date, and on and as of the Closing Date, unless the Trustee through an authorized officer shall notify the Attorney General, the Issuer and the Underwriter in writing to the contrary prior to either of such dates. IN WITNESS WHEREOF, the upq,srjigned has caused this instrument to be executed in its name by a duly authorized officer this ~ day of May, 2008. THE BANK OF NEW YORK TRUST CO:MP ANY, N. By:_~b~~~~~::J:_ __ Name: Chari Title:. H:\BFM\BONY -368\Lubbock PID 2008-150\Authen Cert.City.vi.doc AUTHENTICATION AND SIGNATURE IDENTIFICATION CERTIFICATE OF TRUSTEE Page2 ) THE BANK OF NEW YORK TRUST COMPANY, N.A. I, the undersigned, Barbara J. Parrish, Assistant Secretary of The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States (the "Association'') and located in the State of California, with a trust office located at 2001 Bryan Street, ) Dallas, Texas, DO HEREBY CERTIFY that the following individuals are duly appointed and qualified Officers of the Association: ) ) Officer Deborah A. Bennett Tamara K. Ellis Bryan Griffin Charles Hicks Kathleen A. McQuiston Cathleen M. Sokolowski Michelle L. Baldwin Patricia D. Blue Maryanna Manchee Rick M. Adler Rosalyn Y. Davis Marion W. Foster Christopher A. Jones Elizabeth Power Deirdre A. Steven Shannon Straty Title Vice President Vice President Vice President Vice President & Assistant Secretary Vice President Vice President Assistant Vice President Assistant Vice President Assistant Vice President Assistant Treasurer Assistant Treasurer Assistant Treasurer Assistant Treasurer Assistant Treasurer Assistant Treasurer Assistant Treasurer Signing Authority A,C2,J A, Cl, J A, C2, J A, C2,J A, C2,J A, C2,J A, C3,J A,C2,J A, C3, J A, C3, J A, C3, J C3 A, C3,J A, C3,J A, C3,J A, C3, J I further certify that as of this date they have been authorized to sign on behalf of the Association in discharging or performing their duties in accordance with the senior and limited signing powers provided under Article V, Sections 5.2 and 5.3 of the By-Laws of the Association and the paragraphs indicated above of the signing authority resolution of the Board of Directors of the A~tion. Attached hereto are true and correct copies of excerpts of the By-Laws of the Association and the signing authority resolution, which have not been amended or revised since January 20, 2005 and are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The Bank of New 1 York Trust Company, N.A. this 2nd day of April 2008. &a:kA-2~ ·Barbara J. Parrish,~tant Secretary ) '\ "I ., Extracts from By-Laws Of The Bank of New York Trust Company, N.A. As Amended Through January 20, 2005 ARTICLEV SIGNING AUTHORITIES Section 5.1 Real Property. Real property owned by the Association in its own right shall not be deeded, conveyed, mortgaged, assigned or transferred except when duly authorized by a resolution of the Board. The Board may from time-to•time authorize officers to deed, convey, mortgage, assign or transfer real property owned by the Association in its own right with such maximum values as the Board may fix in its authorizing resolution. Section 5.2. Senior Signing Powers. Subject to the exception provided in Section 5.1, the President and any Executive Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Association in all transactions arising out of, or in connection with, the normal course of the Association's business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Association thereto. In such instances as in the judgment of the President, or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any officer of the Association authorized in or pursuant to Section 5.3 to have any of the powers set forth therein, other than the officer signing pursuant to this Section 5.2, is authorized to attest to the seal of the Association on any documents requiring such seal. Section 5.3. Limited Signing Powers. Subject to the exception provided in Section 5.1, in such instances as in the judgment of the President or any Executive Vice President, may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer, employee or individual to have the limited signing powers or limited power to affix the seal of the Association to specified classes of documents set forth in a resolution of the Board applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function. Section 5.4. Powers of Attorney. All powers of attorney on behalf of the Association shall be executed by any officer of the Association jointly with the President, any Executive Vice President, or any Managing Director, provided that the execution by such Managing Director of said Power of Attorney shall be applicable only to the performance or discharge of the duties of said officer within his or her particular division or function. Any such power of attorney may, however, be executed by any officer or officers or person or persons who may be specifically authorized to execute the same by the Board of Directors. Section 5.5. Auditor. The Auditor or any officer designated by the Auditor is authorized to certify in the name of, or on behalf of the Association, in its own right or in a fiduciary or representative capacity, as to the accuracy and completeness of any account, schedule of assets, or other document, instrument or paper requiring such certification. ) .., ) ") SIGNING AUTHORITY RESOLUTION Pursuant to Article V, Section 5.3 of the By-Laws RESOLVED that, pursuant to Section 5.3 of the By-Laws of the Association, authority be, and hereby is, granted to the President or any Executive Vice President, in such instances as in the judgment of any one of said officers may be proper and desirable, to authorize in writing from time-to- time any other officer, employee or individual to have the limited signing authority set forth in any one or more of the following paragraphs applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function: (A) All signing authority set forth in paragraphs (B) through (I) below except Level C which must be specifically designated. (Bl) Individuals authorized to accept, endorse, execute or sign any bill receivable; certification; contract, document or other instrument evidencing, embodying a commitment with respect to, or reflecting the terms or conditions of, a loan or an extension of credit by the Association; note; and document, instrument or paper of any type, including stock and bond powers, required for purchasing, selling, transferring, exchanging or otherwise disposing of or dealing in foreign currency, derivatives or any form of securities, including options and futures thereon; in each case in transactions arising out of, or in connection with, the normal course of the Association's business. (B2) Individuals authorized to endorse, execute or sign any certification; disclosure notice required by law; document, instrument or paper of any type required for judicial, regulatory or administrative proceedings or filings; and legal opinions. (Cl) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $100,000,000 with single authorization for all transactions. (C2) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $100,000,000*. (C3) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $100,000,000. (C4) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check ) ) .., ) certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $10,000,000. (C5) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check: draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000,000. (C6) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $1,000,009 . (C7) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $250,000. (CS) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $50,000. (C9) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000. *Dual authorization is required by any combination of senior officer and/or Sector Head approved designee for non-exempt transactions. Single authorization required for exempt transactions. (Dl) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $1,000,000. (D2) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $250,000. (D3) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $50,000. (D4) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $5,000. (E) Authority to accept, endorse, execute or sign any guarantee of signature to assignments of stocks, bonds or other instruments; certification required for transfers and deliveries of stocks, bonds or other instruments; and document, ..., .., instrument or paper of any type required in connection with any Individual Retirement Account or Keogh Plan or similar plan. (F) Authority to accept, endorse, execute or sign any certificate of authentication as bond, unit investment trust or debenture trustee and on behalf of the Association as registrar and transfer agent. (G) Authority to accept, endorse, execute or sign any bankers acceptance; letter of credit; and bill of lading. (H) Authority to accept, endorse, execute or sign any document, instrument or paper of any type required in connection with the ownership, management or transfer of real or personal property held by the Association in trust or in connection with any transaction with respect to which the Association is acting in any fiduciary, representative or agency capacity, including the acceptance of such fiduciary, representative or agency account. (11) Authority to effect the external movement of free delivery of securities and internal transfers resulting in changes of beneficial ownership. (12) Authority to effect the movement of securities versus payment at market or contract value. (J) Authority to either sign on behalf of the Association or to affix the seal of the Association to any of the following classes of documents: Trust Indentures, Escrow Agreements, Pooling and Servicing Agreements, Collateral Agency Agreements, Custody Agreements, Trustee's Deeds, Executor's Deeds, Personal Representative's Deeds, Other Real Estate Deeds for property not owned by the Association in its own right, Corporate Resolutions, Mortgage Satisfactions, Mortgage Assignments, Trust Agreements, Loan Agreements, Trust and Estate Accountings, Probate Petitions, responsive pleadings in litigated matters and Petitions in Probate Court with respect to Accountings, Contracts for_ providing customers with Association products or services. (N) Individuals authorized to accept, endorse, execute or sign internal transactions only, (i.e., general ledger tickets); does not include the authority to authorize external money movements, internal money movements or internal free deliveries that result in changes of beneficial ownership. RESOLVED, that any signing authority granted pursuant to this resolution may be rescinded by the President or any Executive Vice President and such signing authority shall terminate without the necessity of any further action when the person having such authority leaves the employ of the Association . No Text ) ) ) AUTHENTICATION, SIGNATURE IDENTIFICATION AND AUTHORITY CERTIFICATE OF TRUSTEE The undersigned, a duly elected and acting officer of The Bank ofNew York Trust Company, N .A., a national banking association, serving as Trustee under that certain Indenture of Trust dated as of May 1, 2008, between the Vintage Township Public Facilities Corporation (the Issuer) and the Trustee (the Indenture) with respect to the Vintage Township Public Facilities Corporation Special Revenue Bonds, Series 2008A and Series 2008B (the Bonds), hereby certifies as follows: 1. The Trustee is a national banking association duly organized and in good standing under the laws of the United States of America, is authorized to carry out corporate trust powers, and has all necessary authority to enter into and perform its duties under the Indenture and the other Trustee Documents. 2. The Trustee has duly accepted its appointment as Trustee under the Indenture, and bas all necessary power and authority to accept the trusts granted under the Indenture and to perform its duties under the other documents executed by the Trustee in connection with the Bonds ( collectively, the Trustee Documents), and has duly authorized, executed and delivered the Trustee Documents. 3. No consent, approval, authorization or order of, or filing, registration or declaration with, any court or governmental agency or body is required on behalf of the Trustee for the execution and delivery by the Trustee of the Trustee Docwnents or the performance by the Trustee of its obligations thereunder. 4. The officers designated below were, at the time of the execution and delivery of the Bonds, and are, as of the date hereof, duly elected or appointed, qualified and acting officers of the Trustee holding the offices indicated below, and were, at the time of said acts and are as of the date hereof, duly authorized to perform said acts, to authenticate the Bonds, and to sign, acknowledge and deliver, in the name and on behalf of the Trustee and under its corporate seal or otherwise, the Trustee Documents and all other instruments necessary or proper in connection with the exercise of the fiduciary powers of the Trustee under the Indenture and the issuance, authentication, and deliver of the Bonds, and said officers designated below are duly authorized to affix said corporate seal to such instruments and to attest the same: AUTHENTICATION AND SIGNATURE JDENTJFICATION CERTIFICATE OF TRUSTEE Page 1 '\ ) ) \ Office Signature Rick Adler Assistant Treasurer Kathleen A. McQuiston Vice President 5. Attached hereto as Exhibit A are true and correct copies of certain bylaws or resolutions of the Trustee evidencing the authority of the officers listed above to execute and deliver the Indenture, the Trustee Documents and to authenticate the Bonds, which bylaws or resolutions were in effect on the date of execution and authentication. 6. The Attorney General of the State of Texas is hereby authorized to date this Certificate on and as of the date of his approval of the Bonds, and this Certificate and the matters herein certified shall be deemed for all purposes to be true, accurate and correct on and as of said date, and on and as of the Closing Date, unless the Trustee through an authorized officer shall notify the Attorney General, the Issuer and the Underwriter in writing to the contrary prior to either of such dates. IN WITNESS WHEREOF, the lllj-~j,gned has caused this instrument to be executed in its name by a duly authorized officer this _...;:./~~--Ad~ ay of May, 2008. THE BANK OF NEW YORK TRUST CO:MP ANY, N.A. By: --~pa;;.:;:_;;;;;;iiiiiiiiii::::a;l~~~~!....._-- Name: Title:_ H:\BFM\BONY -368\Lubbock PID 2008-150\Authen Cert.Vintage.vi.doc AUTHENTICATION AND SIGNATURE IDENT1FICATION CERTIFICATE OF TRUSTEE Page2 "'I THE BANK OF NEW YORK TRUST COMPANY, N.A. I, the undersigned, Barbara J. Parrish, Assistant Secretary of The Bank of New York Trust Company, N.A., a national banking association organized under the Jaws of the United States (the "Association") and located in the State of California, with a trust office located at 2001 Bryan Street, ) Dallas, Texas, DO HEREBY CERTIFY that the following individuals are duly appointed and qualified ) 1 ) Officers of the Association: Officer Title Sil!!ing AuthoritI Deborah A. Bennett Vice President A,C2,J Tamara K. Ellis Vice President A, Cl, J Bryan Griffin Vice President A, C2, J Charles Hicks Vice President & Assistant Secretary A, C2,J Kathleen A. McQuiston Vice President A, C2,J Cathleen M. Sokolowski Vice President A, C2,J Michelle L. Baldwin Assistant Vice President A, C3,J Patricia D. Blue Assistant Vice President A, C2,J Maryanna Manchee Assistant Vice President A, C3,J Rick M. Adler Assistant Treasurer A, C3,J Rosalyn Y. Davis Assistant Treasurer A, C3,J Marion W. Foster Assistant Treasurer C3 Christopher A. Jones Assistant Treasurer A,C3, J Elizabeth Power Assistant Treasurer A,C3, J Deirdre A. Steven Assistant Treasurer A,C3,J Shannon Straty Assistant Treasurer A, CJ, J I further certify that as of this date they have been authorized to sign on behalf of the Association in discharging or performing their duties in accordance with the senior and limited signing powers provided under Article V, Sections 5.2 and 5.3 of the By-Laws of the Association and the paragraphs indicated above of the signing authority resolution of the Board of Directors of the Association. Attached hereto are true and correct copies of excerpts of the By-Laws of the Association and the signing authority resolution, which have not been amended or revised since January 20, 200S and are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The Bank of New York Trust Company, N.A. this 2nd day of April 2008. ~~ ~, Assistant Secretary ) Extracts from By-Laws Of The Bank of New York Trust Company, N .A. As Amended Through January 20, 2005 ARTICLEV SIGNING AUTHORITIES Section 5.1 Real Property. Real property owned by the Association in its own right shall not be deeded, conveyed, mortgaged, assigned or transferred except when duly authorized by a resolution of the Board. The Board may from time-to-time authorize officers to deed, convey, mortgage, assign or transfer real property owned by the Association in its own right with such maximum values as the Board may fix in its authorizing resolution. Section 5.2. Senior Signing Powers. Subject to the exception provided in Section 5.1, the President and any Executive Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Association in all transactions arising out of, or in connection with, the normal course of the Association's business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Association thereto. In such instances as in the judgment of the President, or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within bis or her particular division or function. Any officer of the Association authorized in or pursuant to Section 5.3 to have any of the powers set forth therein, other than the officer signing pursuant to this Section 5.2, is authorized to attest to the seal of the Association on any documents requiring such seal. Section 5.3. Limited Signing Powers. Subject to the exception provided in Section 5.1, in such instances as in the judgment of the President or any Executive Vice President, may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer, employee or individual to have the limited signing powers or limited power to affix the seal of the Association to specified classes of documents set forth in a resolution of the Board applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function. Section 5.4. Powers of Attorney. All powers of attorney on behalf of the Association shall be executed by any officer of the Association jointly with the President, any Executive Vice President, or any Managing Director, provided that the execution by such Managing Director of said Power of Attorney shall be applicable only to the performance or discharge of the duties of said officer within his or her particular division or function. Any such power of attorney may, however, be executed by any officer or officers or person or persons who may be specifically authorized to execute the same by the Board of Directors. Section 5.5. Auditor. The Auditor or any officer designated by the Auditor is authorized to certify in the name of, or on behalf of the Association, in its own right or in a fiduciary or representative capacity, as to the accuracy and completeness of any account, schedule of assets, or other document, instrument or paper requiring such certification. "'\ SIGNING AUTHORITY RESOLUTION Pursuant to Article V, Section 5.3 of the By-Laws RESOLVED that, pursuant to Section 5.3 of the By-Laws of the Association, authority be, and hereby is, granted to the President or any Executive Vice President, in such instances as in the judgment of any one of said officers may be proper and desirable, to authorize in writing from time-to- time any other officer, employee or individual to have the limited signing authority set forth in any one or more of the following paragraphs applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function: (A) All signing authority set forth in paragraphs (8) through (I) below except Level C which must be specifically designated. (Bl) Individuals authorized to accept, endorse, execute or sign any bill receivable; certification; contract, document or other instrument evidencing, embodying a commitment with respect to, or reflecting the tenns or conditions of, a loan or an extension of credit by the Association; note; and document, instrument or paper of any type, including stock and bond powers, required for purchasing, selling, transferring, exchanging or otherwise disposing of or dealing in foreign currency, derivatives or any form of securities, including options and futures thereon; in each case in transactions arising out of, or in connection with, the normal course of the Association's business. (B2) Individuals authorized to endorse, execute or sign any certification; disclosure notice required by law; document, instrument or paper of any type required for judicial, regulatory or administrative proceedings or filings; and legal opinions. (Cl) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $100,000,000 with single authorization for all transactions. (C2) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $100,000,000*. (C3) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $100,000,000. (C4) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check ") ) certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $10,000,000. (CS) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000,000. (C6) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $1,000,009. (C7) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $250,000. (CS) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $50,000. (C9) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000. *Dual authorization is required by any combination of senior officer and/or Sector Head approved designee for non-exempt transactions. Single authorization required for exempt transactions. (Dl) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $1,000,000. (D2) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $250,000. (D3) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $50,000. (D4) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $5,000. (E) Authority to accept, endorse, execute or sign any guarantee of signature to assignments of stocks, bonds or other instruments; certification required for transfers and deliveries of stocks, bonds or other instruments; and document, '\ } ) instrument or paper of any type required in connection with any Individual Retirement Account or Keogh Plan or similar plan. (F) Authority to accept, endorse, execute or sign any certificate of authentication as bond, unit investment trust or debenture trustee and on behalf of the Association as registrar and transfer agent. (G) Authority to accept, endorse, execute or sign any bankers acceptance; letter of credit; and bill of lading. (H) Authority to accept, endorse, execute or sign any document, instrument or paper of any type required in connection with the ownership, management or transfer of real or personal property held by the Association in trust or in connection with any transaction with respect to which the Association is acting in any fiduciary, representative or agency capacity, including the acceptance of such fiduciary, representative or agency account. (11) Authority to effect the external movement of free delivery of securities and internal transfers resulting in changes of beneficial ownership. (12) Authority to effect the movement of securities versus payment at market or contract value. (J) Authority to either sign on behalf of the Association or to affix the seal of the Association to any of the following classes of documents: Trust Indentures, Escrow Agreements, Pooling and Servicing Agreements, Collateral Agency Agreements, Custody Agreements, Trustee's Deeds, Executor's Deeds, Personal Representative's Deeds, Other Real Estate Deeds for property not owned by the Association in its own right, Corporate Resolutions, Mortgage Satisfactions, Mortgage Assignments, Trust Agreements, Loan Agreements, Trust and Estate Accountings, Probate Petitions, responsive pleadings in litigated matters and Petitions in Probate Cowt with respect to Accountings, Contracts for_ providing customers with Association products or services. (N) Individuals authorized to accept, endorse, execute or sign internal transactions only, (i.e., general ledger tickets); does not include the authority to authorize external money movements, internal money movements or internal free deliveries that result in changes of beneficial ownership. RESOLVED, that any signing authority granted pursuant to this resolution may be rescinded by the President or any Executive Vice President and such signing authority shall terminate without the necessity of any further action when the person having such authority leaves the employ of the Association. 'I ) ) GENERAL CERTIFICATE OF CITY We, the undersigned, authorized officers of the City of Lubbock, Texas (the "City'), do hereby certify the following information: 1. This certificate relates to the Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (the "Bonds"), issued pursuant to that certain Indenture of Trust (the "Indenture"), dated as of May 1, 2008, between the City and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and that certain bond ordinance adopted by the City on April 24, 2008 (the "Ordinance"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Indenture. 2. The City is a duly incorporated Home Rule City that is operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City which charter was last amended at an election held in the City on November 2, 2004, which date is prior to the date of the most recent approval of the City's bonds by the Attorney General.. The following are duly qualified and acting, elected or appointed officials of the City of Lubbock, Texas: David A. Miller, Mayor Jim Gilbreath, Mayor Pro Tern Linda DeLeon Floyd Price Todd R. Klein Phyllis S. Jones John Leonard Lee Ann Dumbauld, City Manager Jeffrey A. Yates, Chief Financial Officer Rebecca Garza, City Secretary Tommy Combs, Deputy City Secretary ) ) ) ) ) ) Members of the Council 3. No obligations of the City, other than the Bonds, are secured by or payable from the Trust Estate. 4. No litigation has been filed or is now pending to restrain or enjoin the issuance or delivery of the Bonds or which would affect the provisions made for their payment or security, and so far as we know and believe, no such litigation is threatened. 5. Neither the corporate existence nor the boundaries of the City, nor the title of its present officers to their respective offices is being contested, and no authority or proceedings for the issuance of the Bonds or the execution and delivery of the Bond Documents have been repealed, revoked or rescinded. 6. The City is not in default in the payment of principal or interest on any of its outstanding obligations. 13!2714v.2 LUB200/58000 ) ) 7. Toe proceedings authorizing the execution and delivery of the Bonds, and other agreements and instruments authorized by the Indenture are in full force and effect and have not been amended, repealed, revoked or rescinded. 8. A true and correct statement of the debt service requirements of the Bonds, as prepared by Banc of America Securities LLC, the underwriter of the Bonds (the "Underwn1er"), is set forth in the table on page 9 of the Limited Offering Memorandum, such statement being incorporated herein by reference. 9. A true and correct copy of the statement of the anticipated Assessment revenues and coverage of the debt service on the Bonds prepared by the MuniCap, Inc. the administrator for the district is set forth in Exhibit A attached hereto. 10. We, the Mayor and the City Secretary, respectively, officially executed and signed the Bonds by causing facsimiles of our manual signatures to be imprinted on each of such Bonds, and we hereby adopt such facsimile signatures as our own, respectively, and declare that such facsimile signatures constitute our signatures the same as if we had manually signed each of the Bonds. 11. The Bonds, including the Initial Bond, are substantially in the form and have been duly executed in the manner prescribed in the Ordinance and the Indenture. 12. At the time we so executed the Bonds, including the Initial Bond, we were the duly authorized and acting officers of the City and were authorized to execute the Bonds. 13. We caused the official seal of the City to be impressed, printed or lithographed on each of the Bonds and such seal of such Bonds has been duly adopted as, and is hereby declared to be, the official seal of the City. 14. The Indenture and the Bond Purchase Contract have been duly executed and delivered by an authorized officer of the City and it is hereby certified that such Indenture and Bond Purchase Contract are in the substantially final form as authorized and approved by the City Council. [EXECUTION PAGE FOLLOWS] -2- 1312714v.2 LUB200/58000 "\ ) '\ EXECUTED AND DELIVERED this ~/~ J(JCJ.i MANUAL SIGNATURES STATE OF TEXAS § § COUNTY OF LUBBOCK § OFFICIAL TITLES Mayor City of Lubbock, Texas City Secretary City of Lubbock, Texas Before me, the undersigned authority, on this day personally appeared David A. Miller and Rebecca Garza, Mayor and City Secretary, respectively, of the City of Lubbock, Texas, each known to me to be such person who signed the above and foregoing Certificate in my presence and each acknowledged to me that such person executed the above and foregoing Certificate for the purposes therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS J$-f14f'f &ll,r,441!J!. [SEAL] LINDA 8 HART Notary Publ!C, State of :exas MV commission Exp1res June 30, 201 l ~A .lid Signature Page to General Certificate of City -, EXHIBIT A Statement of Assessments and Debt Service Ratios "I 'I A-1 13!27t4v.2 LUB200/58000 ' ) ) VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 2008B Projected Special Assessments and Debt Service Coverage VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 2008B Schedule I-A: Projected Net Annual Debt Service -Series 2008A Bond Year Gross Capitalized Trustee and Net Annual ' Endin~ Princieal Interest Debt Service Interest Administration Debt Service (a) (a) (b) (a) (c) (d) 0l-Oct-08 $0 $61,998 $61,998 ($76,998) $15,000 $0 0l-Oct-09 $0 $161,734 $161,734 $15,300 $177,034 0l-Oct-10 $0 $161,734 $161,734 $15,606 $177,340 0l-Oct-11 $1,000 $161,734 $162,734 $15,918 $178,652 ) 0l-Oct-12 $4,000 $161,660 $165,660 $16,236 $181,896 01-Oct-13 $7,000 $161,365 $168,365 $16,561 $184,926 01-Oct-14 $10,000 $160,849 $170,849 $16,892 $187,741 01-Oct-15 $13,000 $160,t 11 $173,1 ll $17,230 $190,342 01-Oct-16 $16,000 $159,153 $175,153 $17,575 $192,727 0!-Oct-17 $20,000 $157,973 $177,973 $17,926 $195,899 01-Oct-18 $24,000 $156,498 $180,498 $18,285 $198,782 01-Oct-19 $28,000 $154,728 $182,728 $18,651 $201,378 OI-Oct-20 $33,000 $152,663 $185,663 $19,024 $204,686 01-Oct-21 $38,000 $150,229 $188,229 $19,404 $207,633 01-Oct-22 $44,000 $147,426 $191,426 $19,792 $211,218 Oi-Oct-23 $50,000 $144,181 $194,l 81 $20,188 $214,369 '\ Ol-Oct-24 $56,000 $140,494 $196,494 $20,592 $217,086 01-Oct-25 $63,000 $136,364 $199,364 $21,004 $220,367 0I-Oct-26 $71,000 $131,718 $202,718 $21,424 $224,141 0l-Oct-27 $79,000 $126,481 $205,481 $21,852 $227,333 01-Oct-28 $88,000 $120,655 $208.655 $22,289 $230,944 0l-Oct-29 $98,000 $114,165 $212,165 $22,735 $234,900 01-Oct-30 $108,000 $106,938 $214,938 $23,190 $238,127 0l-Oct-31 $119,000 $98,973 $217,973 $23,653 $241,626 0I-Oct-32 $131,000 $90,196 $221,196 $24,127 $245,323 0i-Oct-33 $144,000 $80,535 $224,535 $24.609 $249,144 01-Oct-34 $158,000 $69,915 $227,915 $25.101 $253,016 01-Oct-35 $172,000 $58,263 $230,263 $25,603 $255,866 ) 0l-Oct-36 $188,000 $45,578 $233,578 $26,115 $259,693 0l-Oct-37 $206,000 $3 l, 713 $237,713 $26,638 $264,350 0l-Oct-38 $224,000 $16,520 $240,520 $27,170 $267,690 Total $2.193.000 $3.782.538 $5.975.538 ($76.998) $635.692 $6.534.232 ) (a) Principal, interest, and capitalized interest are based on the LOM. Capitalized interest applied to debt service includes investment income and is dependent on investment rates, which may be different than assumed herein. (b) Gross debt service equals principal plus interest. (c) Trustee and administration expenses are estimated and assumed to increase b:,,· two percent per year. Actual expenses may be different than estimated. ) (d) Net annual debt service equals gross debt service plus capitalized interest, and trustee and administration. Pagel VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECL4.L REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 2008B Schedule 1-B: Projected Net Annual Debt Service -Series 2008B ) Bond Year Gross Capitalized Trustee and Net Annual Endin~ Princieal Interest Debt Service Interest Administration Debt Service (a) (a) (b) (a) (c) (d) l-Oct-08 $0 $36,158 $36,158 ($49,816) $13,658 $0 l-Oct-09 $0 $94,326 $94,326 ($108,257) $13,931 $0 l-Oct-10 $0 $94,326 $94,326 $14,209 $108,536 1-Oct-l l $1.000 $94,326 $95,326 $14,494 $109,820 l-Oct-12 $2,000 $94,253 $96,253 $14,784 $111,036 l-Oct-13 $4,000 $94,105 $98,105 $15,079 $113,184 1-0ct-14 $6,000 $93,810 $99,810 $15,381 $115,191 l-Oct-15 $8,000 $93,368 $101,368 $15,688 $117,056 l-Oct-16 $10,000 $92,778 $102,778 $16,002 $118,780 l-Oct-17 $12,000 $92,040 $104,040 $16,322 $120,362 l-Oct-18 $14,000 $91,155 $105,155 $16,649 $121,804 l-Oct-19 $17,000 $90,123 $107,123 $16,982 $124,104 I-Oct-20 $20,000 $88,869 $108,869 $17,321 $126,190 I-Oct-21 $23.000 $87,394 $110,394 $17,668 $128,061 "I 1-Oct-22 $26,000 $85,698 $111,698 $18,021 $129,719 l-Oct-23 $29,000 $83,780 $112,780 $18,381 $131,161 1-0ct-24 $33,000 $81,641 $114,641 $18,749 $133,390 l-Oct-25 $37,000 $79,208 $116,208 $19,124 $135,332 l-Oct-26 $42,000 $76,479 $118,479 $19,507 $137,985 l-Oct-27 $46,000 $73,381 $119,381 $19,897 $139,278 \ 1-Oct-28 $51,000 $69,989 $120,989 $20,295 $141,283 l-Oct-29 $57,000 $66,228 $123,228 $20,701 $143,928 l-Oct-30 $63,000 $62,024 $125,024 $21,115 $146,138 1-0ct-3 I $69,000 $57,378 $126,378 $21,537 $147,914 1-Oct-32 $76,000 $52,289 $128,289 $21,968 $150,256 1-0ct-33 $83,000 $46,684 $129,684 $22,407 $152,091 ) I-Oct-34 $92,000 $40,563 $132,563 $22,855 $155,418 l-Oct-35 $100,000 $33,778 $133,778 $23,312 $157,090 l-Oct-36 $109,000 $26,403 $135,403 $23,778 $159,181 l-Oct-37 $119,000 $18,364 $137,364 $24,254 $161,618 l-Oct-38 $130,000 $9,588 $139,588 $24,739 $164,327 ) Total $1.279,000 $2,200,500 $3.479.500 ($158.073) $578,806 $3,900,232 (a) Principal, interest, and capitalized interest are based on the lOM. Capitalized interest applied to debt service includes investment income and is dependent on investment rates, which may be different than assumed herein. (b) Gross debt service equals principal plus interest. ) (c) Trustee and administration expenses are estimated and assumed to increase by two percent per year. Actual expenses may be different than estimated. (d) Net annual debt service equals gross debt service plus capitalized interest and trustee and administration. Page 2 'I VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 20088 Schedule 11-A: Projected Debt Service Coverage -Series 2008A Maximum Annual Gross Debt Bond Year Assessments Installment Debt Trustee and Capitalized Total Service Ending Due Pan A Service Administration Interest Obli~ations Covera~e (a) (b) (c) (c) (d) 1-Oct-08 3 l-Jan-08 $0 $61,998 $15,000 {$76,998) $0 NA l-Oct-09 3 l-Jan-09 $175,430 $161,734 $15,300 $177,034 99.1% l-Oct-10 31-Jan-lO $178,061 $161,734 $15,606 $177,340 100.4% ) I-Oct-II 31-Jan-11 $180,732 $162,734 $15,918 $178,652 101.2% 1-Oct-12 31-Jan-12 $183,443 $165,660 $16,236 $181,896 100.9% J-Oct-13 31-Jan-13 $186,195 $168,365 $16,561 $184,926 100.7% l-Oct-14 31-Jan-14 $188,988 $170,849 $16,892 $187,741 100.7% J-Oct-15 31-Jan-15 $191,822 $173,ll I $17,230 $190,342 100.8% 1-Oct-16 31-Jan-16 $194,700 $175,153 $17,575 $192,727 101.0% 1-0ct-17 31-Jan-17 $197,620 $177,973 $17,926 $195,899 100.9% 1-Oct-18 31-Jan-18 $200,584 $180,498 $18,285 $198,782 100.9% l-Oct-19 31-Jan-19 $203,593 $t82,728 $18,651 $201,378 101.1% l-Oct-20 31-Jan-20 $206,647 $185,663 $19,024 $204,686 lOl.0% l-Oct-21 31-Jan-21 $209,747 $188,229 $19.404 $207,633 101.0% l-Oct-22 3 l-Jan-22 $212,893 $191,426 $19,792 $211,218 100.8% l-Oct-23 3 l-Jan-23 $216,086 $194,181 $20,188 $214,369 100.8% I-Oct-24 31 -Jan-24 $219,328 $196,494 $20,592 $217,086 101.0% 1-Oct-25 3 l-Jan-25 $222,618 $199,364 $21,004 $220,367 101.0% l-Oct-26 31-Jan-26 $225,957 $202,718 $21,424 $224,141 100.8% 1-Oct-27 31-Jan-27 $229,346 $205,481 $21,852 $227,333 100.9% l-Oct-28 31-Jan-28 $232,786 $208,655 $22,289 $230,944 100.8% l-Oct-29 31-Jan-29 $236,278 $212,165 $22,735 $234,900 100.6% ' l-Oct-30 31-Jan-30 $239,822 $214,938 $23,190 $238,127 100.7% l-Oct-31 3 l-Jan-3 I $243,420 $217,973 $23,653 $241,626 100.7% l-Oct-32 31-Jan-32 $247,071 $221,196 $24,127 $245,323 l00.7% I-Oct-33 31-Jan-33 $250,777 $224,535 $24,609 $249,144 100.7% l-Oct-34 31-Jan-34 $254,539 $227,915 $25,101 $253,016 100.6% 1-0ct-35 31-Jan-35 $258,357 $230,263 $25,603 $255,866 101.0"/o ) l-Oct-36 3I-Jan-36 $262,232 $233,578 $26,115 $259,693 101.()% 1-Oct-37 31-Jan-37 $266,166 $237,713 $26,638 $264,350 100.7% 1-Oct-38 31-Jan-38 $270,158 $240,520 $27,170 $267,690 100.9% {a) Real estate taxes in Lubbock County may be paid without penalty through January 31 of each year. '\ ( b) Maximum annual installment of assessments is based on the assessment roll, but cannot be collected in an amount in excess of total obligations. (c) Gross debt service includes principal and interest on the Series 2008A Bonds. Trustee and administrative expenses are from Scheduli: I-A. (d) Total obligations equal to sum of gross debt service and trustee and administrative expenses. Page 3 ) VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 2008B Schedule 11-B: Projei:ted Debt Senice Coverage -Series 2008B Maximum Annual Gross Debt Bond Year Assessments Installment Debt Trustee and Capitalized Total Service Endin~ Due PartB Service Administratior Interest Obli~ations Coveraae (a) (b) (c) (c) (d) l-Oct-08 31-Jan-08 $0 $36,158 $13,658 ($49,816) $0 NA ) l-Oct-09 31-Jan-09 $107,311 $94,326 $13,931 ($108,257) $0 NA l-Oct-10 31-Jan-10 $108,920 $94,326 $14.209 $108,536 100.4% I-Oct-I I 31-Jan-1 I $110,554 $95,326 $14,494 $109,820 100.7% l-Oct-12 3 l-Jan-12 $112,212 $96,253 $14,784 $111,036 101.1% l-Oct-13 31-Jan-13 $113,895 $98,105 $15,079 $113,184 100.6% l-Oct-14 31-Jan-14 $115,604 $99,810 $15,381 $115,191 100.4% l-Oct-15 31-Jan-15 $117.338 $101,368 $15,688 $1l7,056 100.2% l-Oct-16 31-Jan-16 $1 I 9,098 $102,778 $16,002 $118,780 100.3% 1-Oct-17 31-Jan-17 $120,884 $104,040 $16,322 $120.362 100.4% I-Oct-18 31-Jan-18 $122,698 $105,155 $16,649 $121,804 100.7% 1-0ct-19 31-Jan-19 $124,538 $107,123 $16,982 $124,104 100.3¾ 1-0ct-20 31-Jan-20 $126.406 $108.869 $17,321 $126,190 100.2% l-Oct-21 31-Jan-2 I $128,302 $! 10,394 $17,668 $128,061 100.2% 1-Oct-22 31-Jan-22 $130,227 $111,698 $18,021 $129,719 100.4% 1-Oct-23 3 l-Jan-23 $132,180 $112,780 $18,381 $131,161 100.8% 1-Oct-24 3 l-Jan-24 $134,163 $114.641 $18,749 $133,390 100.6% 1-Oct-25 31-Jan-25 $136,175 $116,208 $19,124 $135,332 100.6% l-Oct-26 3 l-Jan-26 $138,218 $118,479 $19,507 $137,985 100.2% l-Oct-27 31-Jan-27 $140.291 $119,381 $19,897 $139,278 100.7% l-Oct-28 3 I-Jan-28 $142,396 $120,989 $20,295 $141.283 100.8% l-Oct-29 31-Jan-29 $144,532 $123,228 $20,701 $143,928 100.4% l-Oct-30 31-Jan-30 $146,700 $125,024 $21,115 $146,138 100.4% 1-Oct-31 3 I-Jan-31 $148,900 $126,378 $21,537 $147,914 100.7% 1-Oct-32 3 l-Jan-32 $151,134 $128,289 $21,968 $150,256 100.6% 1-0ct-33 31-Jan-33 $153,401 $129,684 $22.407 $152,091 100.9% 1-0ct-34 31-Jan-34 $155,702 $132,563 $22,855 $155,418 100.2% l-Oct-35 31-Jan-35 $158,037 $133,778 $23,312 $157,090 100.6% l-Oct-36 3 l-Jan-36 $160,408 $135.403 $23,778 $159,181 100.8% 1-Oct-37 3 l-Jan-37 $162,814 $137,364 $24.254 $161,618 100.7% l-Oct-38 31-Jan-38 $165,256 $139,588 $24,739 $164.327 100.6% (a) Real estate taxes in Lubbock County may be paid without penalty through January 3 l of each year. (b) Maximum annual installment of assessments is based on the assessment ro II. but cannot be collected in an amount in excess of total obligations. (c) Gross debt service equals principal and interest on the Series 2008B Bonds. Trustee and administrative expenses are fro '") ( d) Total obligations equal to sum of gross debt service and trustee and adm in istrati ve expenses. Page4 .J , Assessment Class Land Use Class I Land Use Class 2 Land Use Class 3 Total Total assessment Part A .J LJ .,J '-J .._,,. VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 20088 Schedule III-A: Assessment Part A Per Unit-Series 2008A Bonds Total Equivalent Equivalent No. of Units Units Units 125 1.00 125.00 83 1.66 137.78 34 2.29 77.86 242 340.64 $2,193,000 Assessment Part A ~uivalent unit $6,43R Page5 ./ 1 Assessment Part A Per Unit $6,438 $10,687 $14,741 J _, .__, Assessment Class Land Use Class l Land Use Class 2 Land Use Class 3 Total Total Assessment Part B ._, .~ ..,., VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT PROJECT) SERIES 2008A AND SERIES 200RB Schedule III-B: Assessment Part B Per Unit -Series 2008B Bnnd!I No. of Units 69 47 21 137 Equivalent Units Part B 1.00 1.66 2.29 Total Equivalent Units Part B 69.00 78.02 48.09 195.11 $1,279,000 Assessment Part R ~uivalent unit $6,555 Page 6 ~~ __ , Principal Portion of Assessment Part B Per Unit $6,555 $10,882 $15,012 _, .... . ) '\ ) GENERAL CERTIFICATE OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION The undersigned officers of the Vintage Township Public Facilities Corporation (the "Issuer") make this certification for the benefit of the Attorney General of the State of Texas and for all persons interested in the Issuer's Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public hnprovement Joint Project), Series 2008A and Series 2008B issued pursuant to the tenns and provisions of that certain Trust Indenture dated as of May 1, 2008 (the "Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee. Capitalized tenns used in this certificate have the same meanings given to such tenns in the Indenture. We certify that: 1. The Issuer is a Texas nonprofit, public facilities corporation duly created pursuant to the provisions of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended (the "Act"), as a constituted authority and instrumentality of the City of Lubbock, Texas (the "Sponsoring Entity"), and is validly existing and in good standing under the laws of the State of Texas. 2. On January 22, 2008 and at all times since such date, the following named persons have duly constituted the Board of Directors (the "Board") of the Issuer: Director Paul Stell Gary McKinney Rob Allison Office President Vice-President!I'reasurer Secretary 3. Attached hereto as Exhibit A is a copy of the Issuer's Articles of Incorporation, as certified by the Secretary of State of the State of Texas on October 10, 2007, as in effect on October l 0, 2007, and at all times since. 4. Attached hereto as Exhibit B is a Certificate of the Secretary of State of the State of Texas, dated May 5, 2008, as to the continued existence of the Issuer. ) 5. Attached hereto as Exhibit C is a true and correct copy of the Bylaws of the Issuer as approved by the Governing Body of the Sponsoring Entity and adopted by the Board and in effect on January 22, 2008, and at all times since. 6. Attached hereto as Exhibit Dis a copy dated March 19, 2008, of the ruling of the Comptroller of Public Accounts of the State of Texas as to the exemption of the Issuer from payment of Texas franchise taxes and that consequently the Issuer is in good standing. Attached hereto as Exhibit E is a true and correct copy of a resolution entitled "RESOLUTION OF THE BOARD OF DIRECTORS OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION AUTHORIZING THE ISSUANCE OF ITS SPECIAL REVENUE BONDS; AUTHORIZING THE PURCHASE OF SPECIAL ASSESSMENT REVENUE BONDS ISSUED BY THE CITY OF LUBBOC~ TEXAS; APPROVING A BOND PURCHASE AGREEMENT, INDENTURE OF TRUST, LIMITED OFFERING Dallas 1392743v2 ) ) ) ) MEMORANDUM AND OTHER NECESSARY AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; RESOLVING OTHER MA TIERS IN CONNECTION THEREWITH AND PROVIDING AN EFFECTIVE DATE" (the ''Bond Resolution"), which was adopted at a duly convened meeting of the Board on April 24, 2008, during which a quorum was present and voting throughout; the original of the Bond Resolution (the ''Resolution") is on file in the official records of the Issuer; the Resolution is and remains on this date in full force and effect, has not been altered, amended, rescinded or revoked; and each member of the Board either received notice of each of the meetings mentioned above as required by the Act and the Bylaws of the Issuer. 7. The Indenture, the Bond Purchase Contract, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Limited Offering Memorandum and the Bonds (such documents are referred to herein as the "Issuer Documents"), as executed and delivered by the duly authorized officers of the Issuer acting in their official capacities, were properly executed and delivered by said authorized officers, are in substantially the same form and text as the copies of such instruments th.at were authorized and approved by the Bond Resolution, with such changes and revisions therein as have been approved by the Board, and are in full force and effect on the date hereof. 8. No litigation or proceeding against the Issuer is pending or, to our knowledge, threatened, in any court or administrative body nor to our knowledge is there any basis for litigation with respect to the issuance of the Bonds or the title or authority of the officers and directors of the Issuer. 9. The Issuer Documents have not been amended or rescinded, and due performance thereof has been authorized by the Issuer. The terms and performance of the Issuer Documents by the Issuer are not in conflict with its Articles of Incorporation or Bylaws or any other instrument or restriction to which the corporation is a party or is subject. 10. signatures. The undersigned have caused the Bonds to be executed with their facsimile 11. The Attorney General of the State of Texas is hereby authorized to date this Certificate on and as of the date of his approval of the Bonds, and this Certificate and the matters herein certified shall be deemed for all purposes to be true, accurate and correct on and as of that date, and on and as of the Closing Date, unless the Issuer through an authorized officer shall notify the Attorney General in writing to the contrary prior to either of such dates. -2- l392743v.l LUB200/58000 ) ) ) WITNESS OUR HANDS this 1?Jlv day of ~ , 2008. THE STATE OF TEXAS COUNTY OF Lu88CJC..K § § § Before me, the undersigned authority, on this day personally appeared Paul Stell and Rob Allison, President and Secretary, respectively, of the Vintage Township Public Facilities Corporation, each known to me to be such person who signed the above and each acknowledged to me that such person executed the above and foregoing Certificate for the purposes stated therein in my presence. Given under my hand and seal ofoffice this .;21". ~ ~ 1 ~ ;MO$ . Notary Public, State of Texas My Commission Expires: 0 3-0 I -;J..C I 0 ) ) "\ ) ) .., '\ EXHIBITS: A Articles of Incorporation B Certificate of Existence C Bylaws D E Comptroller's Exemption from Payment of Franchise of Taxes and Good Standing RESOLUTION OF THE BOARD OF DIRECTORS OF VINT AGE TOWNSHIP PUBLIC FACILITIES CORPORATION AUTHORIZING THE ISSUANCE OF ITS SPECIAL REVENUE BONDS; AUTHORIZING THE PURCHASE OF SPECIAL ASSESSMENT REVENUE BONDS ISSUED BY THE CITY OF LUBBOCK, TEXAS; APPROVING A BOND PURCHASE AGREEMENT, INDENTURE OF TRUST, LIMITED OFFERING MEMORANDUM AND OTHER NECESSARY AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; RESOLVING OTHER MATTERS IN CONNECTION THEREWITH AND PROVIDING AN EFFECTIVE DATE .. ' ) ' 'I ) ) ) EXHIBIT A lntr~l!D Seeretart'ef !lt~i:'0,t~• ,exas ARTICLES OF INCORPORATION ocr 1 O 2007 OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORA Tidiotporations Section We, the undersigned natural persons, each of whom is of the age of 18 years or more and a resident of the State of Texas, acting a-. incorporators of a nonprofit corporation under the Public Facility Corporation Act, Chapter 303, Texas Government Code, as amended (the ·'PFC Act"), with the approval of the City Council (the '"City Council") of the City of Lubbock, Texas (the "City,,), evidenced by the City Council's resolution filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE ONE The name of the corporation is Vintage Township Public Facilities Coll)oration (the "Corporation"). ARTICLE TWO The Corporation i~ a nonprofit public corporation. ARTICLE THREE The period of duration of the Corporation is perpetual. ARTICLE FOUR The Corporation is organized and operated to perfonn one or more essential governmental functions on behalf of the City. specifically, to assist the City in financing. refinancing, providing, or otherwise assisting in the acquisition and maintenance of public facilities benefiting the Vintage Township Public Improvement District (the "District") created by resolution (the "Resolution") of the City Council pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 372. Texas Local Government Code (the '·PtD Acf'). The District is wholly located within the City and is more fully described in the Resolution. The Corporation shall have and possess the broadest possible powers to finance or refinance or provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, maintenance, operation, furnishing and placement in service of public facilities benefiting the District under the terms of the PFC Act and the PIO Act, including without limitation the power to acquire bonds or other obligations issued by the City ('"City Oblig,Hions") in connection with the District to facilitate such financing. refinancing and provision of public facilities benefiting the District, and to issue obligations authorized under the PFC Act payable from such City Obligations. Dallas l 172053\. I • ) ' ) ., The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual. ARTICLE FIVE The Corporation has no members and is a nonstock corporation. ARTICLE SIX The Corporation shall not issue any bonds, notes or other obligations for the purpose of paying all or any part of the costs of the public facilities unless the City Council, by resolution. has approved the same. ARTICLE SEVEN The street address of the initial registered office of the Corporation is City of Lubbock Municipal Building, 1625 13th Street, Lubbock, Texas 79401. and the name of the initial registered agent at such address is Rob Allison. The "Sponsor" of the Corporation, as defined in the PFC Act, is the City, and the address of the City is 1625 13th Street, Lubbock, Texas 79401. ARTICLE EIGHT The affairs of the Corporation shall be managed by a board of directors composed of such number of natural persons (not less then three) as may be fixed by the bylaws. Directors sha11 be appointed by the City Council for a term of no more than six (6) years. A majority of the members of the Board of Directors shall be members of the Vintage Township Homeowners Association Board of Directors. Until changed by the bylaws, the original number of directors shall be three (3). The names and addresses of the persons who shall serve as initial directors of the Corporation are as follows: Paul Stell Gary McKinney Rob Allison Address 5214 68th Street, Suite 402 Lubbock, Texas 79424 5214 68th Street, Suite 402 Lubbock, Texas 79424 1625 13th Street Lubbock, Texas 7940 I Each director shall hold office for the term for which the director is appointed and until a successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that directors may be reimbursed for their actual expenses incurred in the performance of their duties under the Act. -2- Dalla:; I l 7205J,. I • . - \ j } ) l j I ARTICLE NINE The names and street address of each incorporator is as follows: Paul Stell Gary McKinney Rob A1lison Address 5214 68th Street, Suite 402 Lubbock, Texas79424 5214 68th Street, Suite 402 Lubbock, Texas 79424 1625 13th Street Lubbock, Texas 79401 ARTICLE TEN Upon the dissolution of the Corporation, title to the Corporation's assets remaining after paymcn t ( or provision for payment) of the Corporation• s 1iabi Ii ties shall automatically vest in the City as provided by the PFC Act. ARTICLE ELEVEN On May 24, 2007. che City Council dufy adopted a resolution specifically authorizing the Corporation to act on behalf of the City to further the public purpose set forth in these Articles of Incorporation, and approving these Articles of Incorporation. -3- Dall:!.:; 1172053'.1 '\ ·, l I • ,. IN WITNESS WHEREOF, we have hereunto 2007. ur hands this e1dtA.day of ~ ·• -4- Dallas 1172053 \.I • ' ) THESTATEOFTEXAS § § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this dD'd.. day of ~~ , 2007, personally appeared before me Paul Stell, who, being by me first duly sworn,d ared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. lN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) Dallas 11 72053\.1 GAILC. wa..FE MV COMMISSION E)(Plf!ES Jn1,2Cll8 -5- d for the State of Texas My Commission Expires: ~ 1,.;JtJc,8 p I ,. ) ) THE ST A TE OF TEXAS § § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texa.-., do hereby certify that on this dDd... day of ~~-d , 2007 personally appeared before me Gary McKinney, who. being by me first duly sw , dec1ared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. written. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above (SEAL) My Commission Expires: ~ J ~co8 ~- j MY COMMISSION DPIRES e GAILC. W0LFE · Jlinl1,DI -6- Dallas 11 7205 '.h. I ' ... , --. ; ) ) THE ST A TE OF TEXAS § § COUNTY OF LUBBOCK § f I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this ~, .s day of 12,u~~t , 2007, personally appeared before me Rob Allison, who, being by me first duly swo eclared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. written. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above (SEAL) Dallas 11720531.l GAI.C.WOLFE MY C0MMlSSION EXFmES .IIN1,2006 -7- State of Texas My Commission Expires: ~ I, .,.;:,oQ:5 V '\ ) ) ) CITY OF LUBBOCK § COUNTY OF LUBBOCK § STATE OF TEXAS § CERTIFICATE TO COPY OF PUBLIC RECORD I hereby certify, in the perfonnance of the functions of my office, that the attached instrument is a fuU, true and correct copy of the Resolution No. 2007-R0240 as the same appears of record in my office and that said docwnent is an official record from the public office of the City Secretary of the City of Lubbock, Lubbock County, State of Texas, and is kept in said office. I further certify that I am the City Secretary of the City of Lubbock, that I have legal custody of said record, and that I am a lawful possessor and keeper and have legal custody of the records in said office. In witne~s whereof I have hereunto set my hand and affixed the official seal of said office this 3rd day of October, 2007. (City Seal) ~-~"-· hC Rebecc Garza City Secretary City of Lubbock Lubbock County, State of Texas .. ) ), .. Resolutioo. Bo. 2007-B.0240 Jwie 1411 2007 Itea lo. S.24 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF LUBBOC~ TEXAS, APPROVING AND AUTHORIZING THE CREATION OF THE VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION, APPROVING ARTICLES OF INCORPORATION FOR SUCH CORPORATION, APPOINTING TIIE INITIAL DIRECTORS OF SUCH CORPORATION; AND APPROVING INITIAL BYLAWS FOR SUCH CORPORATION WHEREAS, ·pursuant to authority conferred by the "Public Facility Corporation Actt Chapter 303, Texas Local Government Code (the .. Act"), cities may approve and authorize the creation of one or more nonmember, nonstock, nonprofit pubJic facility corporations with the powers set forth therein, for the purpose of financing or refinancing or providing for the acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing, and placement in service of public facilities in an orderly. planned manner and at the lowest possible borrowing costs; WHEREAS, the Act provides and requires that the governing body of the city (the '"Sponsor") under whose auspices the corporation is created approve the articles of incorporation, bylaws and any amendments thereto of such co1p<>ration and appoint the board of directors of the corporation; WHEREAS, any bonds issued by such a corporation shall not constitute obligations of the State of Texas, the Sponsor or any other political subdivision or agency of the State or a pledge of the faith and credit of any of them, and all such bonds must contain on their face a statement to such effect; WHEREAS, upon dissolution of such a corporation, the title to all funds and property then owned by such corporation sha11, under the Act. automatically vest in the Sponsor without further conveyance, transfer or act of any kind whatsoever; WHEREAS, the City Council of the City of Lubbock. Texas (the "City") has heretofore created the Vintage Township Public Improvement District (the "District") pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 3 72, Texas Local Government Code (the "PID Act"), as requested by the owners of more than 50% of the real property located within the District; WHEREAS, the City Council of the City of Lubbock, Texas (the '-City"'), has detennined that it is in the public interest and to the benefit of the residents of the City and the citizens of the State of Texas that a corporation be created to finance, refinance, or provide the costs of public facilities of the City, specifically the costs of public facilities benefiting residents of the District; NOW. THEREFORE, LU8200/S8000 Dallas .2007 RcsolutioDApproving PFC Creation (2) Dallas 1172065-v.1 .. BE IT RESOLVED BY THE CITY COUNCIL OF TIIE CITY OF LUBBOCK, TEXAS, THAT: Section l. It is hereby found and detennined that it is in the public interest and to the benefit of the residents of the City of Lubbock, Texas, and the citizens of this State that a public facilities corporation be created under the Act to finance or provide for the acquisition, construction, rehabmtation, renovation, repair, equipping, furnishing, and placement in service of public facilities in an orderly. planned manner and at the lowest possible borrowing costs, including to acquire obligations of the City issued for such purpose. Section 2. The creation of a public facilities corporation on behalf of the City of Lubbock, Texas, with the powers set forth in the Act, to be named "Vintage Township Public Facilities Corporation," is hereby authoriz.ed and approved and all prior actions and resolutions pertaining to creation of a Vintage Township Public Facilities Corporation are hereby rescinded and superceded. Section 3. That the Articles of Incorporation for such corporation in the form and to the effect attached hereto as Exhibit A, which Exhibit A is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved. Section 4. That the persons named in Article Eight of such Articles of Incorporation are hereby appointed as initial directors of such corporation and each of said persons herein appointed to the Board shall hold office for a term of years specified in Section 2.1 of Article II of the initial bylaws of the corporation. Section 5. That the initial bylaws for such corporation in the form and to the effect attached hereto as Exhibit B, which Exhibit B is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved. LU8200/.S8000 Dallu 1007 Resolution Appt'O'ling PFC Crution {l} -2- Dallas 1172065v. l ) ) ) ' PASSED AND APPROVED, this the 14th day of __ J_un_e_....., 2007. ATTEST: APPR9VED AS TO CONTENT: ~~(~ • ) t ~, RobAJii; >~. Assistant City Manager Development Services Dallas I I 7206Sv.1 APPROVED AS TO FORM: "-·-.. -3- Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 EXHIBIT B Office of the Secretary of State Certificate of Fact Phil Wilson Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of Formation for Vintage Township Public Facilities Corporation (file number 800883428), a Domestic Nonprofit Corporation, was filed in this office on October 10, 2007. It is further certified that the entity status in Texas is in existence. Phone: (512) 463-5555 Prepared by: SOS-WEB In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 05, 2008. Phil Wilson Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services TID: 10264 Document: 214388400003 ) ) EXHIBITC BYLAWS OF VINT AGE TOWS HIP PUBLIC FACILITIES CORPORATION ARTICLE I NAME, PURPOSE AND POWERS Section 1.1 Name. The name of the corporation is Vintage Tm."nship Public Facilities Corporation (the "Corporation"). Section 1.2 Purpose. (a) The Corporation is organized under the Public Facilities Corporation Act, Chapter 303, Texas Local Government Code, as amended (the "PFC Act"), and operated to perform one or more essential governmental functions on behalf of the City of Lubbock, Texas (the '•City"), specifically, to assist the City in financing, refinancing, providing, or otherwise assisting in the acquisition and maintenance of public facilities benefiting the Vintage Township Public Improvement District (the "District"). The District was created by a resolution (the '·Resolution") of the City Council of the City (the '"City Council") pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the --PID Act'"). The District is wholly located within the City and is more fully described in the Resolution. (b) The Corporation has and possesses the broadest possible powers to finance or refinance or to provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, maintenance, operation, furnishing and placement in service of public facilities benefiting the District under the terms of the PFC Act and the PIO Act, including ~vithout limitation the power to acquire bonds or other obligations issued by the City ("City Obligations") in connection \1iith the District to facilitate such financing. refinancing and provision of public facilities benefiting the District, and to issue obligations authorized under the PFC Act payable from such City Obligations. Section 1.3 The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual. Section 1.4 Local Reeulations. The Corporation, by action of the board of directors, '-\1th approval of the City Council. shall be authorized to prescribe fees to be paid by the developer of public facilities or, if permitted by law, by assessments levied by the City Council pursuant to its authority under the PID Act in amounts reasonably estimated to pay the out-of- pocket ministerial and staff costs and expenses of the Corporation and/or the City. Section 1.5 Staff Functions. Staff functions for the Corporation shall be performed by the City as directed by the City Council and the Corporation, and the Corporation shall pay the Dallas l l i205i ;. I ) i amount of costs for such services as from time to time shall be billed to the Corporation by the City from fees collected by the Corporation as described in Section 1.4. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number. Appointment and Tenure. The affairs of the Corporation shall be managed by a board of directors which shall consist of three (3) natural persons. A majority of the members of the board of directors shall be members of the Vintage Township Homeov.ners Association Board of Directors. Each director shall be appointed by the City Council, and shall hold office for a term of six (6) years. Each director appointed to fill a vacancy created by the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director may be removed at ~ill by the City Council. Each director shall hold office for the term for which the director is appointed and until a successor shall have been appointed and qualified unless sooner removed. Section 2.2 Meetings. The board of directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purposes for which the Corporation is organized. Special meetings of the board of directors shall be held at the call of the secretary of the Corporation upon the direction of the president of the Corporation or upon \\.Titten request of any two directors. Notice of each special meeting shall be given by the secretary to each director, either in person or by telephone, mail, email or facsimile, not less than two hours prior to the meeting. Mailed notice shall be considered given at the earlier of (l) delivery at the address of the director, or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the State of Texas as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not la\\'fully called or convened. A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the board of directors need be specified in the notice or \vaiver of notice of such meeting, except as provided in Section 7.1 of these Bylaws. Section 2.3 Open Meetings Act. Meetings shall be open to the pubic and public notice of meetings shall be given in accordance with the requirements of Chapter 551, Texas Government Code, as amended. Section 2.4 Quorum. The presence of a maJonty of the directors fixed by these bylaws shall be necessary and sufficient for the transaction of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors. the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of -2- Dallas I l n057\. I ., directors unless the vote of a greater number is required by law. the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the board of directors at which any corporate action is taken shall be presumed to have assented to such action unless that director's dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action \\ith the person acting as the secretary of the meeting before the adjournment thereof or shall fonvard such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action. Section 2.5 Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the Corporation. Each such committee shall consist of two (2) or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. Section 2.6 Compensation of Directors. Each director shall serve as such without compensation, but shall be reimbursed by the Corporation from legally available funds for actual expenses incurred in the performance of duties. ARTICLE III OFFICERS Section 3.1 Officers. The officers of the Corporation shall consist of a president, a vice president, a secretary and a treasurer and such other officers and assistant officers considered necessary. A person may simultaneously hold more than one office, except that the same person may not simultaneously hold the offices of president and secretary. The board of directors shall elect the officers of the Corporation at its first meeting, at the first meeting following each third anniversary of the date of the initial issuance of certificates of incorporation of the Corporation by the Secretary of State, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of three (3) years. Each officer elected to fill a vacancy which occurs prior to the expiration of the tenn of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer if those persons believe the best interests of the corporation will be served by the removal. Section 3.2 President. The president shall preside at all meetings of the board of directors. The president shall be the chief executive officer of the Corporation, and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall see that all orders and resolutions of the board Dallas 1 172057v. I ., -.:,- ) ) J of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation \Yhen authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. · Section 3.3 Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president. and the ,·ice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. Section 3.4 Secretarv. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary shall give notice of all special meetings and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence, and minutes shalt be open at all times to inspection by any director and by any member or representative of the City Council. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. Section 3.5 Treasurer. To the extent not othernise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Corporation or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation; shall deposit the same to the credit of the Corporation in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records shov.-ing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation, all of which books shall be open at all times to inspection by any director and any member or representative of the City Council; shall, under the direction of the board of directors, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation; and shall also make such transfers and alterations in the securities of the Corporation as may be ordered by the board of directors. The treasurer shall also discharge such additional duties as may be prescribed at any time and from time to time by the board of directors. The treasurer shall give bond only if required by the board of directors. The treasurer shall render to the president and directors an account of all such person's transactions as treasurer and of the financial condition of the Corporation whenever they may request the same. Section 4.1 the City. ARTICLE IV MISCELLANEOUS Fiscal Year. The fiscal year of the Corporation shall be the fiscal year of Section 4.2 Principal Office. The principal office of the Corporation, at which all books and records of the Corporation shall be kept, shall be the Lubbock Municipal Building, 1625 13th Street, Lubbock, Texas 79401. -4- Dallas 11 n057d ) J ") .., Section 4.3 Seal. The Corporation's seal, if any. shall be such as may be approved from time to time by the board of directors. ARTICLE V rNDEMNIFICA TIO~ OF DIRECTORS AND OFFICERS The Corporation shall indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) any person who is or \Vas a director or officer of the Corporation and may indemnify (which indemnification may include. \\ithout limitation. advancing reasonable expenses) any person who is or was an employee or agent of the Corporation (or any person who is or was serving at the request of the Corporation as a director, officer, employee. or agent of another Corporation, partne-rship, joint venture, trust, or other enterprise) to the fullest extent required or pennitted by applicable law. In addition. the Corporation shall have the power to indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) to the fullest extent pennitted by law such other persons as the board of directors may determine from time to time. The Corporation shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Corporation would have the power to indemnify such person under the foregoing provisions. Any amendment to this Article V shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment. ARTICLE VI INSURANCE Section 6.1 Insurance. The Corporation shall purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Corporation, partnership, joint venture. proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation v.·ould have the power to indemnify such person against such expense, liability or loss under Article V. ARTICLE VII AMENDMENTS Section 7.1 Amendments. These bylaws may be altered. amended or repealed, and new bylaws may be adopted, by the affinnative vote by a majority of the directors of the Corporation present at any meeting of the board of directors at which a quorum is present. provided that notice of the proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting. and provided further that each such alteration, amendment, repeal or adoption shall be subject to the approval of the City Council. -5- Dallas I 172057,. I s u C 0 j ) ) :, s A N TEXAS COMPTROLLER of PUBLIC ACCOUNTS M B s March 19, 2008 Shana Hight Vinson & Elkins LLP 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Dear Ms. Hight: WWW.WINDOW.STATE.TX.US EXHIBITD Effective Oct. 20, 2007, Vintage Township Public Facilities Corporation is exempt from Texas franchise tax as specified under Section 171.081 of the Texas Tax Code, and from sales and use tax and hotel occupancy tax under Chapter 303, Local Government Code. We have assigned Texas taxpayer number 32033930655 to the organization. Please reference this number in correspondence with us. The assignment of the taxpayer number does not mean the organization is permitted to collect or remit Texas taxes. Exempt organizations must collect taxes on most of their sales. Please give our Tax Assistance section a call at (800) 252-5555 if you need a sales tax permit. The sales tax exemption extends to goods and services purchased for use by your organization. The exemption does not apply if the purchase is for the personal benefit of an individual, or is not related to the organization's exempt purpose. For more information, please see our publication# 96-122, Exempt Organizations-Sales and Purchases. A sales tax exemption certificate can be issued instead of paying tax when buying taxable items necessary to the exempt purpose of the organization. The exemption certificate does not need a taxpayer identification number to be valid, but you may provide your Texas Taxpayer Identification Number if the seller requests it. Employees of the organization may issue a hotel exemption certificate in the name of the organization when traveling on official business, in lieu of paying both the state and local portions of the hotel occupancy tax. When individuals or groups of individuals who are not employees of the organization travel on its behalf, in order to claim exemption from the hotel tax, the exempt organization must issue the exemption certificate and the payment must be made with the organization's funds. The hotel may require a copy of your exemption letter or other verification, such as a printout from the Comptroller's list of exempt entities, showing the organization is exempt from hotel tax. This allows the hotel to accept the exemption certificate in good faith. An exemption certificate is enclosed. Make as many copies of the exemption certificate as you need. Changes to the organization's registered agent and registered office address must be filed with the Texas Secretary of State. The changes can be made online at http://www.sos.state.tx.us/corp/sosda/index.shtml or you can download the forms and instructions from http://www.sos.state.tx.us/corp/fonns option.shtml. You can also contact them at corpinfo@sos.state.tx.us or by calling (512) 463-5582. It is important to maintain current registered agent information, because this is how we will contact you if we have reason to believe that your organization no longer qualifies for exemption. --@;\\li.CfJ:~ r, ( ~ ~~ ~ :, '~ -~ ~ ~ '1-:x~-:l½ ~ ' ) j ) J Ms. Hight March 19, 2008 Page2 Our goal is to provide you with prompt, professional service. Please take a moment to complete the enclosed survey. If it is more convenient, you may complete our on-line survey at http://aixtcp.cpa.state.tx.us/ surveys/tpsurv2/index.html. If you have any questions, write to us at exempt.orgs@cpa.state.tx.us, or call us toll-free at (800) 531-5441, ext. 50051. Also, our publications, exemption certificates and other helpful information are online at http://www.window.state.tx.us/taxinfo/exempt. ) ') ., J EXHIBIT E CERTIFICATE FOR RESOLUTION THESTATEOFTEXAS § § COUNTY OF LUBBOCK § I, the undersigned officer of Vintage Township Public Facilities Corporation (the "Corporation"), do hereby make and execute this Certificate for the benefit of all persons interested in the validity of all actions and proceedings of the Corporation. l do hereby certify as follows: 1. I am the duly chosen, qualified and acting officer of the Cmporation for the office shown beneath my signature and in such capacity I am familiar with the matters contained in this Certificate, and I am authorized to make, execute and deliver this Certificate. 2. The Board of Directors of the Corporation (the "Board") convened on April 24, 2008, and the roll was called of the duly constituted members of said Board of Directors, to wit: Paul Stell Rob Allison Gary McKinney President Secretary Vice Presidentfrreasurer and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written resolution bearing the following caption was introduced for consideration of the Board: RESOLUTION OF THE BOARD OF DIRECTORS OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION AUTHORIZING THE ISSUANCE OF ITS SPECIAL REVENUE BONDS; AUTHORIZING THE PURCHASE OF SPECIAL ASSESSMENT REVENUE BONDS ISSUED BY THE CITY OF LUBBOCK, TEXAS; APPROVING A BOND PURCHASE AGREEMENT, INDENTURE OF TRUST, LIMITED OFFERING MEMORANDUM AND OTHER NECESSARY AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; RESOLVING OTHER MA TIERS IN CONNECTION THEREWITH AND PROVIDING AN EFFECTIVE DA TE It was then duly moved and seconded that the Resolution be adopted and, after due discussion, said motion was approved and adopted by a unanimous vote. 3. The attached and following is a true and correct copy of the Resolution as adopted and approved and is on file in the records of the Corporation; said Resolution has not been amended and is in full force and effect. 4. The persons named in the above and foregoing paragraph 2 were the duly qualified and acting officers and members of the Board as indicated therein; in accordance with I 392769v. l LUB200/58000 ) ) the Bylaws of the Corporation, each of the officers and members of said Board was duly and sufficiently notified officially and personally, in advance, of the time, place, and pUipOse of the aforesaid meeting and that said Resolution would be introduced and considered for adoption at said meeting; and each of said officers and members consented, in advance, to the holding of said meeting for such purpose. [Signature Page to Follow} -2- 1392769". I LUB200/58000 1 ) ) ') "\ ) lf WITNESS,~ ~ND AND THE OFFICIAL SEAL OF THE CORPORATION, THIS l!l.:i~AY OF t,,J!td ~ , 2008. [SEAL] ~g~~lic Facilities Corporation Signature Page for Certificate for Resolution of Corporation Authorizing Issuance of Bonds 1 ') ) ") ) RESOLUTION OF THE BOARD OF DIRECTORS OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION AUTHORIZING THE ISSUANCE OF ITS SPECIAL REVENUE BONDS; AUTHORIZING THE PURCHASE OF SPECIAL ASSESSMENT REVENUE BONDS ISSUED BY THE CITY OF LUBBOCK, TEXAS; APPROVlNG A BOND PURCHASE AGREEMENT, INDENTURE OF TRUST, LIMITED OFFERING MEMORANDUM AND OTHER NECESSARY AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; RESOLVING OTHER MA TIERS IN CONNECTION THEREWITH AND PROVIDING AN EFFECTIVE DA TE WHEREAS, pursuant to Chapter 303, Texas Local Government Code, as amended (the "PFC Act"), the City of Lubbock, Texas (the "City') caused to be created the Vintage Township Public Facility Corporation (the "Corporation"), a Texas nonprofit corporation. to perfonn one or more essential governmental functions on behalf of the City, specifically, to assist the City in financing, refinancing, providing or otherwise assisting in the acquisition, construction and maintenance of certain public facilities benefiting the Vintage Township Public Improvement District (the "District"), established by the City pursuant to Chapter 372, Texas Local Government Code, as amended (the "PIO Act"); and WHEREAS, the City Council of the City has approved and accepted the Service and Assessment Plan (the ''Plan") with respect to the District in accordance with the requirements of the P ID Act; and WHEREAS, the City has authorized the issuance of its Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (City of Lubbock, Texas) (the "City Series 2008A Bonds") and its Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (City of Lubbock, Texas) (the "City Series 2008B Bonds," and, together with the City Series 2008A Bonds, the "City Bonds"), payable from Assessments (as defined in the Plan, the "Assessments") for the purpose of (i) paying the costs of the improvement projects identified in the Plan, (ii) paying interest on the City Bonds during and after the period of acquisition and construction of such improvement projects, and (iii) establishing such other funds as may be necessary or desirable with respect to the City Bonds;and WHEREAS, the City has requested the Corporation to issue its bonds for the purpose of assisting the City in financing the acquisition and construction of public facilities benefiting the District by purchasing the City Bonds with the proceeds of such bonds; and WHEREAS, the Board of Directors (the "Board") of the Corporation has found and detennined that it is in the best interests of the citizens of the City to authorize the issuance of its bonds and use the proceeds therefrom to purchase the City Bonds; and l 305386v. I LUB200/58000 ') ) ) ') ) WHEREAS, the bonds herein authorized are to be issued pursuant to an indenture of trust and are to be secured by and payable solely from the payments of debt service received in connection with the Corporation's ownership of the City Bonds; and WHEREAS, the Board finds and determines that its bonds should be issued for the purposes herein specified, that the purchase of the City Bonds from the proceeds of the bonds herein authorized should be authorized and approved, and that the fonn, terms and provisions of an indenture of trust, a limited offering memorandum and a bond purchase contract should be authorized and approved; and WHEREAS, the meeting at which this Resolution is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION, THAT: Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein. Section 2. Approval of Issuance of Series 2008A Bonds. Series 2008B Bonds and Indenture of Trust. (a) The issuance of the Corporation's bonds designated "Vintage Township Public Facilities Corporation Special Revenue Bonds {Vintage Township Public Improvement District Project), Series 2008A" (the "Series 2008A Bonds") and issued in the aggregate principal amount of $2,193,000, for the purpose of providing funds to purchase the City Series 2008A Bonds is hereby authorized and approved. (b) The issuance of the Corporation's bonds designated "Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B" (the "Series 20088 Bonds" and, together with the Series 2008A Bonds, the "Bonds") and issued in the aggregate principal amount of $1,279,000, for the purpose of providing funds to purchase the City Series 2008B Bonds is hereby authorized and approved. (c) The Bonds shall be issued and secured under an indenture of trust in the fonn of the Indenture of Trust (the "Indenture"), dated as of May 1, 2008, between the Corporation and the Trustee. The form, terms and provisions of the Indenture are hereby approved in the substantially final form presented at this meeting with such changes as may be necessary or desirable to carry out the intent of this Resolution and as approved by the President of the Board, such approval to be evidenced by the execution and delivery of the Indenture. The President of the Board is hereby authorized and directed to execute the Indenture and the Secretary of the Board is hereby authorized and directed to attest such signature of the President. (d) The Bonds shall be secured by and payable solely from payments received by the Trustee in connection with the repayment of the City Bonds as specified and described in the Indenture and from no other source. The Bonds shall be dated, shall mature on the date or dates and in the principal amounts, shall bear interest, shall be subject to redemption and shall have such other tenns and provisions as set forth in the Indenture. Toe Bonds shall be in substantially the form set forth in the Indenture with such insertions, omissions and modifications as may be • 2 - i 305386v. I LUB200/58000 ) ) ) required to conform the fonn of bond to the actual terms of the Bonds. The President of the Board is hereby authorized and directed to execute the Bonds on behalf of the Corporation and the Secretary of the Board is hereby authorized and directed to attest the signature of the President and to apply the seal of the Corporation. Section 3. Purchase of City Bonds. The Corporation hereby approves and authorizes the purchase of the City Series 2008A Bonds from the proceeds of the Series 2008A Bonds and the purchase of the City Series 2008B Bonds from the proceeds of the Series 2008B Bonds pursuant to the purchase contract (the "City Purchase Contract") between the Corporation and the City and presented for consideration at this meeting. The price, terms and provisions of the City Purchase Contract are hereby approved and authorized and the President of the Board is hereby authorized and directed to execute the City Purchase Contract and deliver the executed City Purchase Contract to the City. Section 4. Sale of Bonds. The sale and delivery of the Bonds by the Corporation to Banc of America Securities, as purchaser (the "Purchaser"), is hereby authorized and approved. The sale and delivery of the Bonds shall be effected at the price set forth in and pursuant to the tenns and provisions of the Bond Purchase Contract (the ''Bond Purchase Contract") presented to the Board at this meeting, the form, terms and provisions of such Bond Purchase Contract being hereby authorized and approved, and the President of the Board is hereby authorized to execute and deliver the Bond Purchase Contract on behalf of the Corporation. Section 5. Approval of Limited Offering Memorandum. The preparation and use of the Limited Offering Memorandum (the "Memorandwn") prepared in connection with the offering and sale of the Bonds is hereby authorized, ratified and approved; provided that, in adopting this Resolution, the Corporation hereby disclaims any responsibility for the information contained in the Memorandum regarding the City, the District, the purposes for which the City Bonds are issued, and financial information relating to the City and the District, including the availability or sufficiency of funds to pay the City Bonds. The President of the Board is hereby authorized and directed to execute and to deliver the Memorandum to the Purchaser for use in the offering and sale of the Bonds. Section 6. Necessary Actions; Vice President and Assistant Secretary Authorized to Execute Documents. Each officer, employee or agent of the District is hereby expressly authorized, directed and empowered to take any and all actions necessary to carry out the purposes and intent of this Resolution and to do and perform all acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the District all certificates, financing statements, tennination statements, instruments and other papers, whether or not herein mentioned, as they may determine to be necessary or desirable in order to carry out the tenns and provisions of this Resolution and of the Bonds, as well as the terms and provisions of the City Bond Purchase Contract and the Bond Purchase Contract hereby authorized and approved, such determination to be conclusively evidenced by the perfonnance of such acts and things and the execution of any such certificate, financing statement, instrument or other paper. Any document authorized to be executed by the President of the Board may be executed by any Vice President of the Board and any document required to be attested by the Secretary of the Board may be attested by any Assistant Secretary of the Board and the -3 - 1305386v. I LUB200/58000 signatures of such persons shall have the same effect as though such document was executed by the President or Secretary, respectively, of the Board. Section 7. Conditions Precedent to Closing. The actions and obligations authorized in this Resolution shall be subject to and conditioned upon the receipt by the District, on the date of initial delivery of the Bonds against payment therefor (the "Closing Date"), of (i) the purchase price for the Bonds, (ii) a certified copy of a resolution of the City approving the issuance of the Bonds, (iii) the City Bonds against payment therefor from the proceeds of the Bonds, and (iv) such opinions, evidences, certificates, instruments or other documents as shall be requested by counsel to the District or by Bond Counsel, to evidence due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Purchaser. Section 8. Effectiveness. This Resolution shall be in full force and effect from and after its passage, and it is accordingly so resolved. PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE VINT AGE TOWNSHIP PUBLIC FACILITIES CORPORATION THIS APRIL 24, 2008. - 4 - I 305386v. l LU8200/S8000 ) GENERAL CERTIFICATE OF VINTAGE LAND COMPANY, LTD. Vintage Land Company, Ltd., a Texas limited partnership (the "Developer''), does hereby make and execute this Certificate for the benefit of all persons interested in the proceedings relating to the issuance and delivery by the City of Lubbock, Texas (the "City'') of its Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (collectively, the "Bonds"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned thereto in the Indenture of Trust between the City and The Bank of New York Trust Company, N.A. dated May 1, 2008 (the "Indenture"). The Developer does hereby certify the following: 1. The Developer is duly organized, validly existing and in good standing under the laws of the State of Texas. 2. Attached hereto as Exhibit A is a true and correct copy of the Developer's Agreement of Limited Partnership, including all amendments, assignments and releases pertaining thereto and in effect on the date hereof (the "Limited Partnership Agreement"). 3. Attached hereto as Exhibit B is a copy of the Developer's Certificate of Limited Partnership, as certified by the Secretary of State of the State of Texas on September 28, 2005 and in effect at all times since, and certified as true and correct by the Secretary of State on May 5, 2008. 4. Attached hereto as Exhibit C is a certificate from the Secretary of State of the State of Texas evidencing the authority of the continued existence of the Developer. 5. The Developer has full authority to (a) execute and deliver the Acquisition and Funding Agreement, dated as of May 1, 2008 (the "Funding Agreement"), by and between the City and the Developer and to perform its obligations thereunder; and (b) execute and deliver such other and further documents as may be reasonably necessary to perform its obligations under the Funding Agreement. The Funding Agreement has been properly executed by the Developer and has not been amended or rescinded by the Developer, and the due performance thereof has been authorized by the Developer. 6. The tenns and performance of the Funding Agreement by the Developer are not in conflict with the Developer's Certificate of Limited Partnership, as amended, or the Limited Partnership Agreement or any other instrument or restriction to which the Developer is a party or to which the Developer is subject. 7. There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, arbitrator, or public board or body pending, or to the knowledge of the Developer threatened, against the Developer or the Project or, to the knowledge of the Developer, any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect upon the financial condition of the Developer or the Project, or would adversely affect the authority of the Developer to enter into or perform, or the due performance by the Developer of, its obligations under the Funding Agreement or any agreement or instrument to which the Developer is a party and which is used or contemplated for use in connection with the Project or the Bonds. I 3 I 2706v.3 LUB200/58000 ) 8. The Developer has received all necessary consents and approvals, with respect to the due execution and performance of its obligations under the Funding Agreement. 9. No default under any agreement to which the Developer is a party which would have a material adverse effect on the Developer's ability to perfonn its obligations under the Funding Agreement has occurred or is continuing. 10. The person named in the certificate below is a duly elected, qualified and acting officer of the Developer's general partner, holding the position set forth below such person's name, and the signature appearing above such person's name is such person's true and genuine signature. (SIGNATURE PAGE FOLLOWS) -2- 1312706v.2 LUB200/58000 ) ) ) IN ~~~~ the Developer has cawed this certificate to be signed in its name as of Jc?~ . VINTAGE LAND COMPANY, LTD. a Texas limited partnership By: VINTAGE LAND GP, L.L.C., a Texas Limited Liability Company Its ~artner By: Paul~ Sole Member Signature Page for General Certificate of Developer ' ) ) THESTATEOFTEXAS § § COUNTY OF LUBBOCK § On this, . 5-4 -() i , before me, the undersigned Notary Public, personally appeared Paul D. Stell, who acknowledged that he is the sole member of Vintage Land GP, L.L.C., the general partner of Vintage Land Company, Ltd. and that he, in such capacity, being duly authorized so to do, executed the foregoing certificate for the purposes therein contained by signing his name in such capacity. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. "'"~' ~ ~ . ,.pt .. , (Notary Seal) SHS.1.Y~Y IVERSEN MY COMMISSlc»i EXPIRES May8,3Xl9 N-OtaryPuhliigna Notary Page for General Certificate of Developer 1312706v.2 LUB200/58000 ) EXHIBIT A AGREEMENT OF LIMITED PARTNERSHIP OF VINTAGE LAND COMPANY, LTD. THE LIMITED P AR1NERSHIP INTERESTS CREA TED BY TillS AGREEMENT HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACT OF THE STA TE OF TEXAS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SALE, TRANSFER, PLEDGE, HYPOTHECA TION OR OTHER DISPOSITION OF SUCH INTERESTS IS ALSO SUBJECT TO CERTAIN RESTRJCTIONS WHICH ARE SET FORTH IN THIS AGREEMENT OF LIMITED PARTNERSHIP. DURING THE PERIOD IN WHICH SUCH LIMITED PAR1NERSHIP INTERESTS ARE BEING OFFERED AND SOLD BY THE ISSUER, AND FOR A PERIOD OF NINE MONTHS FROM TIIE LAST SALE BY THE ISSUER OF ONE OF SUCH LIMITED PARTNERSHIP INTERESTS, ALL RESALES OF ANY OF THE LIMITED PARTNERSHIP INTERESTS, BY ANY PERSON, MUST BE MADE ONLY TO THE PERSONS RESIDENT WITHIN THE STATE OF TEXAS WITHIN THE MEANING OF RULE 147 OF TIIE SECURJTIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933. NO SALE, TRANSFER, PLEDGE, HYPOTHECA TION OR OTIIER DISPOSITION OF ANY LIMITED PARTNERSHIP INTEREST WILL BE RECOGNIZED BY THE PARTNERSHIP UNLESS SUCH SALE, TRANSFER, PLEDGE, HYPOTIIECA TION OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF TIIlS AGREEMENT; OF 1HE SECURITIES ACT OF 1933, AS AMENDED; AND THE SECURITIES ACT OF THE STA TE OFIBXAS,AS AMENDED, INCLUDING, WITHOUT LIMITATION, REGISTRATION UNDER SUCH ACTS IF REQUIRED UNDER THE PROVISIONS TIIEREOF. THIS AGREEMENT OF LIMITED PARTNERSHIP (hereinafter referred to as the "Agreement"), is made effective as of September 28, 200S, by and between VINTAGE LAND GP, L.L.C. ("General Partner"), and PAUL D. STELL ("Limited Partner'). ARTICLE I FORMATION, CERTIFICATES, TERM 1.1 Formation of Partnership. The parties hereto hereby form, pursuant to the Texas Revised Limited Partnership Act, Article 6132(a)-1 of the Revised Civil Statutes Annotated of the State of Texas (hereinafter, as from time to time amended, referred to as the "Act"), a Limited Partnership, which organization is hereinafter referred to as the "Partnership.11 The rights, duties, status and liabilities of the Partners shall, except as hereinafter expressly stated to the contrary, be as provided for in the Act. J:\WRK\STELL\Vintage Land Ltd.wpd 1.2 Or1anization Certificates. The parties hereto shall execute, file, record and/or publish the Certificate and other documents conforming hereto, and take all other appropriate action to comply with all legal requirements for the formation of a Limited Partnership under the Act, and for its operation in the State of Texas. The Partnership shall not conduct any business until the filing of such Certificate. 1.3 Partnership Name. The business of the Partnership shall be conducted under the name ofVINTAOE LAND COMP ANY, LTD. or such other name as the General Partner may select from time to time. The General Partner shall promptly execute, file, record and/or publish with the proper offices an assumed name certificate. 1.4 Rewstered Agent, Registered Address and Principal Office. The registered agent and street address for the Partnership in the State of Texas is: PAUL D. STELL, 5214 68th Street, Suite 402, Lubbock, Texas 79424. The principal place of business of the Partnership shall be at 5214 68th Street, Suite 402, Lubbock, TeKSS 79424, but substitute or additional places of business may be established at such other locations as may, from time to time, be determined by the General Partner. All records of the Partnership required by the Act will be maintained at the Principal Office. 1.5 Tenn of Partnership. The Partnership shall become effective upon the execution of this Agreement and the filing of the Certificate with the Secretary of State of the State of Texas, and shall remain effective until the Partnership is dissolved pursuant to the Act. 1.6 Amendment to Certificate. The General Partner shall file amendments to the Certificate whenever required by the Act If a General Partner is unwilling or unable to sign a required amendment to the Certificate, the amended Certificate may be signed by any remaining or successor General Partners. Each General Partner appoints his successor and any remaining General Partners, if any, as his attorney in fact to sign such amended Certificate. ARTICLE II DEFINITIONS Whenever used in this Agreement, the terms set forth below shall be defined as follows: 2.1 "Additional Capital Contribution" shall mean that amount of money or other property, if any, that the Partners may contribute to the Partnership for additional capital, if any, to be used for operating capital. 2.2 "Adjusted Capital Account Deficit" means, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partners capital account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (a) Credit to such capital account any amounts which such Limited Partner is Page2 obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Section 704 of the Code and the Regulations thereunder, and (b) Debit to such capital account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-l(b)(2)(iiXd) of the Regulations and shall be interpreted consistendy therewith. 2.3 "Affiliate" means, with respect to a Partner, any Person that directly or indirectly, through one or more intennediaries, controls, is controlled by, or under common control with such Partners. The tenn "control," as used in this definition means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than ten percent (100/o) of the voting rights attributable to the shares of the controlled corporation, and with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person. 2.4 "Assignee" shall mean a Person who has acquired all or a portion of an interest in the Partnership by assignment or Transfer as of the date the assignment or Transfer of such interest becomes effective. An Assignee has only the rights granted under Section 7.02 of the Act. An Assignee does not have the right to become a Partner, except as provided in this Agreement or in Section 7.04 of the Act. An Assignee shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Act or this Agreement. In addition, no Assignee of an interest in the Partnership shall have the right to assign any transferred interest except as otherwise provided in this Agreement, 2.5 11Capital Contribution II means the total contribution to the capital of the Partnership which a Partner is legally bound and obligated to make, which amount is designated as a Capital Contribution for such Partner pursuant to Article IV of this Agreement. 2.6 "Certificate" shall mean the Certificate of Limited Partnership to be filed on behalf of the Partnership as required by Section 2.01 of the Act, and all amendments thereto and substitutions thereof. 2. 7 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 2,8 11Contribution Agreement" means, with respect to each of the Partners, the agreement respecting the original Capital Contribution to be made by, or on behalf of, each such Partner pursuant to Section 4.2 hereof, as described more fully in Section 4.3 hereof. 2.9 ''Default Rate oflnterest" shall mean the rate per annwn equal to the lesser of (a) Page3 the Wall Street Journal prime rate as quoted in the money rates section of the Wall Street Journal which is also the base rate on corporate loans at large United States money center commercial banks as its prime commercial or similar reference interest rate, with adjustments to be made on the same date as any change in the rate, and (b) the maximum rate permitted by applicable law. 2.10 "Depreciation" means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, further that if the federal income tax depreciation. amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner. 2.11 "Distributable Cash" shall mean, at the ti.me of determination for any period (on the cash receipts and disbursements method of accounting), all Partnership cash derived from the conduct of the Partnership's business, including distributions from entities owned by the Partnership, cash from operations or investments, and cash from the sale or other disposition of Partnership property, other than (a) Capital Contributions with interest earned pending its utilization; (b) financing or other loan proceeds; (c) reserves for working capital; and (d) other amounts that the General Partner reasonably determines should be retained by the Partnership in accordance with the General Partner's discretion under section 6.1 hereof. 2.12 "General Partner" or "Genera) Partners" shall mean all Persons designated as a General Partner on Exhibit" A11 and any successor General Partners pursuant to the terms of this Agreement, but does not include any Person who has ceased to be a General Partner. 2.13 "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as detennined by the contributing Partner and the Partnership, provided that the initial Gross Asset Values of the assets contributed to the Partnership shall be as set forth in Exhibit "A", and provided further that if the contributing Partner is a General Partner, the determination of the fair market value of a contributed asset shall require the agreement of a majority in interest (at least 51 % of the then outstanding ownership interest) of the Limited Partners (such agreement need not be in writing, and any such agreement will be presumed to have been made by the required percentage ownership interest unless there is clear and convincing evidence to the contrary), except that the detennination of the fair market value of a contributed asset of a General Partner may, if such General Partner chooses, be made by written appraisal from a qualified Page4 appraiser, and such written appraisal shall control; (b) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the fo11owing times: (1) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minim is Capital Contribution~ (2) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (3) the liquidation of the Partnership within the meaning of Section I. 704-1 (b )(2)(ii)(g) of the Regulations; provided, however, that adjustments pursuant to clauses (1) and (2) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; (c) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and (d) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining the Partners' capital accounts pursuant to Section 1.704-l(b)(2)(iv)(m) of the Regulations and Section 5.2(c) hereof; provided, however, that Gross Asset Values shall not be adjusted purs~t to this Section to the extent the General Partner determines that an adjustment pursuant to Section 2.13(b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 2.13(d). If the Gross Asset Value of an asset has been detennined or adjusted pursuant to Section 2. l 3(a), 2.1 J(b ), or 2.13( d) hereof: such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into accowtt with respect to such asset for purposes of computing Profits and Losses. 2,14 "Initial Capital Contribution" shall mean that amount of money or property initially contributed by the Partners as set forth in Exhibit "A" hereto. 2.15 "Limited Partner" or "Limited Partnen" shall mean the Persons admitted to the Partnership as originaJ, additional or substituted Limited Partners as reflected on Exhibit "A" as amended. 2.16 "Partner" or "Partners" shall mean individually a General Partner, or Limited Partner, or collectively the General Partners and the Limited Partners. 2.17 "Partnership Property" shall mean that property, real or personal, including but not limited to real estate, investment limited partnerships, cash, stocks, bonds and similar investments, which is contributed to or acquired by the Partnership. Page5 2.18 .. Person" shall mean any individual, business trust, registered limited liability partnership, association, limited liability company, government, governmental subdivision, governmental agency, governmental instrumentality, partnership, limited partnership, trust, estate, corporation, custodian, trustee, executor, administrator, nominee, or any other legal or commercial entity. 2.19 "Profits" or "Losses" means, for each fiscal year or other period, an amount equal to the Partnership1s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items ofincome, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(aXI) shall be included in taxable income or loss), with the following adjustments: (a) Any income of the Partnership that is ex.empt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable income or loss; (b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section l.704~1(b)(2)(iv)(i) of the Regulations and not otherwise taken into account in computing Profits or Losses pursuant to this Section shaH be subtracted from such taxable income or loss; ( c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 2.13(a) or Section 2.13(c) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for pw-poses of computing Profits or Losses; ( d) Gain or loss resulting from any disposition of Partnership Property, with respect to which gain or loss is recognized for federal income tax purposes, shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; ( e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss. there shall be taken into account Depreciation for such fiscal year or other perio~ computed in accordance with Section 2.10 hereof; and (f) Notwithstanding any other provision in this Section. any items which are specially allocated pursuant to Section 5.2 or Section 5.3 hereof shall not be taken into accowit in computing Profits or Losses. 2.20 "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). Page6 2.21 "Securities Act" shall mean the Securities Act of 1933, as amended. 2.22 "Transfer" when used as a noun shall mean any voluntary or involuntary transfer, sale, pledge, hypothecation, assignment or other disposition, and as a verb shall mean volun1arlly or involuntarily to transfer, sell, pledge, hypothecate, assign or otherwise dispose. 2.23 "Wholly Owned Affiliate" of any Person shall mean an Affiliate of such Person 100% of the voting stock or beneficial ownership of which is owned by such Person, directly or indirectly, through one or more Wholly Owned Affiliates, or by any Person who, directly or indirectly, owns 100% of the voting stock or beneficial ownership of such Person, and an Affiliate of such Person who, directly or indirectly, owns I 00% of the voting stock or beneficial ownership of such Person. ARTICLE III PURPOSE 3.1 Pu1po1eS of the Partnership. The purposes of the Partnership shall be (a) to own, hold, sell, develop, lease, dispose of, exchange, convert, manage, exercise voting rights with respect to, and otherwise exercise all of the rights, duties and obligations of an owner of the Partnership Property; (b) to reinvest, in any manner and in any real or personal property which the General Partner deems appropriate, all proceeds derived from the Partnership Property; (c) to invest the Partnership Property in any manner deemed reasonable by the General Partner, in any real or personal property; and ( d) to conduct any other business or make any investment which a limited partnership may make without violating the Act or any other applicable law. 3.2 Powers. The General Partner may malce, enterinto, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the General Partner to carry out the Partnership purposes, subject to the limitations of this Agreement and the Act. 3.3 Other Transactions of Partners. (a) It is acknowledged that the Partners may in the future, from time to time, obtain additional opportunities to acquire property for investment, development or otherwise. Each Partner shall be free to acquire such interests in other property as such Partner may in such Partner's sole discretion deem desirable without having to offer interests in such property to the other Partners of this Partnership, and such action on the part of any Partner shall not be deemed a breach of any fiduciary relationship owed by that Partner to the other Partners or the Partnership. Participation in the Partnership shall not in any way act as a restraint on the other present or future business activities or investments of a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner, whether or not such activities are competitive with the business of the Partnership. As a Page7 result of this Agreement, no Partner ( or Affiliate of any Partner) shall be obligated or bound to offer or present offered to them or the Partnership or any of the other Partners any business opportunity presented to or offered to them or the Partnership as a prerequisite to the acquisition of or investment in such business opportunity by such Partner (or any Affiliate of a Partner) or any employee, officer, director, member, manager, or shareholder of such Partner for its account or the account of others. In furtherance thereof, the Partners hereby agree that any business activity in which a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner engages, conducts, or participates outside the Partnership shall be conclusively deemed not to be a business activity in competition with, or an opportunity of the Partnership. Any such business or activity of a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner may be undertaken with or without prior notice to or participation therein by the Partnership or the other Partners. Each Partner and the Partnership hereby waive any right or claim such Partner or the Partnership may have against a Partner ( or any Affiliate of a Partner), or any employee. officer, director, member, manager, or shareholder of a Partner with respect to such business or activity or the income or profits thereof. (b) The Partnership may contract with any of the Partners or their Affiliates for the purchase of goods and services for the benefit of the Partnership at any time provided that the compensation paid to such Person shall be commensurate with rates prevailing for such services at the time such services are performed, and any charges so incurred shall be deemed expenses of the Partnership. The General Partner shall have the authority to enter into any transaction on behalf of the Partnership despite the fact that another party to the transaction may be (a) a trust of which a Partner is a trustee or beneficiary; (b) an estate of which a Partner is a personal representative or beneficiary; (c) a business controlled by one or more Partners or a business of which any Partner is also a director, officer or employee; (d} any Affiliate, employee, stockholder, associate, manager, partner, or business associate; (e) any Partner, acting individually; or (f) any relative of a Partner; provided the terms of the transaction are no less favorable than those the Partnership could obtain from unrelated third parties. ARTICLE IV CAPITAL CONTRIBUTIONS AND SHARES OF PROFITS AND LOSSES 4.1 Ownenhip Percentues. The percentage interest of each Partner will be determined by dividing the balance of such Partner's capital account by the total of all of the capital accounts of all Partners. A Partner's percentage interest will be determinative of: (a) a Partner's ownership interest in the Partnership as an entity; (b) a Partner's interest in the distribution of Distributable Cash; ( c) a Partner's allocable share of the items of Profits and Losses; and ( d) a Partner's distributive Page8 share of cash and other property upon dissolution of the Partnership. 4.2 Initial Capital Contributions. Receipt is hereby acknowledged for each Partner's Initial Capital Contribution. 4.3 Contribution Aereements. The Capital Contributions made by each of the Partners pursuant to Section 4.2 hereof shall be subject to the terms and provisions of the Contribution Agreement of each Partner referenced in Exhibit "Cn attached hereto. The General Partner, on behalf of the Partnership, shall enter into the Contribution Agreements, and any agreement referred to therein, without requirement of any further act, approval, or vote of any other Person, and such agreements shall be deemed to satisfy all requirements of this Agreement. 4.4 Additional Ca,pital Contributions. The Partners shall be permitted to make Additional Capital Contributions on a pro rata or non-pro rata basis. Additional Capital Contributions by a Limited Partner will be subject to the consent of the General Partner. Additional Capital Contributions by the General Partner will be subject to the consent of 51 % of the then outstanding ownership interest of the Limited Partners. The required consent need not be in writing, and any Additional Capital Contributions will be presumed to have been made with the required consent unless there is clear and convincing evidence to the contrary. 4.5 Capital Accounts. A Partnership capital account shall be established for each Partner and shall be maintained at all times throughout the existence of the Partnership in a manner so as to correspond to the rules set forth in Article V. The amount in a Partner's capital account shall initially be the amount of such Partner's Initial Capital Contribution which shall be the fair market value of the assets such Partner contributed. A Partner's capital account shall be credited with its Additional Capital Contribution, and any other voluntary Capital Contribution made by such Partner when made, and such Partner's share of Partnership Profits. A Partner's capital account shall be decreased by the amount of money and the fair market value of property distributed to such Partner (net of liabilities securing such distributed property that the Partner is considered to assume or take subject to under Section 752 of the Code) and by the amount of losses allocated to such Partner, by such Partner's distributive share of the items described in Section 705(a)(l)(B) and 705(a)(2)(B) of the Code, and by other items of deduction specially allocated to such Partner. The capital accounts shall not bear interest. Additional Capital Contributions shall be recorded at the fair market value of the assets contributed by the Partner and the distributions to a Partner shall also be recorded at the fair market value of the assets distributed. The provisions in this Agreement regarding the formation and maintenance of capital accounts are intended to comply with Sections 1. 704-1 (b) and 1. 704-1 ( c) of the Regulations and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article XI hereof Page9 upon the dissolution of the Partnership. The General Partner also shall ( a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Section l.70~l(b)(2)(iv)(g) of the Regulations., and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-l(b) of the Regulations. 4.6 Limitation of Liability. No Limited Partner herein shall be liable for any sum of money in excess of the total sums which have been contributed and agreed to be contributed by such Limited Partner in this Agreement 4. 7 Return of Capital. No Partner shall have the right to withdraw, demand a return or reduce his Capital Contribution to the Partnership. In the event a return of or reduction in the capital account of a Partner is made, any amounts paid to such Partner shall be reduced by all costs, fees and other expenses incurred by the Partnership in facilitating such return of or reduction in capital. 4.8 Additional Operating Capital. No Partner shall have any obligation to make additional contributions of capital to the Partnership or make any loan to the Partnership, and no Partner shall have any liability to the Partnership or any other Partner by virtue of refusing to make any additional contributions of capital or loans to the Partnership. 4.9 Use of Contributions. The cash and property contributed by the Partners, initially being the aggregate amounts reflected on Exhibit "A,U will be utilized by the Partnership for the purposes of the Partnership set forth in Article III. 4.10 Nature oflnterests. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity. No Partner shall have any direct ownership of any Partnership property. ARTICLEV ACCOUNTING 5.1 Profits and Losses. After giving effect to the special allocations set forth in Sections 5.2 and 5.3 hereof and subject to the limitations of Sections 5.l(a) and 5.l(b), Profits or Losses for any fiscal year shall be allocated among the Partners in proportion to their ownership interests in the Partnership. (a) Notwithstanding the foregoing, the Losses allocated pursuant to this Section 5.l(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partners to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitations set forth in this Section 5.l(a) shall be allocated to the General Partner. Page 10 order: (b) In the event Losses have been allocated to the General Partner pursuant to Section 5.l(a) hereof, 100% of the Profits shall be allocated to the General Partner until the cumulative Profits allocated pursuant to this Section 5.1 (b) for the current and all prior fiscal years are equal to the cwnulative Losses allocated pursuant to Section 5.1 (a) hereof for all prior fiscal years. 5.2 Special AUocations. The following special allocations shall be made in the following (a) Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Section l.704-l(bX2)(ii)(dX4), (5) or (6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 5.2(a) shall be made only if and to the extent that such Limited Partner has an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(a) were not in this Agreement. (b) Gross Income Allocation. In the event any Limited Partner has a deficit capital account at the end of any Partnership fiscal year which is in excess of the sum of (1) the amount such Limited Partner is obligated to restore pursuant to any provision of this Agreement, and (2) the amount such Limited Partner is deemed to be obligated to restore, each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(b) shall be made only if and to the extent that such Limited Partner has a deficit capital account in excess of such sum after all other aIJocations provided for in this Article V have been tentatively made as ifSection 5.2(a) hereof and this Section 5.2(b) were not in this Agreement. (c) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734{b) or Code Section 743(b) is required, pursuant to Section 1.704-l(b)(2)(iv)(m)(2) or Section 1.704-1 (b)(2Xiv)(m)(4) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjus1ment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. 5.3 Curative Allocations. The General Partner shall have reasonable discretion> with respect to each Partnership fiscal year, to ( a) apply the provisions of Sections 5.2(a) and 5.2(b) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from Page 11 such allocations, and (b) divide all allocations pursuant to Sections S.2(a) and S.2(b) hereof among the Partners in a manner that is likely to minimize such economic distortions. 5.4 Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. (b) All allocations to the Partners pursuant to this Article V shall, except as otherwise provided, be divided among them in proportion to the Partners' ownership interests in the Partnership. ( c) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year. S.S Tax Allocations: Code Section 704(c). In accordance with Code Section 704( c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to account for any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 2. l 3(a) hereof). In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 2.13(b) hereof, subsequent allocations of income, gain. loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704{c) and the Regulations thereunder. Any elections or other decisions reJating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement Allocations pursuant to this Section are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Person's Capital Account or share of Profits, Losses. other items or distributions pursuant to any provision of this Agreement. S.6 Fiscal Year and Annual Accountina. The Partnership fiscal year shall be the calendar year. The Partnership books shall be kept on the cash receipts and disbursements method of accounting or in accordance with generally accepted accounting principles. at the discretion of the General Partner. The General Partner shall furnish to the Partners, on an annual basis, accounting reports reflecting Partnership income and expenses. In addition, the General Partner shall provide the Partners with the full annual Partnership tax return for the preceding year in a timely manner to comply with all Code reporting deadlines. Page 12 ' ARTICLE VI DISTRIBUTIONS 6.1 Distributions of Partnenhip Funds. Distributions of Distributable Cash shall be made in such amowits and at such times as may be determined at the sole discretion of the General Partner, as provided in this Section 6.1. Unless agreed in writing by a transferor and transferee, Distributable Cash allocable to a transferred Partnership interest which may have been transferred during any year shall be distributed to the holder of such Partnership interest who was recognized as the owner on the date of such distribution, without regard to the results of Partnership operations during the year. With regard to Distributable Cash and other Partnership Property, the General Partner shall make a determination, in accordance with such General Partner's duty of care and loyalty to the Partnership, as to the need for the Partnership Property in the operation of the Partnership business, considering current needs for operating capital, prudent reserves for future operating capital, current investment opportunities, and prudent reserves for future investment opportunities, all in keeping with the Partnership's purposes. It is the duty of the General Partner. in determining the amount of Distributable Cash available for the payment of distributions, to take into account the needs of the Partnership in its business and sums necessary in the operation of its business until the income from further operations is available, the amounts of its debts, the necessity or advisability of paying its debts, or at least reducing such debts within the limits of the Partnership's credit, and the preservation of its capital as represented in the Partnership Property as a fund for the protection of i1s creditors. Any contributed Partnership Property or borrowed funds by the Partnership shall be considered as needed for Partnership investment purposes. and any cash produced from the sale of Partnership Property contributed to the Partnership or from the sale of any Partnership Property purchased with borrowed funds, or any reinvestment of any of the Partnership Property, including the portion of the sale proceeds representing capital appreciation, shall be considered as needed reserves for Partnership investment purposes. Any Distributable Cash derived from income may, to the extent deemed unnecessary for the purposes of the Partnership by the General Partner under the foregoing standard, be distributed in accordance with this Agreement. 6.:2 Confidentiality of Information. Each Partner is entitled to all information under the circumstances and subject to the conditions stated in this Agreement and the Act. The Partners agree, however, that the General Partner or 51 % of the then outstanding ownership interest of the Limited Partners may determine, due to contractual obligations, business concerns, or other considerations, that certain infonnation regarding the business, affairs, Partnership Property, and financial condition of the Partnership shall be kept confidential and not provided to some or all of the Limited Partners or any Assignee, and that it is not just or reasonable for those Partners or Assignees or their representatives to examine or copy that information. In addition, the Partners acknowledge that they may receive information regarding the Partnership in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to the Partnership or Persons with which it does business. Each Partner shall hold in strict confidence any information it receives regarding the Partnership that is identified as being confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any Person other than another Page 13 } Partner, except for disclosures compelled by law, or disclosures made to advisers or representatives of the Partner (if they have agreed to be bound by the provisions of this section). The Partners agree that the provisions of this section may be enforced by specific performance. 6.3 Loans. Any Person may, with the consent of the General Partner, lend or advance money to the Partnership. If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership. The amount of any such loan or advance by a lending Partner shall be repayable out of the Partnership's cash and shall bear interest at such rate as the General Partner and the lending Partner shall agree but not in excess of the maximum rate permitted by law. If a General Partner, or an Affiliate of a General Partner, is the lending Partner, the rate of interest shall be detennined by the General Partner taking into consideration, without limitation, prevailing interest rates and the interest rates such General Partner or an Affiliate of such General Partner would be required to pay in the event such General Partners or Affiliate of such General Partner had itself borrowed funds to loan or advance to the Partnership, and the terms and conditions of such loan, including the rate of interest, shall be no less favorable to the Partnership than if the lender had been an independent third party. ARTICLE VII POWERS, RIGHTS AND DUTIES OF GENERAL PARTNERS 7 .1 Mana1ement. If there is only one General Partner, such General Partner shall be the Managing Partner. If there is more than one General Partner and no Managing Partner is serving, then 51 % of the then outstanding ownership interest of the General Partners shall appoint a Managing Partner. A Managing Partner shall serve until the designation is revoked, until such Managing Partner is removed by vote of 51 % of the then outstanding ownership interest of the General Partners, or until the Managing Partner ceases to sezve for any other reason. If a Managing Partner is designated, the Managing Partner is authorized and directed to manage and control the assets and the business of the Partnership. The Managing Partner may exercise aJl of the powers which could be exercised by majority consent of the General Partners. It is understood and agreed that the Managing Partner shall consult and confer with the General Partners before taking any steps resulting in any substantial change in the operation or policies of the Partnership affairs, or the sale of any portion of the Partnership assets other than in the usual course of business, or in any manner which affects the Partnership business in a manner judged unusual by the Partners in the ordinary operation of the Partnership business. If a Managing Partner is serving as such, any reference to .. General Partner11 in this Agreement shall also include "Managing Partner" if applicable. 7.2 Successor General Partners. Ifthere are multiple General Partners and one or more of them withdraws or ceases to serve for any reason and there is at least one remaining General Partner, the business of the Partnership is permitted to continue by the remaining General Partner without amendment to this Agreement. Prior to the withdrawal of all multiple Genera) Partners or the withdrawal of a sole General Partner, additional General Partners may be appointed to serve as Page 14 ) ) successor General Partners ( each such General Partner is referred to herein as a "Designated Successor General Partner") by all of the remaining Partners acting unanimously. If a General Partner, serving alone, withdraws or ceases to serve for any reason and there are no Designated Successor General Partners remaining, then without amendment to this Agreement, the Limited Partners by vote of 51 % of the outstanding ownership interests of the Limited Partners entitled to vote ( excluding from such election any limited partnership interest controlled by the General Partner who brought about such withdrawal or cessation of service), may agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more General Partners. Any Designated Successor General Partner will not have the duties nor the liabilities of a General Partner until such time as the successor actually accepts and assumes the position of a General Partner. A General Partner who ceases to be a General Partner will not be personally liable for the debts and obligations of the Partnership incurred following the termination of service as a General Partner. 7.3 Resignation by General Partner. No General Partner shall have the right to withdraw from the Partnership before the Partnership dissolves and liquidates. If such General Partner does attempt to withdraw as a General Partner, such attempt shall be considered a breach of this Agreement, and such General Partner's general Partnership interest shall convert to that of a Limited Partner. 7.4 Authority of General Partner. Subject to the limitations of this Agreement, and to the fiduciary obligations and limitations imposed upon the General Partner at law, the General Partner shall manage the day-to-day operations of the Partnership. The General Partner shall have the authority to take any action which the General Partner believes in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the General Partner to take any such action or to exercise any such rights or powers. Specifically: (a) The General Partner shall have the right, power and authority on behalf of the Partnership: (1) To receive and hold all Partnership Property in the name of the Partnership; (2) To obtain and maintain such insurance as is deemed to be desirable and appropriate by the General Partner; (3) To open, maintain, and close bank accounts, brokerage accounts and checking accounts in the name of the Partnership. to designate and change signatories on such accounts, and to draw checks and other orders for the payment of monies; (4) To engage accountants, attorneys and any and all other agents and Page 15 ) ) assistants, both professional and non-professional, which may include the General Partner, and to compensate them reasonably for services rendered; (S) To collect all sums due to the Partnership; (6) To prepare and file all tax returns of the Partnership and to make all elections for the Partnership thereunder; (7) To the extent that funds of the Partnership are available therefor, to pay as they become due all debts and obligations of the Partnership; (8) To sell, assi~ lease, exchange, convert or otherwise 1ransfer or dispose of all or part of the Partnership Property, on such tenns and conditions as the General Partner may determine in the General Partner's sole discretion; (9) To mortgage, pledge, grant a security interest in, or incur, renew, or refinance any indebtedness of the Partnership, on such tenns and conditions as the General Partner may detennine in the General Partners sole discretion; (10) To vote and exercise all other rights available to the holder of any securities included in the Partnership Property; (11) To take any and all other action, including legal action, that the General Partner deems necessary, appropriate or advisable in furtherance of the Partnership's business and purposes; and (12) To enter into any transaction on behalf of the Partnership despite the fact that another party to the transaction may be (i) a trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner is a personal representative or beneficiary; (iii) a business controlled by one or more Partners or a business of which any Partner is also a director, officer or employee; (iv) any Affiliate, employee, stockholder, associate, manager, partner, or business associate; (v) any Partner, acting individually; or (vi) any relative of a Partner; provided the tenns of the transaction are no less favorable than those the Partnership could obtain from unrelated third parties. (b) The General Partner or his nominee shall hold legal title to the Partnership Property and shall have the sole authority to manage, deal with, negotiate and contract with respect to, and convey the Partnership Property on behalf of the Partnership. (c) The General Partner shall act in good faith in the performance of the General Partner's obligations hereunder, but shall have no liability or obligation to any of the Limited Partners or the Partnership for any decision made or action taken in connection with the Page 16 ) discharge of the General Partner's duties hereunder if such decision or action is made or taken in good faith and in the exercise of due care in connection with the Partnership business. ( d) The General Partner shall have the power to designate, from time to time, a depository of Partnership funds, and to draw upon the same for Partnership purposes. (e) Any person dealing with the Partnership or the General Partner may rely on a certificate signed by the General Partner concerning: (1) The identity of the General Partner or any other Partner; (2) The existence or nonexistence of any fact or facts that constitute conditions precedent to acts by the General Partner or in any other manner gennane to the business and affairs of the Partnership; (3) The person or persons who are authorized to execute and deliver any instrument or document of the Partnership; or ( 4) Any act or failure to act by the Partnership or concerning any other matter whatsoever involving the Partnership or any Partner. 7.5 Requirement of Unanimous Consent, The General Partner shall not have the authority to enter into any of the following transactions without the unanimous consent of all the Partners: (a) Tenninate, liquidate and wind up the Partnership, except as otherwise provided in this Agreement; (b) Admit additional or substitute Partners, except as otherwise provided in this Agreement; (c) Do any act that would make it impossible to carry on the purposes of the Partnership and business of the Partnership (provided, however, that the sale or other disposition of all or any Partnership Property shall not be deemed to be an act making it impossible for the Partnership to carry on its business); ( d) Engage in any business activity other than that which is consistent with the purposes of the Partnership; (e) Amend this Agreement, except as otherwise provided in this Agreement 7.6 Restrictions on General Partners. The General Partner will not have the authority Page 17 ) to enter into any of the following transactions without the consent of 51 % of the outstanding ownership interest of the Limited Partners: (a) Prior to the actual termination of the Partnership, sell substantially all of the Partnership Property in liquidation or cessation of business; (b) Compromise any claim or dispute having an amount or value in issue in excess of 50% of the total value of the Partnership Property; (c) Confess a judgment against the Partnership; ( d) Do any act in violation of this Agreement; (e) Make, execute or deliver any assignments for the benefit of creditors; (f) Do any act for which the consent of the Limited Partners is required by the Act. 7. 7 Dissolution or Bankru;ptsy of a Partner. On the dissolution or bankruptcy of a Partner, such Partner and his successors shall thereafter have the status of an Assignee and shall receive distributions to which such Assignee is entitled. For purposes of this Agreement, the bankruptcy of a Partner shall be deemed to have occurred upon the happening of any event described in Subsections (4) and (5) of Section 4.02(a) of the Act. 7 .8 Indemnification of the General Partners. The General Partners shall be jointly and severally indemnified and held harmless by the Partnership and by each other to the extent of each Partner's individual ownership in the Partnership from and against any and all claims, demands. liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incidental to the management of the Partnership affairs or to any Persons acting as an employee while in the course of managing the Partnership affairs; provided, however, that no General Partner shall be entitled to indemnification hereunder where the claim at issue is based upon any of the following: (a) A matter entirely unrelated to such General Partners management of the Partnership affairs. (b) The proven gross negligence, misconduct, fraud or bad faith of such General Partner. (c) The proven breach by such General Partner of any provisions of this Agreement. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies, and resources to which the General Partner, shall be entitled, whether pursuant to some other provisions of this Agreement, at law or in equity. A General Partner will not have liability for loss of income from or decrease in the value of the property which was retained in Page18 the fonn which such General Partner received it. In addition, the General Partner will not owe a fiduciary duty to the Partnership or to any Partner. The General Partner will owe a duty of loyalty and a duty of care to the Partnership. To the extent Texas law will pennit, a General Partner who succeeds another will be responsible only for the property and records delivered by or otherwise acquired from the preceding General Partner, and may accept as correct the records of the preceding General Partner without duty to audit the records or to inquire further into the administration of the predecessor and without liability for a predecessor's errors or omissions. 7 .9 General Partner with Interest as Limited Partner. If a General Partner has or acquires an interest in the Partnership as a Limited Partner, such General Partner will, with respect to such limited Partnership interest, enjoy all the rights and be subject to all of the obligations and duties of a Limited Partner. With respect to such General Partner's general Partnership interest, such General Partner will continue to enjoy all the rights and remain subject to all of the obligations and duties of a General Partner. ARTICLE VIII POWERS, RIGHTS AND DUTIES OF LIMITED PARTNERS 8.1 Reguirements for Admission of Transferee as Limited Partner. A transferee of an interest in the Partnership shall be admitted to the Partnership as a substituted Limited Partner only upon satisfaction of the conditions set forth in this Section: (a) Execution of this Agreement or a counterpart of this Agreement, as provided in Exhibit ''B II to this Agreement, and such other docwnents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be botmd by the provisions of this Agreement; (b) Contribution of capital, if any, required by such transferee; (c) Obtaining consent from the General Partner, such consent to be granted in the sole and absolute discretion of the General Partner; and ( d) Acquisition of such interest by such transferee by means of a Permitted Transfer. 8.2 Power of Attorney. Each Limited Partner does irrevocably constitute and appoint the General Partner, as his or her true and lawful attorney in fact and agent. which power of attorney is hereby declared to be coupled with an interest, in his or her name, place and stead to execute, acknowledge and file (a) the original Certificate and any later Certificate, to be executed in compliance with the requirements oflaw, to be filed in the Office of the Secretary of the State of Texas; (b) the original assumed name certificate, and any later assumed name certificate, to be executed in compliance with the requirements of law, to be filed in the appropriate County Clerk's Page 19 ', office; (c) all instruments required to effectuate the dissolution or tennination of the Partnership. The power of attorney granted herein shall not tenninate upon the death or disability of a Limited Partner. No Person need inquire further than this Agreement of Limited Partnership for other evidence or proof of the General Partner's right and authority to bind the Partnership. 8.3 Rights and Restrictions of Limited Partners. (a) Except as otherwise limited by the terms and provisions contained in this Agreement, the Limited Partners shall have all of the rights, and be afforded the status, of limited partners as set forth in the Act. No Limited Partner shall have any right or power to (1) take part in the management or control of the Partnership or its business or affairs, (2) transact any business for the Partnership, or (3) sign for or bind the Partnership in any way. (b) No Limited Partner shall have the right to withdraw from the Partnership. A Limited Partner will breach this Agreement if he (1) attempts to withdraw from the Partnership; (2) interferes in the management of the Partnership affairs; (3) engages in conduct which could result in the Partnership losing its tax status as a partnership; (4) engages in conduct that tends to bring the Partnership into disrepute; (5) breaches any confidentiality provisions of this Agreement; (6) fails to meet any commitment to the Partnership; or (7) owns a Partnership interest that becomes subject to a charging order, attachment, garnishment, or similar legal proceedings. A Limited Partner who is in breach of this Agreement shall be liable to the Partnership for damages caused by such breach. The Partnership may offset for the damages against any distributions or return of capital to the Limited Partner who has breached this Agreement (c) No Limited Partner shall have the right or power to cause the dissolution and winding up of the Partnership by court decree or otherwise. ( d) The Limited Partners shall refer all bona fide offers for the purchase or sale of all or any part of the Partnership Property to the General Partner for negotiation. (e) Nothing contained herein to the contrary, no Limited Partner shall be liable for any of the debts or other obligations of the Partnership or for any of the losses thereof beyond the Initial Capital Contribution and any Additional Capital Contributions of such Limited Partner unless the Limited Partners expressly assume such liability. (f) All Limited Partners hereby agree to execute any and all instruments that they may be required to execute by any purchaser of said property in order to effect a sale of the Partnership Property. 8.4 Removal of a General Partner. Notwithstanding any provision herein to the contrary, a General Partner may not be removed unless there is at least one remaining General Partner. The Limited Partners may remove a General Partner upon the vote of 80% of the then Page20 outstanding ownership interest of the Limited Partners. Written notice of such determination setting forth the effective date of such removal shall be served upon such General Partner, and as of the effective date, shall terminate all of such Person's rights and powers as a General Partner hereunder, except for any accrued rights to receive payments authorized by Article XI hereunder. Such Partner shall thereafter cease to be a General Partner, and the removed General Partner shall automatically become a Limited Partner, and such removed General Partner's partnership interest shall be converted to a limited partnership interest The remaining General Partners shall continue the business of the Partnership. Notwithstanding the foregoing, ifa General Partneris in material breach of such General Partner's obligations and does not cure, or commence and diligently prosecute the curing of, such breach within 90 days after notice thereof by any of the Limited Partners, or ifhe has committed any act or omission of fraud or malfeasance to the injury of the Partnership, then such General Partner may be removed upon agreement of 51 % of the then outstanding ownership interest of the Limited Partners. For purposes of the preceding sentence, a General Partner shall be considered to be in material breach of such General Partner's obligations ( 1) if a court of last resort determines that such General Partner has committed an act of willful misconduct, gross negligence, or fraud; or (2) if a General Partner declares bankruptcy, becomes insolvent or dissolved, or assigns all of such General Partner's assets for the benefit of such General Partner's creditors. 8.5 Investment Representations and Warranties of the Limited Partners. Each Limited Partner hereby represents and warrants with respect to such Limited Partner's execution of this Agreement (or by such Limited Partner's subscription and acceptance of this Agreement) and the interest in the Partnership to be acquired by him hereunder as follows: (a) Such Limited Partner will not sell, assign or otherwise transfer such Limited Partner's interest in the Partnership to any Person except in accordance with this Agreement; such Limited Partner will obtain from any transferee of such Limited Partner's interest in the Partnership representations and warranties for the benefit of such Limited Partner and of the Partnership similar to those made in this Section and bas made representations and warranties similar to those made in this Section; (b) During the course of the discussion of this Agreement and prior to the execution thereof, such Limited Partner had adequate opportunity to ask questions of, and to receive answers from, the General Partner concerning the tenns and conditions of this Agreement, the background and experience of the General Partner, the plans of the General Partner for the operation of the Partnership and all other matters related to this Agreement concerning which such Limited Partner desired to ask, and that such Limited Partner has asked and has had answered to the satisfaction of such Limited Partner all questions which such Limited Partner desired to ask; (e) Such Limited Partner is acquiring the interest in the Partnership for investment and not with a view to a distribution thereof within the meaning of the Securities Act of 1933 and the Securities Act of the State of Texas; Page 21 ( d) Such Limited Partner has such knowledge and experience in matters of finance, securities and investments, generally, that such Limited Partner is capable of evaluating the risks of entering into this Agreement; (e) Such Limited Partner has experience and skill in investments based on actual participation; (f) The General Partner has made available to such Limited Partner the opportunity to obtain any additional infonnation necessary to verify the accuracy of the information given to such Limited Partner by the General Partner; (g) Such Limited Partner has been informed by the General Partner that such Limited Partner may have to continue to bear the economic risk of entering into this Agreement for an indefinite period because of the restrictions on disposition of limited partnership interests in the Partnership; (h) The limited partnership interest acquired pursuant to 1his Agreement will not be sold, transferred or encumbered in contravention to this Agreement; (i) Such Limited Partner recognizes that the Partnership will be newly organized and has no history of operations or earnings and is of a speculative nature; (j) Such Limited Partner understands that no state or Federal governmental authority has made any finding or determination relating to the fairness for public investment of the ownership interests offered by the Partnership and that no state or Federal government authority has or will recommend or endorse these said ownership interests; (k) Such Limited Partner recognizes that prior to this offering there has been no public market for the ownership interests offered by the Partnership, and it is likely that after the offering there will be no such market for these interests; (1) Such Limited Partner is financially able to comply with his obligations hereunder; and such Limited Partner has adequate means of providing for current financial needs and possible personal contingencies, exclusive of the investment of such Limited Partner in the Partnership; (m) Such Limited Partner understands that the Internal Revenue Service (the "Service") may disallow some or all of the deductions to be claimed by the Partnership and that the Service may attempt to treat the Partnership as an association taxable as a corporation which could have an adverse economic effect on the Partners by (I) taxation at the Partnership level resulting in double taxation and no flow through of loss, and (2) substantial reduction in yield, if any, on the Partners' investment in the Partnership; and Page22 (n) Such Limited Partner is aware that the General Partner may be or may engage in business which is competitive with that of the Partnership, and such Limited Partner agrees to such activities even though there are conflicts of interest inherent therein. ARTICLE IX MANAGEMENT FEES AND OTHER EXPENSES 9.1 Manaa:ement Fees. Except as provided in this Article, no Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership, nor shall any Partner be reimbursed for any expenses incurred by such Partner on behalf of the Partnership. In connection with the conduct, operation and sale of the Partnership Property and the operation of the Partnership, the General Partner may charge the Partnership management fees for managing the Partnership and shall be reimbursed for any direct expenses reasonably incurred in connection with the Partnership ts business; provided, however, that no such expense shall be incurred other than at a price which reflects a competitive market rate for such expense; and provided further, that no contract or arrangement entered into by a General Partner on behalf of the Partnership with such General Partner or an Affiliate shall be on tenns less advantageous to the Partnership than that generally available from an unaffiliated third party. The General Partner shall not be required to devote full time to the affairs of the Partnership, but shall diligently and faithfully devote whatever time, effort, and skill may be necessary for the conduct of the Partnership's business, and shall perfonn all of the duties of a General Partner which are provided for in this Agreement and the Act. 9.2 Expenses. The General Partner may charge to the Partnership and pay or recover out of Partnership funds, as and when available, the following: All fees that may be required by applicable state or local authorities relating to the formation and operation of the Partnership or in compliance with thetenns of this Agreement, including but not limited to, all filing fees for assumed name certificates, the Certificate and all amendments thereto, all reasonable expenses incurred by the General Partner in connection with the organi?.ation and formation of the Partnership~ all reasonable expenses incurred by the General Partner to acquire, preserve, protect, or perfect the title to the Partnership Property or to operate and maintain such property, including, but not limited to, travel expenses, attorneys' fees, accountants' fees and court costs incurred in connection with such matters and any sums owed by the Partnership pursuant to any contract entered by the General Partner pursuant to its authority under this Agreement; the cost of public liability insurance carried in connection with the business of the Partnership; taxes on property of the Partnership; principal and interest, and any other amounts whatsoever owing on any indebtedness of the Partnership, or any part hereof, or any instruments securing any of same, together with any expenses incurred in connection with renewing or rearranging such or any other indebtedness incurred for the benefit of the Partnership deemed necessary by the General Partner; and normal closing costs reasonably incurred in the event of the lease, sale or other disposition of the Partnership Property. Page23 ) ARTICLEX TRANSFERS OF PARTNERSIDP INTERESTS 10.1 Generally. Except as set forth herein, no Limited Partner may transfer all or any portion of such Partner1s interest in the Partnership, without the prior consent of the General Partner, which consent may be granted or withheld in the sole discretion of the General Partner. Each Limited Partner agrees with the Partnership and all of the other Partners that such Limited Partner will not make or permit a disposition of all or any portion of its Partnership Interest in violation of the provisions of this Article X. 10.2 Permitted Transfers of Limited Partnership Interests. Notwithstanding the foregoing provisions of Section 10.1, a Limited Partner may Transfer all or any part of the interest of such Limited Partner in the Partnership to: (a) the trustee of a trust created for the benefit of such Limited Partner or such Limited Partner's spouse, children or grandchildren; (b) any Wholly Owned Affiliate of such Limited Partner; ( c) the guardian or legal representative of a Limited Partner as to whose estate a guardian or legal representative is appointed and to the executor or administrator of the estate of a deceased Limited Partner, or ( d) to any other Person approved by all of the Partners (any such Transfer described above is referred to in this Agreement as a "Permitted Transfer"). To be a Permitted Transfer, in addition to meeting the other requirements in this Agreemen~ the Transfer must be in writing, the terms of which are not in contravention of any of the provisions of the Agreement, and the Transfer must be received by the General Partner and recorded on the books of the Partnership. Until the effective date of a Permitted Transfer, both the Partnership and the Partners shall be entitled to treat the assignor of the transferred interest as the absolute owner thereof in all respects. Upon the Transfer to a trust described in 10.2 ( a) above, legal title shall rest in such trust, but such interest shall be subject to the same events and circumstances as if the transferring Limited Partner continued to own such interest, and said transferring Limited Partner shall continue to exercise all rights and be liable for all duties imposed by this Agreement. If a transfer is made to a Person approved by all of the Partners, as permitted by Section 10.2(d) above, and the Limited Partner making such transfer will be receiving consideration in return for making such transfer, then prior to approving such transfer, the Partnership shall have the option for 30 days to acquire such interest upon the same price and terms as the Person to whom such interest is being transferred. Any Assignee of a Limited Partner under the terms of this Section shall be entitled to receive the share of the Partnership Profits, Losses and distributions to which the Limited Partner from or under whom such interest was acquired would have been entitled; however, any such Assignee shall not automatically become a substituted Limited Partner unless the conditions of Section 8.1 are satisfied. 10.3 Additional Restrictions on Transfers. Notwithstanding Section 10.2, no disposition by a Partner, whether voluntary or involuntary, shall be effective unless (a) the General Partner shall have received a favorable opinion of the Partnership1s legal counsel, or oflegal counsel acceptable to the General Partner (which opinion shall be rendered at the expense of the transferor), to the effect that such disposition will not ( 1) violate the Securities Act or the registration requirements of any applicable state securities laws; (2) cause the Partnership or the General Partner to be subjected to Page24 any additional regulatory requirement; (3) cause the Partnership to be deemed terminated pursuant to Section 708 of the Code; (4) violate the laws of any state or the rules or regulations of any government agency applicable to such disposition; or (5) result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes. 10.4 Transfers of General Partnership Interests. Except as otherwise provided in this Agreement, additional General Partners shall not be admitted to the Partnership without the consent of all the Partners. Notwithstanding the foregoing, each General Partner may Transfer all but not less than all of its General Partner interest in the Partnership at any time to (a) any Person who is such General Partner's Wholly Owned Affiliate, or (b) to any Person who is approved by all of the Partners. A transferee of a General Partner's interest hereunder shall be admitted as a General Partner with respect to such General Partner's interest if, and only if, all of the other Partners consent to such admission. In the event that the transferee of a General Partner's interest is admitted hereunder, such transferee shall be deemed admitted to the Partnership as a General Partner immediately prior to the Transfer, and such transferee shall continue the business of the Partnership without dissolution. A transferee who acquires a General Partner's interest hereunder by means of a Transfer that is permitted under this section, but who is not admitted as a General Partner, shall have no authority to act for or bind the Partnership, to inspect the Partnership's books, or otherwise to be treated as a General Partner. 10.5 Prohibited Transfers. Any purported Transfer by any Partner ofan interest in the Partnership that is not a Permitted Transfer or a transfer permitted under Section 10.4 of this Agreement shall be null and void and of no effect whatever; provided that if the Partnership is required to recognize a Transfer that is not pennitted ( or if the Partnership, in its sole discretion, elects to recognize a Transfer that is not pennitted), the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such interests may have to the Partnership. In the case of a Transfer or attempted Transfer of an interest that is not a Pennitted Transfer or a transfer permitted under Section 10.4 of this Agreement, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers1 fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. 10.6 Acg uisition of an Interest Conveyed to Another Without Authority, If any Person acquires a Partnership Interest, or becomes an Assignee, as the result of an order of a court which the Partnership is required by law to recognize, if a Partner's interest in the Partnership is subjected to a lawful "charging order", or if a Partner makes an unauthorized Transfer of an interest in the Partnership, the Partnership will have the unilateral option to acquire the interest of the Assignee, or any fraction or part thereof, upon the following tenns and conditions: Page25 (a) The Partnership will have the option to acquire the interest by giving written notice to the Assignee of its intent to purchase within 90 days from the date it is finally determined that the Partnership is required to recognize the Transfer. If the Partnership fails to exercise its option within such 90 day period, the remaining Partners shall have the option to acquire pro rata shares of such interest by giving written notice to the Assignee of their intent to purchase within 90 days following the expiration of the expired 90 day option period held by the Partnership. (b) The valuation date for the detennination of the purchase price of the interest will be the first day of the month following the month in which the notice is delivered. (c) Unless the Partnership and the Assignee agree otherwise, the purchase price for the interest, or any fraction to be acquired by the Partnership, shall be its fair market value as determined by a written valuation report prepared by a Person qualified to perform business valuations of partnerships and ownership interests in partnerships describing the value of the ownership interest in the Partnership. Such written valuation report shall take into account all appropriate discounts which are applicable to such interest. Payment for the cost of such valuation report shall be made by such Assignee. Closing of the sale will occur at the principal office of the Partnership at 10:00 a.m. on the first Tuesday of the month following the month in which the Appraisal is rendered. The purchase price paid by the Partnership shall be reduced by any costs or fees incurred by the Partnership in acquiring the interest of such Assignee. ( d) In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in 'Mi.ting delivered at closing, to pay its purchase money obligation in fifteen equal annual installments ( or for a period of time equal to the remaining term of the Partnership if such period is less than fifteen years) with interest at the Default Rate of lnterest. The first installment of principal, with interest, will be due and payable on the first day of the calendar year following closing, and subsequent annual installments, with accrued interest, will be due and payable on the first day of each succeeding calendar year until the entire amount of the obligation is paid. The Partnership will have the right to prepay all or any part of the purchase money obligation at any time without penalty. (e) Neither the Assignee of an unauthorized Transfer nor the Partner causing the unauthorized Transfer shall have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is closed. 10. 7 Survival of Liabilities. It is expressly understood and agreed that no Transfer of a Partnership Interest, even if it subsequently results in the substitution of the Assignee as a Limited Partner herein, shall release the transferor or assignor from those liabilities as to the Partnership which survive such Transfer as a matter of law. Page26 10.8 Partnership Interest Pled1e or Encumbrance. No Partner may grant a security interest or otherwise pledge, hypothecate or encumber his interest in this Partnership or such Partner's distributions without the consent of all the Partners. It is wulerstood that the Partners are under no obligation to give consent nor are they subject to liability for withholding consent. 10.9 Nonrecognition of an Unauthorized Transfer. The Partnership will not be required to recogniz.e the interest of any transferee who has obtained a purported transferred interest as the result of a Transfer that is not authorized by this Agreement and the Transfer shall be null and void for all purposes. If there is doubt as to ownership of an interest in the Partnership or who is entitled to distributions or liquidating proceeds or other property, the General Partner may accumulate such property until the issue is resolved to the satisfaction of the General Partner. ARTICLE XI DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 11,1 Dissolution and Termination of the Partnership. The Partnership shall be immediately dissolved upon the occurrence of any of the following (a "Liquidating Event"): (a) The expiration of the tenn set forth in Section 1.5; (b) The withdrawal or removal of a General Partner, the assignment by a General Partner of its entire interest in the Partnership, or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Article. (c) The express written agreement ex.ecuted by al] of the Partners; or (d) Within a reasonable period of time, as determined by the General Partner, after the sale, condemnation, foreclosure or other similar disposition of all of the Partnership Property or upon the happening of any other event which makes it unlawful, impossible, or impractical to carry on the business of the Partnership. 11.2 Withdrawals; Reconstitution. Technical dissolutions may occur pursuant to Section 11.l(b) of this Agreement, but if there is a remaining General Partner or if the Limited Partners by vote of 51 % of the outstanding ownership interests of the Limited Partners entitled to vote ( ex.eluding from such election any limited partnership interest controlled by the General Partner who brought about such event), agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more General Partners, the Partnership will be reconstituted and continued. A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of 6.O2(a) of the Act by giving written notice to the other Pat1ners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 4.02(a) of the Act, before the Page27 expiration of the stated term of this Partnership violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform. for breach of the Agreement. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, reducing the Limited Partner's interest into which the withdrawing General Partner's interest may be converted under Section 6.02(b)(I) of the Act Subject to the liability created under Section 6.02(a) of the Act, a General Partner who ceases to be a General Partner under Section 4.02(a) of the Act shall, at the option of the remaining General Partners or, if there are no remaining General Partners, at the option of a majority in interest (at least 51 % of the then outstanding ownership interest) of the Limited Partners in a vote that excludes any Limited Partnerinterest held by the withdrawing General Partner, convert the interest in that General Partners capital account, including such General Partner's share of Profits, Losses and distributions, to that of a Limited Partner; or pay to the withdrawn General Partner in cash or other Partnership property of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of such General Partner's interest in the Partnership, less the damages caused by such General Partner's breach of this Agreement. 11.3 Final Accountine. Upon dissolution of the Partnership, an accounting shall be made of the accounts of the Partnership, the accmm.t of each Partner thereof, and of the Partnership's assets, liabilities and operations, from the date of the last previous accounting to the date of such dissolution. 11.4 Liquidation and Priorities on Distribution. If the Partnership is terminated under Section 11.1, then in such event the Managing Partner shall act as the Liquidating Trustee and shall liquidate the Partnership as herein provided. (a) If there is no Managing Partner or if the Managing Partner declines or ceases to serve as Liquidating Trustee, the Liquidating Trustee shall be elected by agreement of those Partners whose percentage interests aggregate 51 % percent of the ownership interests of the Partners. The General Partner shall execute such documents that are reasonably required to enable the Partner(s) to perform and function as Liquidating Trustee. (b) The Liquidating Trustee shall proceed to liquidate the asse1s of the Partnership and the proceeds of such liquidation shall be applied to the Partners in the amount equal to the credit balances in their capital accounts so that the capital account of each Partner shall be brought to zero. For the purpose of determining distributions and liquidation.an Adjusted Capital Account Deficit will be consjdered to be a loan from the Partnership to a Partner. Said loan will be paid in cash within thirty (30) days after written demand therefor has been made by any of the other Partners. The balance, if any, will be paid to the Partners (both General and Limited), in an amount equal to each Partner's percentage interest in the Partnership, as determined immediately prior to the distribution of the credit balances of the Partner's capital accounts. Any property which is distributed in kind in liquidation shall be Page28 treated as if such property had been sold for its fair market value, the gain or losses from such property had been distributed to the Partners in accordance with the provisions herein, and the cash proceeds from the sale of such property had been distributed. (c) After the foregoing distributions, this Agreement shall terminate and none of the parties shall have any further rights or obligations hereunder. ( d) If a disposition of the Partnership Property has been made on terms that produce a note or contract receivable to the Partnership, the dollar value attributable to each interest in such note or contract receivable distributed pursuant to this Section shall be, as to any distributee thereof, such distributee's pro rata portion of the face amount thereof, and the Liquidating Trustee shall be obliged to make a liquidating distribution in a fashion such that the Partners each are distributed a rateable share of cash items and a rateable share of receivables according to their respective total rights to liquidating distributions. (e) Notwithstanding anything to the contrary set forth hereinabove, if, after the payment of current Partnership liabilities and obligations to the extent of the funds and/or properties available for that purpose, either any portion of a Partnership borrowing remains unpaid or the Liquidating Trustee determines that additional funds will be required to meet Partnership costs and expenses thereto incurred or for which the Partnership may become responsible, then the Liquidating Trustee shall be obligated to retain such required amounts, if available (or as when they become available), before any Partnership cash or property is distributed to any Partner. 11.6 Powers and Duties of Liguidating Trustee. Notwithstanding anything to the contrary contained in this Agreement, the Liquidating Trustee shall be entitled to exercise such of the powers and authorities granted to the General Partner under Article VII hereof as are necessary and appropriate for the winding up and termination of the Partnership, and also shall be subject to the duties and obligations imposed upon the General Partner under Article VII. 11.7 Indemnification of the Liguidatin1 Trustee. The Liquidating Trustee shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incidental to the Liquidating Trustee taking any action authorized under, or within the scope of, this Article; provided, however, that the Liquidating Trustee shall be entitled to no indemnification hereunder where the claim at issue arose out of: (a) A matter entirely unrelated to the Liquidating Trustee's acting under the provisions of this Article; (b) The proven gross negligence, willful misconduct, fraud or bad faith of the Liquidating Trustee; or Page29 ( c) The proven breach of the Liquidating Trustee ofits obligations under this Article. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies, and resources to which the Liquidating Trustee shall be entitled, at law or in equity. ARTICLE XII MISCELLANEOUS 12.1 Notices. Any notices required hereunder shall be sent to the Partners by personal service or by certified or registered mail, return receipt requested, at the address set forth for such parties, respectively, on Exhibit n AO of this Agreement. By giving to each General Partner written notice thereof, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the tenn of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. No transferee of any interest of any Partner shall be entitled to receive a notice independent of the notice sent to the Partner making such transfer. 12.2 Additional Instruments. Each Partner hereby agrees to execute all such agreements, certificates, tax statements, tax returns and other documents as may be required by law to effectuate the provisions contained herein. 12.3 Applicable to Successon. This Agreement and each provision herein shall be binding upon and applicable to, and shall inure to the benefit of, the parties hereto and their respective heirs, legatees, devisees, successors, assigns and legal representatives, except as otherwise expressly provided herein. 12.4 Waiver. No consent or waiver, express or implied, by any parties hereto of the breach or default by any other party or parties hereto in the performance by any such party or parties of its or their obligation hereunder shall be deemed or construed to be a consent to or waiver of any other breach of default in the perfonnance of such other or others of the same or any other obligations of such other or others hereunder. Failure on the part of any party hereto to complain of any act of any of the other parties or to declare any of the other parties hereto in default, irrespective of how long such failure continues, shall not constitute a waiver by such party ofits rights hereunder. 12.S Severabiliey. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circwnstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 12.6 Amendment. This Agreement may be amended or modified at any time only if all Partners agree to such amendment or modification in writing. Page30 12. 7 Waiver of Rights to Partition. Inasmuch as all real and personal property owned by the Partnership is owned by the Partnership as an entity, and no party hereto, individually, has any ownership in such property, none of the parties hereto shall have any right to partition any of the Partnership Property, and all parties hereto hereby inevocablywaive any and all rights that any party hereto might have to maintain any action for partition of any of the Partnership Property with respect to their undivided interest, if any, therein, either as a partition in kind or a partition by sale. 12.8 Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be called upon the written request of 51% of the then outstanding ownership interests of the Limited Partners. Notice of any such meeting shall be given to all Partners not less than 7 business days nor more than 30 business days prior to the date of such meeting and shall state the nature of any business to be transacted thereof. Partners may vote in person or by proxy at such meeting. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners. Except as otherwise expressly provided in this Agreement, the vote of a majority in interest (at least S 1 % of the then outstanding ownership interest) of the Partners shall control. For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereat: the General Partner or the Limited Partners requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than 30 business days nor less than IO business days before any such meeting. Each Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Eveiy proxy shall be revocable by the Limited Partner executing it. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deem appropriate. 12.9 Action Without Meeting. Ari.y action required or permitted to be taken at a meeting of the Partners (including meeting of the General Partners) may be taken without a meeting if written consent setting forth the action to be taken is signed by all Partners (or General Partners, if applicable) entitled to vote. This consent will have the same force as a unanimous vote of the Partners (or General Partners, if applicable). The original signed consents shall be kept with the Partnership records. 12.10 Counterparts. This Agreement may be signed in a number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement. The production of any executed counterpart of this Agreement shall be sufficient for all purposes without producing or accounting for the other counterparts hereof. 12.11 Gender. Wherever in this Agreement, words, including pronouns, are used in the masculine, they shall be read and construed in the feminine or neuter whenever they would so apply, and wherever in this Agreement, words, including prono\lllS, are used in the singular or plural, they Page 31 shall be read and construed in the plural or singular, respectively, wherever they would so apply. 12.12 Attorney Fees, In the event a dispute arises between any Partner(s) and the Partnership or between the Partners, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs incurred. 12.13 Tax Audit. In the event the Partnership is audited by the Service, the costs and expenses incurred to defend and comply with the audit shall be an expense of the Partnership. Any audit of any individual Partner shall not be deemed to be an audit of this Partnership. 12.14 Foreign Onalification. Prior to the qualification of the Partnership to conduct business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent procedures are available and those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership in that jurisdiction. At the request of the General Partner, each Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with the tenns of this Agreement that are necessary or appropriate to qualify, continue and terminate the Partnership as a foreign limited partnership in all jurisdictions in which the Partnership may conduct business. 12.15 Governing Law. This Agreement shall be subject to, and governed by, the laws of the State of Texas. 12.16 Reliance by Third Parties. Notwithstanding any other provision of this Agreement, any action taken by the General Partner on behalf of the Partnership shall be binding as to any Person who acts in reliance on the authority of the General Partner taking such action, and such Person shall have no duty to ascertain whether such General Partner has such authority even if such action appears to be prohibited by this Agreement. Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner as to: (a) the identity of the Partners; (b) any conditions precedent to acts by the Partnership; ( c) the Persons who are authorized to execute any documents and bind the Partnership; and ( d) any other matter involving the Partnership or any Partner. 12.17 Entire Amement. The Agreements and representations in this Partnership Agreement contain all of the Agreements and representations of the parties hereto, and it is expressly provided that the General Partner shall not be liable for any claim that may hereafter be made alleging any verbal agreement by and between the Parties hereto and the General Partner, or any General Partner's agents, employees or associates. 12.18 Headinp. The heading of each of the articles and sections of this Agreement are inserted for convenience only and shall not be considered in construing the terms of this Agreement. EXECUTED in multiple counterparts, by the General Partner and by the Limited Partner on the date indicated opposite their respective signatures below, all effective on the date Page 32 aforementioned. [Remainder of Page Intentionally Left Blank} Page33 AGREEMENT OF LIMITED PARTNERSIDP OF VINTAGE LAND COMPANY, LTD. The undersigned agrees to the terms and conditions of the Agreement of Limited Partnership of VINTAGE LAND COMPANY, LID .. GENERAL PARTNER: Date: September 28, 2005 THE STATE OF TEXAS COUNTY OF LUBBOCK § § VINTAGE LAND GP, L.L.C. BEFORE ME, the undersigned authority, on this day personally appeared Paul D. Stell, known to me to be the person whose name is subscribed to the foregoing instrument as Sole Member of the General Partner and acknowledged to me that such Sole Member executed the same for the purposes and considerations therein expressed, in the capacity therein stated. Given under my hand and seal of office on ______________ _ Notary Public, State of Texas Page34 AGREEMENT OF LIMITED PARTNERSHIP OF VINTAGE LAND COMPANY, LTD. The undersigned agrees to the terms and conditions of the Agreement of Limited Partnership of VINTAGE LAND COMPANY, LTD .• including the terms and conditions of the Subscription Agreement attached as Exhibit 11B" to this Agreement LIMITED PARTNER: Date: September 28, 2005 THE STATE OF TEXAS COUNTY OF LUBBOCK § § BEFORE ME, the undersigned authority, on this day personally appeared PAUL D. STELL, known to me to be the person whose name is subscribed to the foregoing instrument as Limited Partner and acknowledged to me that such Limited Partner executed the same for the purposes and considerations therein expressed, in the capacity therein stated. Given under my hand and seal of office on ______________ _ Notary Public, State of Texas Page35 AGREEMENT OF LIMITED PARTNERSHIP OF VINTAGE LAND COMPANY, LTD. EXmBIT "A" Name and Address General Partner: VINTAGE LAND GP, L.L.C. 5214 68th Street, Suite 402, Lubbock. Texas 79424 Limited Partner: PAUL D. STELL 5214 68th Street, Suite 402, Lubbock, Texas 79424 Percentage Partnership Interest 1% 99% Initial Capital Contribotion $10.00 $990.00 Page36 AGREEMENT OF LIMITED PARTNERSHIP OF VINT AGE LAND COMPANY, LTD. EXHIBIT 11B" SUBSCRIPTION AGREEMENT I, individually or as the authorized representative of a Limited Partner, have subscribed to an interest in VINTAGE LAND COMP ANY, LTD. (the 11Partnership") formed by written contract to which this acceptance is appended, and: (1) Acknowledge that I have received and reviewed the Agreement of Limited Partnership (the "Agreement") of the Partnership with the opportunity and encouragement to seek the advice and consultation of independent legal and tax counsel; (2) Acknowledge and confirm my subscription to a Limited Partnership Interest in the Partnership equal to the value of the Limited Partnership Interest given to me; (3) Acknowledge that this subscription agreement and my ownership interest in the Partnership will be subject to the restrictions against transfer stated in the Agreement and the following restriction: THE PARTNERSHIP INTERESTS HA VE NOT, NOR WJLLBE, REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. 1HE PAR1NERSHIP INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHER WISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED, OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION EXISTS. THE AV All.ABILITY OF ANY EXEMPTION FROM REGISTRATION OR QUALIFICATION MUST BE ESTABLISHED BY AN OPINION OF COUNSEL FOR TIIE OWNER, WHICH OPINION AND COUNSEL MUST BE REASONABLY SATISFACTORY TO THE PARTNERSIDP. (4) Agree to be bound by the terms and conditions of the Agreement and Certificate of Limited Partnership. (5) Acknowledge that the following disclosures have been made prior to my execution of this subscription agreement: THE PERCENTAGES OF OWNERSHIP OF THE PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACTt), OR THE SECURITIES LAWS OF ANY STA TE. TIIB PERCENT AGES OF OWNERSHIP ARE OFFERED AND SOLD IN RELIANCE ON EXCEPTIONS FROM THE REGISTRATION REQUIREMENT OF TIIE SECURITIES ACT AND SUCH LAWS, AND Page 37 PARTICULARLY REGULATION D. THE P ARlNERSIIlP WILL NOT BE SUBJECT TO THE REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND WILL NOT FILE REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. Dated and effective: ____________________ _ The undersigned consent to the subscription and acceptance of the Limited Partnership interes1 by the Limited Partner named above. [SignaO:&'~\ Page 38 AGREEMENT OF LIMITED PARTNERSHIP OF VINTAGE LAND COMPANY, LTD. Exhibit "C" CONTRIBUTION AGREEMENT This Contribution Agreement is made effective as of September 28, 2005, by VINT AGE LAND GP, L.L.C. ("General Partner") and PAUL D. STELL (11Limited Partner), and VINTAGE LAND COMPANY, LTD. (the "Partnership11). The General Partner and the Limited Partner have contributed or agreed to contribute to the Partnership, effective as of the first date above written, in consideration for general and limited partnership interests in the Partnership aggregating 100% of the total partnership interests of the Partnership, the properties listed and described on the schedule attached hereto. The respective partnership interests of the General Partner and the Limited Partner shall be in the ratio of the present fair market values of their contributed properties, with the interests of each Partner as reflected on the attached schedule to this Contribution Agreement. ASSIGNORS: General Partner VINTAGE LAND GP, L.L.C. By: (6~, Paul D. Stell, ~mb~r Limited Partner PAUL~&~ Page39 ·, ASSIGNEE: VINTAGE LAND COMPANY. LTD. By its Managing General Partner: VINTAGE LAND GP, L.L.C. By: Page40 ) ' ) Assignor AGREEMENT OF LIMITED PARTNERSHIP OF VINTAGE LAND COMPANY, LTD. SCHEDULE TO CONTRIBUTION AGREEMENT Contributed Property VINTAGE LAND GP, L.L.C. Cash PAUL D. STELL Cash Page 41 Corporations Section P.O.Box 13697 Austin. Texas 78711-3697 EXHIBITB Office of the Secretary of State Phil Wilson Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below: VINTAGE LAND COMPANY, LTD. Filing Number: 800550612 Certificate of Limited Partnership September 28, 2005 Phone: (512) 463-5555 Prepared by: SOS-WEB In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 05, 2008. Phil Wilson Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ Fa.,: (512) 463-5709 Dial: 7-1-1 for Relay Services TID: 10266 Document: 214410710003 Form 207 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filed in the Office of the Secretary of State of Texas Filing#: 800550612 09/28/2005 Document #: 104498950007 Image Generated Electronically for Web Filing Filing Fee: $750 Certificate of Limited Partnership Pursuant to Article 6132a-1 Article 1 -Name of Limited Partnership 1 ffhe name of the limited partnership is: VINTAGE LAND COMPANY, LTD. ! I . • ----------···--. --·····-· .. --·--··---.. ····-··-----·-··--···--·--·-······ .. ········-··--·---·---·"'·-····---•·-·-·· • • --.. • -......... I ,The name must contain the words "Limited r>artnership," or "Limited," or the abbreviation "LP.," "LP," or "Ltd." as the last words or letters of its • iname. The name must not be the same as, deceptively similar to or similar lo that of an existing corporate, limited liability company, or limited I [partnership name on file with the secretary of state. A prelimJnary check for "name availability'' is recommended. Article 2 -Principal Office ' lifhe address of the principal office in the United States wtlere records of the partnership are to be kept or made ,available is set forth below: ;5214 68TH STREET, SUITE 402, LUBBOCK, TX, USA 79424 Article 3 -Registered Agent and Registered Office (Select and complete either A or Band complete C) '.DA. The initial registered agent is an organization (cannot be limited partnership named above) by the name of: f'•-•·•H·•·••-•••-•---•-·•••0-0•---••· ..... -•,o•oo--•--•-••--••--···~-----·•-··-•••-•h•--·•----•-··•-••-•---------•·---••••·-···-------•• ' I OR ~~~..: . .2°~e initial registered agent is an individual resident of the state whose name is set forth belm."': !PAUL D. STELL ·I I I ----------------------jC. The business address of the registered agent and the registered office address is: 5t"reet AddreSS:------------------ p 214 68TH STREET, SUITE 402 LUBBOCK TX 79424 Article 4 -General Partner Information frhe name, street address, and the mailing address of the business or residence of each general partner is as follows: be~er~I Partner 1.: (Bu~iness Na~e) VI NT AGE lAN D GP, L. L, C, · . ·· ... ··· ~treet Address: 5214 68TH STREET, SUITE 433 'M~ilingAddress: 5214 68TH STREET, SUITE 402 LUBBOCK TX, USA 79424 LUBBOCK TX, USA 79424 Supplemental Provisions I Information 1THERE IS NO ADDENDUM ATTACHED HERETO. I [The attached addendum, if any, is incorporated herein by reference.] Effective Date of Filing rR:A. This doe~ment ~llb~omc:;:::e_e:.:..;ff;.:;;ec::=ti=ve=w=h=e=n=th=e=do=c=um=e=n=t i=s;;::fil=ed=b-y-tn_e_s_ec_re-ta_ry_o_f_st_at_e_. --------------1 OR ! -. -·· ····-··-·-·--··-··----·----····-···-·-·-----·---·· ............................................... ·-···-.. ··---·····---·· ·---·-·-------···-··--······ .... ···········-·--··-··-·-------····-·-··, ns. This document will become effective at a later date, whieh is not more than ninety (90) days from the date of itS filing by the secretary of r state. The delayed effective date is: I Name Reservation Document Number i--- Execution !The _undersigned sign this document subject to the penalties imposed by law for the submission of a false or fraudulent document --'--~---.-; fsignature of General Partner 1: PAUL D. STELL FILING OFFICE COPY Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 EXHIBIT C Office of the Secretary of State Certificate of Fact Phil Wilson Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of Limited Partnership for VINTAGE LAND COMPANY, LTD. (file number 800550612), a Domestic Limited Partnership (LP), was filed in this office on September 28, 2005. It is further certified that the entity status in Texas is in existence. Phone: (512) 463-5555 Prepared by: SOS-WEB In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on May 05, 2008. Phil Wilson Secretary of State Come visit us on the internet at http://www.sos.state.rx.us! Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services TID: 10264 Document: 214410710003 Secretary's Certificate The undersigned, Secretary of PlainsCapital Bank (the Company), does hereby certify that the following resolution was passed by the Board of Directors of the Company at its meeting on April 16, 2008; Be it resolved that the following individuals are authorized on behalf of PlainsCapital Bank to witness and to sign Letters of Credit: Jerry Schaffner, President Darrell G. Adams, Executive Vice President-Loan Administration Glen Wright, Executive Vice President-Loan Administration Les Eubank, President-Lubbock Barry Ballinger, Executive Vice President-Lubbock Jerry D. Holmes, Executive Vice President-Lubbock Brian Heflin, Chairrnan-DFW Region Ronnie Berg, President-Turtle Creek Doug Cook, President-North Dallas Lou Sartor, President-Carrollton Brent Raindl, President-Preston Center Lynn Montgomery, President-Ft. Worth West Jack Wharton, President-Ft. Worth Downtown Pat Hamilton, President-Weatherford Steve Hambrick, Market President-Ft. Worth Group James Huffines, Chairman-Central & South Texas Region Paul Holubec, President-Austin Jonathan Levy, Executive Vice President-Westlake Shaun Tuggle, Executive Vice President-Round Rock Mike Molak, Executive Vice President-Renaissance Bldg. Connie Gutierrez, Senior Vice President-Stone Oak In witness whereof, the undersigned has executed this certificate as of the 16th day of April 2008. ' 4¼.v:)&L Secretary, PlainsCapital Bank CERTIFICATE OF CITY ATTORNEY I, Anita Burgess, am the City Attorney of the City of Lubbock, Texas (the "City''), and I do hereby certify, in connection with the issuance and delivery by the Vintage Township Public Facilities Corporation (the "Issuer") of its "Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A" and "Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B" (collectively, the "Bonds''), pursuant to the tenns of the Bond Purchase Agreement pertaining the Bonds ("Bond Purchase Agreement"), that based on such inquiry and investigation as I have deemed sufficient, I have determined that there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending against the City or the Issuer with respect to which the City or the Issuer has been served with process or to the best knowledge of the City threatened against the City or Issuer, in which any such Action (i) in any way questions the corporate existence of the City or the Issuer or the members of the governing bodies of the City or the Issuer to their respective positions, (ii) in any way questions the formation or existence of the District or the Issuer, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the City Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds or the City Bonds, or in any way contests or affects the validity of the City Documents, the Issuer Documents or the consummation of the transactions on the part of the City or the Issuer contemplated thereby, or contests the exclusion of the interest on the Bonds from federal or state income taxation, or (iv) contests the completeness or accuracy of the Limited Offering Memorandum. Capitalized tenns used herein and not otherwise defined shall have the meaning assigned thereto in the Bond Purchase Agreement. WITNESS MY HAND this 70288886.2/10709840 Dallas 1394141v.l ~/3 ,2008. Q,h.~~~., Anita Burgess City Attorney City of Lubbock, Texas CITY'S CLOSING CERTIFICATE PURSUANT TO SECTION 8(G) OF THE BOND PURCHASE AGREEMENT The undersigned, Mayor of the City of Lubbock, Texas (the "City"), acting solely in my official capacity, make the certifications set forth herein in connection with the issuance and delivery of the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B ( collectively, the "Bonds"), as required by the Bond Purchase Agreement pertaining the Bonds ("Bond Purchase Agreement"). Capitalized tenns used herein and not otherwise defined shall have the meaning assigned thereto in the Bond Purchase Agreement. It is hereby certified that: 1. the representations and warranties of the City contained in the Bond Purchase Agreement and in the City Documents are true and correct in all material respects on and as of the date hereof; 2. the City Documents are in full force and effect and have not been amended, modified or supplemented, except as agreed to by the Underwriter; 3. there is no action, suit, proceeding or investigation before any court, public board or body pending against the City, with respect to which the City has been served with process, or, to the actual knowledge of the City, threatened against the City wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or, to its knowledge, the District, or the titles of its members, respectively, and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the City Bonds or the Bonds, the levy or collection of the Assessments or any other monies or property pledged or to be pledged under the Indenture, or the pledge thereof; ( c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the Assessments or with respect to any monies and assets pledged or to be pledged to pay the principal of, prerniwn, if any, or interest on the City Bonds or the Bonds; ( d) in any way question or affect any authority for the issuance of the City Bonds or the Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuance of such bonds; or ( e) in any way question or affect the Bond Purchase Agreement or the transactions contemplated by the Bond Purchase Agreement or the City Docwnents; and 4. the City has, to the best of its knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing. 70268652.1/10709840 Dallas 1394123v. I {Execution Page Follows] Dated: ~/:J..__ , 2008. CITY OF LUBBOCK, TEXAS By: 2 "";,~..41--- Mayor Signature Page to Closing Certificate of the City ) ' ) ISSUER'S CLOSING CERTIFICATE PURSUANT TO SECTION 8(B) OF THE BOND PURCHASE AGREEMENT The undersigned, President and Secretary, respectively, of the Board of Directors of the Vintage Township Public Facilities Corporation (the "Issuer"), acting solely in our official capacity, make the certifications set forth herein in connection with the issuance and delivery of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public hnprovement District Project), Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B ( collectively, the "Bonds"), as required by the Bond Purchase Agreement pertaining the Bonds ("Bond Purchase Agreement''). Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Bond Purchase Agreement. It is hereby certified that: 1. the representations and warranties of the Issuer contained in the Bond Purchase Agreement and in the Issuer Documents are true and correct in all material respects on and as of the date hereof; 2. the Issuer Resolution and Issuer Documents are in full force and effect and have not been amended, modified or supplemented; and 3. there is no action, suit, proceeding or investigation before any court, public board or body pending against the Issuer, with respect to which the Issuer has been served with process, or, to the actual knowledge of the Issuer, threatened against the Issuer wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the Issuer, or the titles of its members and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, (c) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuance of the Bonds; or ( d) in any way question or affect the Bond Purchase Agreement or the transactions contemplated by the Bond Purchase Agreement or the Issuer Documents. 70268731.1/10709840 Dallas 1394 I 13v. I [Execution Page Follows] Dated: ~ /.$ , 2008. VINT AGE TOWNSHIP PUBLIC FACILITIES CORPORATION ~ ~rs By: ' Sign.ature Page to Closing Certificate of the Issuer J ) DEVELOPER'S CLOSING CERTIFICATE PURSUANT TO SECTION 8(F) OF THE BOND PURCHASE AGREEMENT The undersigned on behalf of Vintage Land Company, Ltd., a Texas limited partnership (the "Company") acting solely in my official capacity, make the certifications set forth herein for the benefit of all persons interested in the proceedings relating to the issuance and delivery by the Vintage Township Public Facilities Corporation (the "Issuer'') of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B (collectively, the "Bonds"), as required by the Bond Purchase Agreement between Banc of America Securities LLC, the City of Lubbock, Texas and the Issuer dated April 24, 2008, pertaining the Bonds (the "Bond Purchase Agreement"). Capitalized tenns used herein and not otherwise defined shall have the meaning assigned thereto in the Bond Purchase Agreement. It is hereby certified that: 1. The Company is a Texas limited partnership, duly fonned and validly existing under the laws of the State, with full rights, power and authority to execute, deliver and perform its obligations under the Continuing Disclosure Agreement, the Development Agreement, and the Declaration of Conditions, Covenants and Restrictions (collectively, the "Company Documents"). 2. Copies of the limited partnership agreement and other organizational documents of the Company and its general partner Vintage Land GP, L.L.C., delivered on the Closing Date (the "Company Organizational Documents") are fully executed, true, correct and complete copies of such documents and have not been amended or supplemented and are in full force and effect as of the date hereof. 3. By all necessary action, the Company has duly authorized and approved the execution and delivery of the Company Documents and the performance by the Company of its obligations contained in the Company Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. 4. The representations and warranties of the Company contained herein and in the Company Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof. The representations and warranties of the Company contained in its General Certificate with respect to the City Bonds are incorporated herein by reference and the Underwriter may rely on such representations and warranties. 5. The Company Documents are in full force and effect and have not been amended, modified or supplemented. 6. There is no action, suit, proceeding or investigation before any court, public board or body pending, with respect to which the Company has been served with process, or, to the actual knowledge of the Company, threatened wherein an unfavorable Dallas 1398954v.2 ) decisio~ ruling or finding would: (a) affect the creatio~ organization, existence or powers of the Company or its respective officers to their respective offices; (b) in any way question or affect the transactions contemplated by the Bond Purchase Agreement or the Company Documents; or (c) which could reasonably have a material adverse effect on the financial condition of the Developer or its ability to own or develop property within the District. 7. No "Event of Default" or "event of default" under any of the Company Documents or any material docwnents relating to the financing and construction of the Improvement Projects, or event that, with the passage of time or the giving of notice or both, would constitute such "Event of Default" or "event of default", has occurred and is continuing. 8. The execution and delivery of the Company Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Company a breach or default under any agreement or instrument to which the Company is a party or by which it is bound, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would, in any material respect, constitute a default or an event of default under the Company Documents. 9. The information prepared and submitted by the Company to the City, the Issuer or the Underwriter in connection with the preparation of the Limited Offering Memorandum is, as of this date, true and correct in all material respects. 10. The Company represents and warrants that the information set forth in the Limited Offering Memorandum under the captions ''THE DISTRICT" ( only as it pertains to itself, the Authorized Improvements and the Development), "LAND DEVELOPMENT", "THE DEVELOPER", "THE ACQUISITION AND FUNDING AGREEMENT', "RISK FACTORS" (only as it pertains to the Developer and the Development), and "LITIGATION -The Developer" is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 11. The Company covenants that, while the Bonds are outstanding, it will not bring any actio~ suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body which in any way seeks to challenge or overturn the District, the levy of the Assessment in accordance with the terms of the Assessment Ordinance or the validity of the Bonds or the proceedings leading up to their issuance. 12. The Company (or an affiliate thereof) has obtained and there are currently in force and effect, or it will receive at or prior to the Closing Date or the date required therefor, all consents, permits, licenses, certificates and other approvals (governmental or otherwise) that (a) are necessary to conduct its business as it is currently being conducted; (b) would constitute a condition precedent to, or the absence of which would materially -2- Dallas 1398954v.2 ) adversely affect, the perfonnance of its obligations under the Company Documents and any other agreement or instrument to which it is a party and which is to be used or contemplated for use in the consummation of the transactions contemplated hereby or by the Limited Offering Memorandum relating to the financing and construction of the improvement projects identified in the Service and Assessment Plan (the "Improvement Projects"); or (c) are necessary for the acquisition, construction, and operation of the Improvement Projects. 13. All taxes and assessments are CUITent on the property which the Company owns within the District. 14. In addition to the Bonds, all of the financing is in place to complete the construction of the Improvement Projects. 15. The Company will indemnify and hold harmless the City, the Issuer and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities ( or actions in respect hereof) arise out of or are based upon an untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Limited Offering Memorandum under the captions ''THE DISTRICT'' (only as it pertains to itself, the Authorized Improvements and the Development), "LAND DEVELOPMENT", "THE DEVELOPER", "THE ACQUISITION AND FUNDING AGREEMENT", "RISK FACTORS,, ( only as it pertains to the Developer and the Development), and "LITIGATION -The Developer" or any amendment or supplement to the Limited Offering Memorandwn amending or supplementing the information contained under the aforementioned captions ( as qualified above), or arise out of or are based upon the omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. 16. The Company has complied with all of its agreements and satisfied all conditions required to be complied with or satisfied by such Company hereunder at or prior to the Closing. 17. Each Parcel identified in Exhibit D to the Service and Assessment Plan ("Exhibit D") is wholly located within the boundaries of the PID. 18. There are no Parcels within the boundaries of the PID that are not identified in Exhibit D. 19. Each Parcel identified in Exhibit D against which no Assessment has been levied was Non-Benefited Property as of May 13, 2008. [Execution Page Follows] -3- Dallas I 398954v.2 Dated: -----~<....L..., ..... ~-~-L-~---_,, 2008. VINTAGE LAND COMPANY, LTD. a Texas limited partnership By: Signature Page to Closing Certificate of Developer $2,193,000 VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT PROJECT) SERIES 2008A $1,279,000 VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSffiP PUBLIC IMPROVEMENT DISTRICT PROJECT) SERIES 2008B CERTIFICATE OF SPECIAL ASSESSMENT CONSULTANT The undersigned hereby states and certifies: 1. That he/she is an authorized officer of MuniCap, Inc. (the "Special Assessment Consultant") and as such is familiar with the facts herein certified and is authorized and qualified to certify the same. 2. That the Special Assessment Consultant assisted the City of Lubbock, Texas (the "City'') in the preparation of the Service and Assessment Plan (the "Service and Assessment Plan") as set forth in Appendix D to the Limited Offering Memorandum dated April 24, 2008 for the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B ( collectively, the "Bonds"). Capitalized terms not otherwise defined herein shall be defined as provided in the Service and Assessment Plan, the Indenture of Trust dated as of May 1, 2008 between the City and the Trustee named therein, or the Indenture of Trust dated as of May 1, 2008 between the Vintage Township Public Facilities Corporation and the Trustee named therein. 3. That the Assessments, if levied in accordance with the Service and Assessment Plan and collected, will annually yield sufficient revenue to meet the Annual Installments for each series of Bonds (as such term is defined in the Service and Assessment Plan). 4. That, to its knowledge, all information supplied by the Special Assessment Consultant for use in the Limited Offering Memorandum, including Appendix B, is true and correct. 5. That, to the knowledge of the Special Assessment Consultant, as of the date of the Limited Offering Memorandum and as of the date hereof, those portions of the Limited Offering Memorandum entitled "THE ISSUER," "THE DISTRICT," "THE BONDS AND THE CITY BONDS -Trustee/Paying Agent/Registrar," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS -Pledged Revenues and Special Assessments," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS -Special Assessment Amounts and Land Values," "Valuation Analysis," "RISK FACTORS -Special Assessment Limitations," "RISK 1398996v. l LUB200/58000 ) ) FACTORS -Direct and Overlapping Indebtedness, Special Assessments and Taxes," and APPENDIX D -Service and Assessment Plan, and the other data provided by the Special Assessment Consultant and included in the Limited Offering Memorandum, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. -2- I398996v.l LUB200/58000 Dated: , 2008 MUNICAP, INC. I Signature Page for Certificate of Special Assessment Consultant HUGO REED & ASSOCIATES, INC. 1601 Avenue N Lubbock,Texas79401 May 12, 2008 Engineer's Consent Banc of America Securities. U.C City of Lubbock, Texas Vintage Township Public Facilities Corporation We consent to the inclusion of our Engineer's Study prepared December 2007 (reviewed February 5, 2008), which is included in Appendix. H to the final Limited Offering Memorandum dated April 24, 2008. for the $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project). Series 2008A and $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B, and to the reference to our firm under the caption "PROFESSIONALS" in the final Limited Offering Memorandum. HUGO REED AND ASSOCIATES, INC. By ~~ sh/oe _______ ..;._......,.......,; ____ ,,__ ....,,~-- Title._...;..e_. \I._._P._. _CJ....,· ~-----·.fT ____ o_l"l..c...5 __ _ 70289453.1/10709840 ) ) ) ) ) ) TRUSTEE'S CERTIFICATE AS TO RECEIPT OF DOCUMENTS AND FUNDS The undersigned, authorized representative of The Bank of New York Trust Company, National Association, as Trustee, hereby makes the following acknowledgments and certifications in connection with the issuance and delivery of (i) Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (Lubbock, Texas) (the "Series 2008A City Bonds" and the "Series 2008B City Bonds," respectively, and collectively, the "City Bonds") issued by the City of Lubbock, Texas (the "City") and (ii) the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Series 2008B (the "Series 2008A PFC Bonds" and the "Series 2008B PFC Bonds," respectively, and collectively the ••ppc Bonds") issued by the Vintage Township Public Facilities Corporation (the "PFC"). The undersigned hereby: 1. Acknowledges receipt from (i) Banc of America Securities LLC, as purchaser of the Series 2008A PFC Bonds, the amount of$2,149,140 representing the principal amount of the Series 2008A PFC Bonds, less an Underwriter's discount of $43,860 and (ii) a contribution from Vintage Land Company, Ltd. in the amount of$43,860. 2. Acknowledges receipt from (i) Banc of America Securities LLC, as purchaser of the Series 2008B PFC Bonds, the amount of$1,253,420 representing the principal amount of the Series 2008B PFC Bonds, less an Underwriter's discount of $25,580 and (ii) a contribution from Vintage Land Company, Ltd. in the amount of$25,580. 3. Acknowledges and certifies the application of the amounts described in paragraphs 1 and 2 hereof to the payment of the City Bonds as required by and in accordance with the instructions of the PFC attached hereto as Exhibit A. 4. Acknowledges and certifies that the amounts described in the instructions of the City attached hereto as Exhibit B have been applied in accordance with such instructions. 5. Certifies that the Initial Bonds for the PFC Bonds, registered by the Comptroller of Public Accounts of the State of Texas, were delivered to or upon the order of Banc of America Securities LLC and were duly canceled this date upon delivery of the definitive PFC Bonds to Banc of America Securities LLC through The Depository Trust Company. 6. Certifies that the Initial Bonds for the City Bonds, registered by the Comptroller of Public Accounts of the State of Texas, were delivered to or upon order of the PFC and were duly canceled this date upon delivery of the definitive City Bonds to the PFC. MAN808nJOOI 14012n_l.DOC Dallas 1401272v.1 ,, ) ) ... J DATED: M c..y 13,, 'tcoS MAN808/7\00! 1401272_1.DOC Dallas 140 I 272v. I THE BANK OF NEW YO~ NATIONAL ASSOCIATION as Trustee .., '\ ) ) ) EXHIBIT A May 13, 2008 TO: The Bank of New York Trust Company, N.A. 2001 Bryan Street, 8th Floor Dallas, Texas 75201 RE: Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project). Series 2008A and Series 2008B Ladies and Gentlemen: With reference to the captioned series of bonds (the "Bonds"), pursuant to and in compliance with the Indenture of Trust by and between The Bank of New York Trust Company, N.A. and the Vintage Township Public Facilities Corporation (the "PFC") dated May I, 2008 and the Resolution (the "Resolution") adopted by the Board of Directors of the PFC on April 24, 2008, the PFC has heretofore caused to be delivered to you, as trustee (the "Trustee"), pursuant to the Resolution and the Indenture, the Initial Bonds for the above-referenced series in fully registered form approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of Texas for delivery in accordance with the following instructions: (I) You are hereby requested to deliver the Initial Bonds to Banc of America Securities LLC as the Purchaser of the Bonds. (2) You are hereby requested to apply the proceeds of the Bonds, plus the Series 2008A and Series 2008B Developer Contribution, as follows: (a) (b) The proceeds from the sale of the Series 2008A Bonds to the Purchaser in the amount $2,149,140.00, plus the Series 2008A Developer Contribution in the amount of $43,860.00 pursuant to Section 6.2 of the Indenture, shall be deposited to the Series 2008A Clearance Account of the Clearance Fund. The proceeds from the sale of the Series 2008B Bonds to the Purchaser in the amount of $1,253,420.00, plus the Series 2008B Developer Contribution in the amount of $25,580.00 pursuant to Section 6.2 of the Indenture, shall be deposited to the Series 2008B Clearance Account of the Clearance Fund. .., .., ) ) ) (3) You are hereby requested to apply the amounts in the 2008A Clearance Account toward the payment of the City Series 2008A Bonds. (4) You are hereby requested to apply the amounts in the 2008B Clearance Account toward the payment of the City Series 2008B Bonds . (5) Upon delivery of the City Series 2008A Bonds and the City Series 2008B Bonds, you are hereby directed to retain such bonds which will have been assigned to you plll'Suant to the assignment executed on behalf of the PFC . [Execution Page Follows] -2- VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION '\ ) ) Signature Page for Letter of Instructions ) ) ) ) ) ) EXHIBITB May 13, 2008 TO: The Bank of New York Trust Company, N.A. 2001 Bryan Street, 8th Floor Dallas, Texas 75201 RE: Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (Lubbock, Texas) Ladies and Gentlemen: With reference to the captioned series of bonds {the "Bonds"), pursuant to and in compliance with the Indenture of Trust by and between The Bank of New York Trust Company, N.A. and the City of Lubbock, Texas (the "City") dated May 1, 2008 and the Bond Ordinance (the "Ordinance") adopted by the City Council of the City on April 24, 2008, the City has heretofore caused to be delivered to you, as trustee (the "Trustee"), pursuant to the Ordinance and the Indenture, the Initial Bonds for the above-referenced series in fully registered fonn approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of Texas for delivery in accordance with the following instructions: (I) You are hereby requested to deliver the Initial Bonds to Vintage Township Public Facilities Corporation as the Purchaser of the Bonds. (2) You are hereby requested to apply the proceeds of the Bonds as follows: (a) The proceeds from the sale of the Series 2008A Bonds shall be deposited as follows: (i) $61,643.80 to the 2008A Capitalized Interest Account; (ii) $2,116,441.88 to the 2008A Project Account; and {iii) $14,914.32 to the 2008A Collection Costs Account. (b) The proceeds from the sale of the Series 2008B Bonds shall be deposited as follows: {i) $128,694.65 to the 2008B Capitalized Interest Account; (ii) $995,179.84 to the 2008B Project Account; ) i ) ) (iii) $127,900.00 to the 2008B Reserve Account; and (iv) $27,225.51 to the 2008B Collection Costs Account. (3) You are hereby requested to deposit the proceeds of prepayments received on the Series 2008A Bonds in the amount of $78,992.81 to the 2008A Pledged Revenue Account and to immediately transfer such monies to the 2008A Redemption Account to be used to redeem Series 2008A Bonds on the earliest possible redemption date pursuant to the extraordinary mandatory redemption provisions of the Indenture. [Execution Page Follows] -2- ) ... J 'I CITY OF LUBBOCK By: z;:;:6/N4-- Mayor, City of Lubbock Signature Page for Letter of Instructions ) "I Real Estate Secured Finance 8300 Greensboro Drive McLean. VA 22102-3604 Di reel Dial: 703. 761.8144 Fax: 212.293.9544 CLOSING MEMORANDUM To: Financing Team From: Banc of America Securities Date: May 8, 2008 Re: c;iy Bonds: VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT Special Assessment Revenue Bonds Series 2008A (City of Lubbock, Texas) PFC Bonds: VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION Special Revenue Bonds (Vintage Township Public Improvement District) Series 2008A CUSIP: 92746VAA5 Special Assessment Revenue Bonds Series 2008B (City of Lubbock, Texas) VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION Special Revenue Bonds (Vintage Township Public Improvement District) Series 2008B CUSIP: 92746VAB3 The following is a summary and flow of funds for the closing of the above-referenced transaction. I. Schedule e,e~ctqsing Date: Time: Location: Closing Monday, May 12, 2008 10:00am CST Vinson & Elkins LLP 2001 Ross Ave Suite 3800 Dallas, TX 75201 Phone: 214.220.7941 Fax: 214.999 7941 Closing is scheduled to take place via telephone and wire transfer. Date: Tuesday, May 13, 2008 Time: Approximately 1 0:0Oam EST ) BaokofAmerica. •. II. Amount Due at Closing from Underwriter for PFC Bonds: Par Amount: $2,193,000 $1,279,000 Less: Underwriter's Discount $43,860 $25,580 Tot.al Due from Underwriter $2,149,140 $1,253,420 Ill. Payment Instructions IV. 1. Payment of purchase price by underwriters to the Trustee A. Series 2008A $2,149,140 will be wired from Banc of America Securities to Bank of New York Trust Company, N.A. on Tuesday, May 13, 2008 per the following wiring instructions: B. Series 20088 ABA # 021000018 BANK OF NEW YORK TRUST COMPANY, N.A. A/C GLA/271065 FFC TAS 184152 For Lubbock Vintage Series 2008A ATTN: Rick Adler, 214-468-5165 $1,253,420 will be wired from Banc of America Securities to Bank of New York Trust Company, N.A. on Tuesday, May 13, 2008 per the following wiring instructions: ABA # 021000018 BANK OF NEW YORK TRUST COMPANY, N.A. A/C GLA/211065 FFC TAS 184152 For Lubbock Vintage Series 2008B ATTN: Rick Adler, 274-468-5165 Banc of America Securities Contacts: WILLIAM CONEVERY 646.733.4146 Payment of Underwriter's Discount by Developer to the Trustee for the City Bonds A Series 2008A PRIOR TO CLOSING (ON 5/12/2008) $43,860 will be wired from Vintage Land Company to Bank of New York Trust Company, NA on Monday, May 12, 2008 per the following wiring instructions: 2 J B. Series 2008B ABA # 021000018 Bankof Alllerica. e ·~ BANK OF NEW YORK TRUST COMPANY, NA A/C G LA/211065 FFC TAS 184152 For Lubbock Vintage Series 2008A ATTN: Rick Adler, 214-468-5765 PRIOR TO CLOSING (ON 5/12/2008) $25,580 will be wired from Vintage Land Company to Bank of New York Trust Company, NA on Monday, May 12, 2008 per the following wiring instructions: V. Transfer of Funds ABA # 021000018 BANK OF NEW YORK TRUST COMPANY, NA A/C GLA/211065 FFC TAS 184152 For Lubbock Vintage Series 2008B ATTN: Rick Adler, 214-468-5165 A Deposit amounts received from Underwriters and Vintage Land Company to PFC Bonds Clearance Accounts: Bank of New York Trust Company NA will handle moneys wired from Banc of America SecuritiesmYi_developer contribution set forth in IV above as follows as follows: $2, 193,000.00 $1,279,000.00 8. Disbursement of Funds from PFC Bonds Clearance Account: Bank of New York Trust Company N.A. will handle moneys as follows: ". <?!{~-~!; ~: •.C."':Z ~---~--~~:-.,7.i,_. ca:; -;;· ~ • ~ ~ , ~.. --~"~.: . Project Account: $2,116,441.88 $995,179.84 Capitalized Interest Account $61,643.80 $128,694.65 Collection Costs Account: $14,914.32 $27,225.51 ReseNe Account: NA $127,900.00 Total: $2,193,000.00 $1,279,000.00 3 ') 1 i ) l 3. Developer Payment Request Bank of New York Trust Company N.A.. on the order of Vintage Land Company, Ltd. ("Developer") pursuant to a payment request will disburse the following amounts according to the invoices and wiring instructions attached as Appendix 1. BsB n,,.,. At --Frnm~ Bond Counsel. Vinson & Elkins $ 145,000.00 Developer's Counsel • Greeberq Trauriq $ 44,000.00 Underwriter's Counsel -Fulbriqht & Jaworksi $ 65,000.00 Trustee -The Bank of New York Trust Company $ 6,500.00 Trustee's Counsel -McGuire Craddock $ 7,500.00 Printer -lmaqemaster $ 5,500.00 City FA-RBC Capital Markets $ 31,083.06 , Total $ 304,583.06 IV. Other Closing Items 1. As a condition to Closing, the Developer is obligated to post either a letter of credit ("LOC") or cash to fund certain expenses. If an LOC, the LOC should be delivered to the Trustee no later than May 12. The amounts are detailed below: ~i"" 2nnstA use Amn~.mt C;n,h I LnC LnC. .. r r-.nn1;11ct Phone 9Lot $78,992.81 cash NA NA NA Pavdown1 Debt Service $219,300.00 LOC Pia insca pitaf Joe May 806.791.6853 Reserve Bank Prepayment $40,928.00 LOC PlainsCa pital Joe May 806.791.6853 Reserve Bank ~es?nrutR Use Amnunt Cash/LnC LOC Provider Contact Phone Prepayment $23,870.00 LOC PlainsCapital Joe May 806.791 6853 Reserve Bank V. Closing Upon receipt of good funds, the bonds will be credited to the account of Banc of America Securities LLC at the Depository Trust Company in New York, New York. 1 Money is to be deposited to the Series 2008A Pledged Revenue Fund and then transferred to the Series 2008A redemption account of the Redemption Fund. 4 ) i ) VINT AGE TOWNSHIP SPECIAL ASSESSMENT REVENUE BONDS SERIES 2008A CERTIFICATION OF APPROVAL FOR PAYMENT TO: THE BANK OF NEW YORK TRUST COMPANY N.A, AS TRUSTEE (THE "TRUSTEE") UNDER THE INDENTURE OF TRUST, DATED AS OF MAY 1, 2008 (THE "INDENTURE"), BETWEEN THE CITY OF LUBBOCK, TEXAS (THE "CITY") AND THE TRUSTEE. This Certification of Approval for Payment is delivered to the Trustee in accordance with Section 6.5(b) of the Indenture. Payment shall be made from the 2008A Project Account of the Project Fund established in accordance with Section 6.l(a)(iii) of the Indenture. All terms used herein which are not otherwise defined herein shall have the meaning given such terms in the Indenture and the Acquisition and Funding Agreement, dated as of May 1, 2008, as supplemented, between the City and the Developer (the "Acquisition Agreement"). The undersigned, duly authorized to act on behalf of the City, hereby certifies as follows, to-wit: ( 1) This is City Certification of Approval for Payment No.: One (2) The Amount of disbursement from the 2008A Project Account of Project Fund for the Actual Costs of an Improvement Project approved by this Certification is: $1,200,000. (3) Of the total amount of disbursement set forth in (2) above, $1,200,000 is to be paid to the Developer and represents Actual Costs of an invoice or statement previously paid by the Developer to a third party. (4) To the best knowledge of the undersigned, the Developer is not in default under (a) any agreement with the City regarding the construction of the Improvement Projects, or (b) any other contract pertaining to the Improvement Projects for which the Developer is seeking payment of the Actual Costs with Certificate of Developer No. 1. (5) The Trustee is entitled to conclusively rely on these certifications. ( 6) Payment of $1,200,000 to the Developer are hereby approved and shall be made by the Trustee. B-1 1294387v.6 LUB200/58000 "'\ .J ) ) ) l Date: 0 -\ d -0 i 1294387v.6 LUB20O/58000 CITY OF LUBBOCK, TEXAS By: B-2 ) ) ) ) CERTIFICATE OF GENERAL PARTNER OF DEVELOPER The undersigned, the sole member of Vintage Land GP, L.L.C. (the "General Partner"), a Texas limited liability company and general partner of Vintage Land Company, Ltd., a Texas limited partnership, acting solely in my official capacity, make the certifications set forth herein in connection with the issuance and delivery of the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B (collectively, the "Bonds"). I hereby certify on behalf of the General Partner that: 1. The General Partner is duly organized, validly existing and in good standing under the laws of the State of Texas. 2. Attached hereto as Exhibit "A" is a copy of ·the Articles of Organization of the General Partner, including all amendments, assignments and releases pertaining thereto and in effect on the date hereof, in each case as filed with the Secretary of State of the State of Texas. 3. Attached hereto as Exhibit "B" is a true and correct copy of the Regulations of the General Partner, including all amendments, in effect as of the date hereof. 4. Attached hereto as Exhibit "C" is a Certificate of the Comptroller of Public Accounts of the State of Texas, certifying as to the good standing status of the General Partner having no franchise tax reports or payments due as of the date hereof. Dated: May 13, 2008. VINTAGE LAND GP, L.L.C. a Texas limited liability company By:~&-J Sole Member 70303097 .1/10709840 ) ) Corporations Section P.O.Box 13697 Austin. Texas 78711-3697 EXHIBIT A Office of the Secretary of State CERTIFICATE OF ORGANIZATION OF VINT AGE LAND GP, L.L.C. FHing Number: 800550608 Roger Williams Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that Articles of Organization for the above named company have been received in this office and have been found to conform to law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Organization. Issuance of this Certificate of Organization does not authorize the use of a name in this state in violation of the rights of another under the federa] Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, ortbe common law. Dated: 09/28/2005 Effective: 09/28/2005 Phone: (512) 463-.5555 Prepared by: Dee Hams Roger Williams Secretary of State Come visit us on the internet at http://www.sos.state.tx.1JS/ Fax: (.512) 463•.5709 TIY: 7•1·1 Docwuent: J044989S0005 J ) '\ Fonn 20!i Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX:512/463-5709 Filing Fee: $200 Articles of Organization Pursuant to Article 1528n, Texas Limited Liability Company Act Article 1 -~Jame Filed in the Office of the Secretary of state of Texas FIiing #: 800550608 09/28/2005 Document#: 104498950005 Image Generated Electronically for We~ Filing A1i1cle 2 -Registered Agent and Registered Office (Select and complete either A or B ancl complete C) ·pA. The initial registered agent is an organization {cannot be company named above) by the name of: r---·---·-- i OR IRI B .. The i~-~~al registered ~~ent is a.~ individual ~ident of t~e ~tale whose na~-~ .~.s-~t _forth below: ~AUL D. STELL_ . ·F· The business address ~fthe registered agent and the registered office addre~ is: -~~!~~~~;{~:.~:.:~• ~~Ii~ ~02 ... ~~;~u-~~°.~~~ :X 79~~~ . . ... -....... __ ,,_ .. ' ----'-'-"------'-....:,.._ Article 3 -M11nagerne11t (Complete items A or B) .. : .. The limit~d .. !i~~-!i_~y CC?.~~~f .. iS ~o ~~-!!!'!."8Qed __ ~1-.'!l:8..naij~-~.: .... OR '~-~.-. TheUmit~.li~b.i.!~.Y co~~Y.. \\fill r:s.!>!_~~e ~l)~.fl~~: ~a~~Q~~~-~t ofthe_~~P~r:t-~J s reservec!.t~-~~~-~~m~.-:S· : The names and addresses of the initial members are sat forth below: :~~magtngMamber1: PAUL . D. STELL !nae: Managing Member ·ptreetAddren: 5214 68TH ~TRE~T, SUITE~ LUBBOCK TX, USA 79424 Article 4 -Du1·at1011 :fthe period of duration Is perpetual. Article 5 -Purpose he purpose for whieh tile company Is organized Is for the transaction of any and an lawful business for which limited 1 liability companies may be organized. ; Suppkniental Prov1s1011s / lnfonnat1on HERE IS NO ADDENDUM ATTACHED HERETO. attached add111nr:lurn, If any, is Incorporated herein by reference.] I Organizer ) jffiii'name and address of the organizer is sel fol1h below. · · ... ........ ... . ....................... · I\NM. MARK THOMPSON 5010 UNIVERSITY, SUITE 433, LUBBOCK, TX 79413 Effective Oate of Frlr ng ..... A.'..Ih~ dOC1Jment_ wlll become_ effective when the doeu~~ 1.s filed _by t~e.~ecretary or ~~-. . . OR " B. This document will become etredlve al a later date, which Is not more than ninety (90) days from the <late of lie filing by the IIIIGRIIBry of te. The delayed effecltVe date 19: ) Name Reservation Document Numbe1 :L ........... .. .. •-,u•••-,.• u•-~.,•--••• ... ,.,,, ••-•._. •• .,._ ... ,........ u•• ••-uo•u•~•••.,•-•• ... •••• ,..,,,. ••~•• I EXECUTION he undersigned organizat' signs thtse articlea of organlzallon aubject to the penalties Imposed by law for the submiSQlon of a false or fraudulent men!. ~IWM-MARK THOMPSON FILING OFFICE COPY ) ) ) ) ) ) ) ) EXHIBITB REGULATIONS OF VINTAGE LAND GP, LL.C., A Teus Limited Liability Company These REGULA TIONSOFVINTAGE LANDGP,LL.C.(the "Regulations''), dated as of September 28. 2005, are adopkld, executed and agreed to by the sole Member (as defined below). 1. FoT'llllllipn. VINTAGE LAND GP, L.L.C. (the "Company') has been organized as a Texas limited liability company under and pursuant to the Texas Limited Liability Company Act (the" Acf'). 2. Sole MtU11Mr. PAUL D. STELL shall be the sole member of the Company (the 11Member'). 3. ConJri/Jutions. The Member has made an initial contnbution to the capital of the Company in the amount of $1,000.00. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so. 4. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company, and (b) to enjoy all other righ~ benefits and interests in the Company. 5. Mangenumt. The management of the Company is fully reserved to the Member, and the Company shall not have "managers," as that tennis used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company. 6. Dissohltiot1. Subject to the provisions of the Articles of Orgaoimti~ the Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event descn"bed in Article 6.0l(AXS) of the Act) will cause the Company to dissolve. 7. Go11erningLaw. TIIESE REGULATIONS ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ITS CONFUCT- OF-LA WS RULES). EXECUTED as of the day and date first above written. ') ) ) Certificate of Account Status • Letter of Good Standing ElfflBIT (I (2, ~~ ~J TEXAS CoMPTROLLER Of' PUBLIC ACCOUNTS SUSAN COMBS• COMPTROLLER• AUSTIN. TEXAS 78774 THE STATE OF TEXAS COUNTY OF TRAVIS May 9, 2008 CERTIFICATE OF ACCOUNT ST ATOS I, Susan Combs, comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office VDl'l'AGB LANI) GP LL C is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due May 15, 2008, This certificate does not make a representation as to the status of the entity's registration, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for any other filing with the Texas Secretary of State. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 9th day of May 2008 A.D. Susan COmbs Texas Comptroller Taxpayer number: 32018271505 File number: O8O055O6OB Form ~4 (Rev. 12..07117) http://ecpa.cpa.state.tx.us/coa/servlet/cpa.app.coa.CoaLetter 05/09/2008 ] ... , \ Vinson&Elkins Honorable Mayor and City Council City of Lubbock 1625 13th Street Lubbock, Texas 79401 May 13, 2008 Vintage Township Public Facilities Corporation c/o City of Lubbock 1625 13th Street Lubbock, Texas 79401 The Bank of New York Trust Company, N.A. 2001 Bryan Street, 8th Floor Dallas, Texas 75201 Banc of America Securities LLC 8300 Greensboro Drive, Suite 360 McLean, Virginia 22102 $2,193,000 Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (Lubbock, Texas) $1,279,000 Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (Lubbock, Texas) Ladies and Gentlemen: We have represented the City of Lubbock, Texas (the "City") as its bond counsel in connection with the issuance of its $2,193,000 Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (Lubbock, Texas) and $1,279,000 Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (Lubbock, Texas) (collectively, the "City Bonds") pursuant to the provisions of an ordinance duly adopted by the City Council of the City (the "City Council") on April 24, 2008 (the "City Bond Ordinance") and an Indenture of Trust between the City and The Bank of New York Trust Company, N.A. dated May 1, 2008 (the "City Indenture"). Pursuant to the provisions of the City Bond Ordinance and a Bond Purchase Contract dated as of April 24, 2008 (the "Bond Purchase Contract'') between the City and the Vintage Township Public Facilities Vinson & Elkins UP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel 214.220.7700 Fax 214.220.7716 www.velaw.com '") j ") i "\ V&E Corporation (the "Public Facilities Corporation"), a public facilities corporation created by the City pursuant to Chapter 303, Texas Local Government Code, as amended, and a resolution duly adopted by the City Council on June 14, 2007 (the "PFC Creation Resolution"), the Bonds are being sold to the Public Facilities Corporation in connection with the issuance and sale by the Public Facilities Corporation of its $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B (collectively, the "PFC Bonds") secured by payments made by the City on the City Bonds. The City Bonds are authorized to be issued pursuant to Chapter 372, Texas Local Government Code, as amended (the "Act"), the City Bond Ordinance and the City Indenture. This opinion is being given pursuant to Section 8( c) of the Bond Purchase Agreement for the sale of the PFC Bonds among the City, the Public Facilities Corporation, and Banc of America Securities LLC (the "Bond Purchase Agreement"). In connection with rendering this opinion, we have reviewed the following ( collectively, the "Documents''): (a) The City Bond Ordinance; (b) The City Indenture; (c) The PFC Creation Resolution; (d) The Bond Purchase Contract; (e) The Bond Purchase Agreement; (f) The ordinance adopted by the City Council on June 26, 2007, as amended on February 14, 2008, levying special assessments on property within the District as permitted by the PID Act (such ordinance, together with the City Bond Ordinance, the "Ordinances"); (g) The resolution of the City Council, dated April 24, 2008, approving the issuance of the PFC Bonds by the Public Facilities Corporation (such resolution, together with the PFC Creation Resolution, the "Resolutions"); (h) The Acquisition and Funding Agreement (the "Development Agreement"), dated as of May 1, 2008, between the City and Vintage Land Company, Ltd., a Texas limited partnership (the "Developer"); (i) The Administration Agreement, dated as of May 1, 2008, between the City and MuniCap, Inc., as administrator (the "Administrator''); G) The Continuing Disclosure Agreement by and among the City, the Public Facilities Corporation, the Developer and the Administrator dated as of May 1, 2008; and (k) The Assessment Collection Agreement between the City and the Lubbock Central Appraisal District ("LCAD"), dated as of February 28, 2008, relating to the collection of assessments within the Vintage Township Public Improvement District by LCAD. -2- Dallas 1390963v.3 ") J V&E In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to us as copies conform to the originals. ht addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the Documents by all parties other than the City. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: 1. The City is a Texas political subdivision and has all necessary power and authority to enter into and perfonn its obligations under the Ordinances. The City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Documents and the performance of its obligations thereunder. 2. The Ordinances and the Resolutions were duly enacted by the City and remain in full force and effect on the date hereof. 3. The City Indenture and the Development Agreement were duly authorized, executed and delivered by the City and remain a legal, valid and binding obligation of the City enforceable against the City in accordance with their respective terms. However, the enforceability of the obligations of the City under the Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and (b) principles of equity, whether considered at law or in equity. 4. The perfonnance by the City of its obligations under the Docwnents will not violate any material provision of any Federal or Texas constitutional or statutory provision. 5. No further consent, approval, authorization or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Documents. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Very truly yours, -3- Dallas I 390963v.2 ') '\ Vinson&Elkins May 13, 2008 VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINTAGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT PROJECT) SERIES 2008A WE HA VE represented the Vintage Township Public Facilities Corporation (the "Issuer"), as its bond counsel in connection with the issuance of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A, in an aggregate principal amom1t of$2,193,000 (the "Bonds''). In such capacity, we have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. The scope of our engagement as bond counsel extends solely to an examination of the facts and law incident to rendering the opinions specifically expressed herein. The Bonds have been authorized and issued pursuant to Texas Local Government Code, Chapter 303, as amended (the "Act"), and a Resolution adopted by the Issuer on April 24, 2008 (the "Resolution"). The Bonds are issued pursuant to a Trust Indenture, dated as of May 1, 2008, by and between the Issuer and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee") (the "Indenture"). Unless the context clearly indicates otherwise, each capitalized term used in this opinion shall have the same meaning as set forth in the Indenture. The Bonds are being issued pursuant to the Act and the Resolution for the purpose of assisting with the financing of certain public improvements related to the Vintage Township Public hnprovement District (the "District"), created pursuant to a resolution of the City Com1cil of the City of Lubbock, Texas (the "City") adopted on January 12, 2007. The proceeds of the Bonds will be used to acquire the City's Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (the "City's Bonds") issued for the purpose of financing certain public improvements related to the District. We express no opinion herein regarding the accuracy, adequacy or completeness of the Limiting Offering Memorandum relating to the Bonds. Vinson & Elkins UP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston Londoo Moscow NewYor1< Shanghai Tok)'o Washington Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel 214.220.7700 Fax 214.220.7716 www.velaw.eom .J ..., 'I '\ ) ) Vinson&Elkins As to questions of fact material to our opinion, we have relied on representations of the Issuer, the Developer, the Financial Advisor, the City and the Underwriter, the certified proceedings and other certificates of public officials furnished to us without undertaking to verify the same by independent investigation. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We do not express any opinion herein concerning any law other than the law of the State of Texas and the federal law of the United States of America . Based on the foregoing, we are of the opinion that, under existing Texas and federal law and as of the date hereof: 1. The Resolution has been validly enacted by the Issuer and has not been amended, rescinded or revoked and is in full force and effect. 2. The Indenture has been duly authorized, executed and delivered by the Issuer and assuming the due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Issuer and, subject to the qualifications stated below, is enforceable upon the Issuer. 3. The Issuer is duly authorized and entitled to issue the Bonds. The Bonds, executed and authenticated as provide in the Indenture, have been duly and validly issued by the Issuer and constitute valid and binding special obligations of the Issuer, payable solely from the payments received by the Issuer as debt service on the City's Bonds and from certain funds held by the Trustee under the Indenture. The Bonds are entitled to the benefit and security of the Indenture to the extent provided therein. 4. As provided in the Act, the Bonds do not constitute a general obligation of the Issuer or a pledge of the Issuer's full faith and credit or taxing power. The issuer is not obligated to pay the Bonds or the interest thereon except from the payments received in connection with the City's Bonds, and to the extent provided in the Indenture, from moneys on deposit in certain funds and accounts created by the Indenture. The right of the owners of the Bonds are subject to the applicable provisions of the federal bankruptcy laws and any other similar laws affecting the rights of creditors of political subdivisions generally, and may be limited by general principles of equity which permit the exercise of judicial discretion. -2- 1359030v.2 LUB200/58000 ') ., ' ' ) Vinson&Elkins IT IS OUR FURTHER OPINION THAT: (1) Interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes under existing law; (2) The Bonds are not ''private activity bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"), and interest on the Bonds is not subject to the alternative minimum tax on individuals and corporations, except that interest on the Bonds will be included in the "adjusted current earnings" of a corporation ( other than an S corporation, regulated investment company, REIT, REMIC or F ASIT) for purposes of computing its alternative minimum tax. In providing such opinions, we have relied on representations of the Issuer, the City and the Underwriter of the Bonds with respect to matters solely within the knowledge of the Issuer, the City and the Underwriter, respectively, which we have not independently verified, and have assumed continuing compliance with the covenants in the Indenture pertaining to those sections of the Code that affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If such representations are determined to be inaccurate or incomplete or the Issuer fails to comply with the foregoing provisions of the Indenture, interest on the Bonds could become includable in gross income from the date of original delivery, regardless of the date on which the event causing such inclusion occurs. Except as stated above, we express no opinion as to any federal, state or local tax consequences resulting from the receipt or accrual of interest on, or acquisition, ownership or disposition of, the Bonds. Owners of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income t.ax consequences to financial institutions, life insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, taxpayers owning an interest in a FASIT that holds tax-exempt obligations and individuals otherwise qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States may be subject to the ''branch profits tax" on their effectively-connected earnings and profits (including tax-exempt interest such as interest on the Bonds). The opinions set forth above are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. The Service has an ongoing audit -3 - I 359030v.2 LUB200/58000 \ ) ) '\ Vinson&Elkins program to detennine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given whether or not the Service will commence an audit of the Bonds. If an audit is commenced, in accordance with its current published procedures the Service is likely to treat the Issuer as the taxpayer. We observe that the Issuer has covenanted in the Indenture not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, may result in the treatment of interest on the Bonds as includable in gross income for federal income tax purposes. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Very truly yours, -4- 1359030v.2 LUB200/5&000 No Text Vinson&Elkins May 13, 2008 VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION SPECIAL REVENUE BONDS (VINT AGE TOWNSHIP PUBLIC IMPROVEMENT DISTRICT PROJECT) SERIES 2008B WE HA VE represented the Vintage Township Public Facilities Corporation (the "Issuer"), as its bond counsel in connection with the issuance of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B, in an aggregate principal amount of $1,279,000 (the "Bonds"). In such capacity, we have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. The scope of our engagement as bond counsel extends solely to an examination of the facts and law incident to rendering the opinions specifically expressed herein. The Bonds have been authorized and issued pursuant to Texas Local Government Code, Chapter 303, as amended (the "Act"), and a Resolution adopted by the Issuer on April 24, 2008 (the "Resolution"). The Bonds are issued pursuant to a Trust Indenture, dated as of May 1, 2008, by and between the Issuer and The Bank of New York Trust Company, N.A., as Trustee (the ''Trustee") (the "Indenture"). Unless the context clearly indicates otherwise, each capitalized term used in this opinion shall have the same meaning as set forth in the Indenture. The Bonds are being issued pursuant to the Act and the Resolution for the purpose of assisting with the financing of certain public improvements related to the Vintage Township Public Improvement District (the "District"), created pursuant to a resolution of the City Council of the City of Lubbock, Texas (the "City'') adopted on January 12, 2007. The proceeds of the Bonds will be used to acquire the City's Vintage Township Public hnprovement District Special Assessment Revenue Bonds, Series 2008B (the ''City's Bonds'') issued for the purpose of financing certain public improvements related to the District. We express no opinion herein regarding the accuracy, adequacy or completeness of the Limiting Offering Memorandum relating to the Bonds. As to questions of fact material to our opinion, we have relied on representations of the Issuer, the Developer, the Financial Advisor, the City and the Underwriter, the certified Vinson & Elkins UJI Attorney& at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201 ·2975 Tel2t4.220.noo Fax2t4220.nts --.valaw.com '\ Vinson&£lkins proceedings and other certificates of public officials furnished to us without undertaking to verify the same by independent investigation. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We do not express any opinion herein concerning any law other than the law of the State of Texas and the federal law of the United States of America. Based on the foregoing, we are of the opinion that, under existing Texas and federal law and as of the date hereof: 1. The Resolution has been validly enacted by the Issuer and has not been amended, rescinded or revoked and is in full force and effect. 2. The Indenture has been duly authorized, executed and delivered by the Issuer and assuming the due authorization, execution and delivery thereof by the Trustee, constitutes the valid and binding obligation of the Issuer and, subject to the qualifications stated below, is enforceable upon the Issuer. 3. The Issuer is duly authorized and entitled to issue the Bonds. The Bonds, executed and authenticated as provide in the Indenture, have been duly and validly issued by the Issuer and constitute valid and binding special obligations of the Issuer, payable solely from the payments received by the Issuer as debt service on the City's Bonds and from certain funds held by the Trustee under the Indenture. The Bonds are entitled to the benefit and security of the Indenture to the extent provided therein. 4. As provided in the Act, the Bonds do not constitute a general obligation of the Issuer or a pledge of the Issuer's full faith and credit or taxing power. The issuer is not obligated to pay the Bonds or the interest thereon except from the payments received in connection with the City's Bonds, and to the extent provided in the Indenture, from moneys on deposit in certain funds and accounts created by the Indenture. The right of the owners of the Bonds are subject to the applicable provisions of the federal bankruptcy laws and any other similar laws affecting the rights of creditors of political subdivisions generally, and may be limited by general principles of equity which pennit the exercise of judicial discretion. -2- I 365 I 80v.2 LUB200/58000 Vinson&Elkins IT IS OUR FURTHER OPINION THAT: ( 1) Interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes under existing law; (2) The Bonds are not "private activity bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"), and interest on the Bonds is not subject to the alternative minimum tax on individuals and corporations, except that interest on the Bonds will be included in the "adjusted current earnings" of a corporation (other than an S corporation, regulated investment company, REIT, REMIC or F ASIT) for purposes of computing its alternative minimum tax. In providing such opinions, we have relied on representations of the Issuer, the City and the Underwriter of the Bonds with respect to matters solely within the knowledge of the Issuer, the City and the Underwriter, respectively, which we have not independently verified, and have assumed continuing compliance with the covenants in the Indenture pertaining to those sections of the Code that affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. If such representations are determined to be inaccurate or incomplete or the Issuer fails to comply with the foregoing provisions of the Indenture, interest on the Bonds could become includable in gross income from the date of original delivery, regardless of the date on which the event causing such inclusion occurs. Except as stated above, we express no opinion as to any federal, state or local tax consequences resulting from the receipt or accrual of interest on, or acquisition, ownership or disposition of, the Bonds. Owners of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, life insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, taxpayers owning an interest in a FASIT that holds tax-exempt obligations and individuals otherwise qualifying for the ea.med income credit. In addition, certain foreign corporations doing business in the United States may be subject to the ''branch profits tax" on their effectively-connected earnings and profits (including tax-exempt interest such as interest on the Bonds). The opinions set forth above are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We asswne no duty to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. The Service has an ongoing audit -3- 1365180v.2 LUB200/58000 ) Vinson&Elkins program to detennine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given whether or not the Service will commence an audit of the Bonds. If an audit is commenced, in accordance with its current published procedures the Service is likely to treat the Issuer as the taxpayer. We observe that the Issuer has covenanted in the Indenture not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, may result in the treatment of interest on the Bonds as includable in gross income for federal income tax purposes. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Very truly yours, -4- 1365180v.2 LUB200/58000 j ) Vinson&Elkins Honorable Mayor and City Council City of Lubbock 1625 13th Street Lubbock, Texas 79401 May 13, 2008 Vintage Township Public Facilities Corporation c/o City of Lubbock 1625 13th Street Lubbock, Texas 79401 Banc of America Securities LLC 8300 Greensboro Drive, Suite 360 McLean, Virginia 22102 Vintage Township Public Improvement District Special Assessment Revenue Bonds Series 2008A and Series 2008B (Lubbock, Texas) Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Series 2008B Ladies and Gentlemen: We have represented the City of Lubbock, Texas (the "City") as its bond counsel in connection with the issuance of its Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (Lubbock, Texas) (collectively, the "City Bonds") pursuant to the provisions of an ordinance duly adopted by the City Council of the City (the "City Council") on April 24, 2008 (the "City Bond Ordinance") and an Indenture of Trust between the City and The Bank of New York Trust Company, N.A. dated May 1, 2008 (the "City Indenture"). Pursuant to the provisions of the City Bond Ordinance and a Bond Purchase Contract dated as of April 24, 2008 (the "Bond Purchase Contract") between the City and the Vintage Township Public Facilities Corporation (the "PFC"), a public facilities corporation created by the City pursuant to Chapter 303, Texas Local Government Code, as amended, and a resolution duly adopted by the City Council on June 14, 2007 (the "PFC Creation Resolution''), the Bonds are being sold to the Public Facilities Corporation in connection with the issuance and sale by the Public Facilities Corporation of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B (collectively, the "PFC Bonds") secured by payments made by the City on the City Bonds. The PFC Bonds are issued pursuant to the provisions of an Vinson & Elkin$ LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington Dallas J401152v. l Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel 214.220.TTOO Fb 214.220.TT16 www.velaw.com ) ) ') V&E ordinance duly adopted by the PFC on April 24, 2008 (the "PFC Resolution") and an Indenture of Trust between the PFC and The Bank of New York Trust Company, N.A. dated May I, 2008 (the "PFC Indenture''). This opinion is being given pursuant to Section 8(b) of the Bond Purchase Agreement for the sale of the PFC Bonds among the City, the PFC and Banc of America Securities LLC (the "Bond Purchase Agreement"). In connection with rendering this opinion, we have reviewed the following: (a) The City Bond Ordinance; (b) The City Indenture; (c) The PFC Creation Resolution; (d) The Bond Purchase Contract; (e) The Bond Purchase Agreement; (f) The ordinance adopted by the City Council on June 26, 2007, as amended on February 14, 2008, levying special assessments on property within the District as permitted by Chapter 372, Texas Local Government Code, as amended; (g) The resolution of the City Council, dated April 24, 2008, approving the issuance of the PFC Bonds by the PFC; (h) The Acquisition and Funding Agreement (the "Development Agreement"), dated as of May 1, 2008, between the City and Vintage Land Company, Ltd., a Texas limited partnership (the "Developer"); (i) The PFC Resolution; (j) The PFC Indenture; (k) The Preliminary Limited Offering Memorandwn for the PFC Bonds, dated April 10, 2008 and the final Limited Offering Memorandum, dated April 24, 2008 (collectively, the "Limited Offering Memorandum"); (1) such other agreements, documents, certificates, opinions, letters, and other papers as we have deemed necessary or appropriate in rendering the opinions set forth below. In making our review, we have asswned the authenticity of all documents and agreements submitted to us as originals, conformity to the originals of all documents and agreements submitted to us as certified or photostatic copies, the authenticity of the originals of such latter docwnents and agreements, and the accuracy of the statements contained in such documents. -2- Dallas J401152v.l ) ) V&E Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, we are of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof: I . The City Bonds and the PFC Bonds are not subject to the registration requirements of the Securities Act of I 933, as amended (the "Securities Act"), and the City Indenture and the PFC Indenture are exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 2. Except as to the extent noted herein, we have not verified and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum. We have, however, reviewed the statements and information in the Limited Offering Memorandum under the captions "THE ISSUER," "THE DISTRICT," "THE BONDS AND THE CITY BONDS" (other than under the subheadings "Book-Entry System" and "The Trustee/Paying Agent Registrar"), ''TAX MATTERS," "LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE," Appendices A, Band F, as well as the description of the security for the Bonds contained under the caption "SECURITY AND SOURCE OF PAYMENT FOR THE BONDS" (except for the information under the subheadings "Collection Procedures," "Investment Authority and Investment Practices of the Issuer," "Special Assessment Amounts and Land Values") and we are of the opinion that the information relating to the Bonds and the City Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds and the City Bonds, such information conforms to the City Indenture and the PFC Indenture, as applicable. This opinion is furnished solely for your benefit and may be relied upon only by the addresses hereof or anyone to whom specific permission is given in writing by us. -3- Dallas 1401152v. I ') ) Greenberg Traurig Honorable Mayor and City Council City of Lubbock 1625 13th Street Lubbock, Texas 79401 Banc of America Securities LLC Real Estate Secured Finance 8300 Greensboro Drive, Suite 275 McLean, Virginia 22102 The Bank of New York Trust Company, N.A. 2001 Bryan Street 8th Floor Dallas, Texas 75201 Vinson & Elkins, LLP Trammel Crow Center 200 I Ross A venue Suite 3700 Dallas, Texas 75201-2975 May 13, 2008 $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds Ladies and Gentlemen: (Vintage Township Public Improvement District Project) Series 2008A $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public lmprovement District Project) Series 2008B We have acted as special counsel for Vintage Land Company, Ltd. (the "Company"), a Texas limited partnership, in connection with the issuance and sale by the Vintage Township Public Facilities Corporation (the "Issuer") of its Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B ( collectively, the "Bonds") pursuant to an Indenture of Trust dated as of May 1, 2008 (the "Indenture"), by and between the Issuer and The Bank of New York Trust Company, N.A., Dallas, Texas, as trustee (the "Trustee"). Proceeds from the sale of the Bonds will be used for the purpose of providing funds to purchase the "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (Lubbock, Texas)" and "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (Lubbock, Texas)" (collectively, the City Bonds") in order to GreenbergTraurig, P.A. I Attorneys at Law I 1221 Brickell Avenue I Miami. FL 33131 I Tel 305.579.0500 I Fax 305.579.Q717 I www.gtlaw.com ) '\ ) ) \ Honorable Mayor and City Council City of Lubbock Banc of America Securities LLC The Bank of New York Trust Company, N.A. Vinson & Elkins, LLP May 13, 2008 Page 2 of 5 assist the City of Lubbock, Texas (the "City'') in financing certain public infrastructure improvements in the district known as "Vintage Township Public Improvement District" (the "District"), located in the City, pursuant to a Acquisition and Funding Agreement dated as of May 1, 2008 (the "Development Agreement"), by and between the City and the Company. The Bonds are being sold to Banc of America Securities LLC (the "Underwriter"), pursuant to that certain Bond Purchase Agreement dated April 24, 2008 (the "Bond Purchase Agreement"), by and among the City, the Issuer, and the Underwriter. This opinion is being delivered pursuant to Section 8(e) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. In our capacity as special counsel to the Company, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents being executed, entered into and/or issued, as the case may be, in connection with the issuance of the Bonds and the City Bonds (collectively, the "Documents"): (1) The Indenture; (2) The City Indenture; (3) The City Resolution; (4) The Development Agreement; (5) The form of the Bonds; (6) The Declaration of Conditions, Covenants and Restrictions; (7) The Continuing Disclosure Agreement; and (8) The Bond Purchase Agreement. (b) A certificate of the Company dated as of the closing date certifying as to (i) the Company's Limited Partnership Agreement, as amended, as in effect as of, the date hereof (the "Company Basic Documents"); (ii) the due execution and approval by the Company of the Company Documents; and (iii) certain other matters; (c) (d) The Preliminary Limited Offering Memorandum dated April 10, 2008; The final Limited Offering Memorandum dated April 24, 2008; and Greenberg Traurlg, P.A. "\ 'I Honorable Mayor and City Council City of Lubbock Banc of America Securities LLC The Bank of New York Trust Company, N.A. Vinson & Elkins, LLP May 13, 2008 Page 3 of 5 ( e) Such other documents, records, agreements and certificates of the Company and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In basing the opinions and other matters set forth herein on "our knowledge," the words "our knowledge" signify that, in the course of our representation of the Company as special counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words "our knowledge" and similar language used herein are intended to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel. In rendering the opinions set forth herein, we have assumed, without independent investigation, that (i) all persons other than the Company have duly and validly executed and delivered each instrument, document, and agreement constituting a Document or executed in connection therewith to which such party is a signatory, and each such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with the tenns thereof; (ii) each person executing any such instrument, document, or agreement other than the Company is duly authorized and has the legal power to do so; (iii) each natural person executing any such instrument, document, or agreement is legally competent to do so; (iv) there are no oral or written modifications of, or amendments to, the Documents, and there has been no waiver of any of the provisions thereof, by actions or conduct of the parties or otherwise; (v) all representations of fact set forth in the Documents are complete and accurate, insofar as such facts pertain to the subject matter of the opinions rendered hereby; and (vi) all documents submitted to us as originals are complete and authentic, all documents submitted to us as certified, conformed or photostatic copies confonn to the original documents, all signatures on all documents submitted to us for examination are genuine, and all public records and certificates of public officials are accurate and complete. Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. Based upon the Certificate of Good Standing from the State of Texas, the Company is a limited partnership existing and in good standing under the laws of the State of Texas. 2. The Company is a Texas limited partnership, duly formed and validly existing under the laws of the State, with full rights, power and authority to execute, deliver and perform its obligations under the Continuing Disclosure Agreement, the Development Agreement, and Declaration of Conditions, Covenants and Restrictions (collectively, the "Company Documents") .. 3. The Company has the power to execute, deliver and perform its obligations under each of the Company Documents and has taken all necessary actions to authorize the execution and delivery by it of such Company Documents and the performance by it of such obligations. Green berg T rau rig, P.A. ) ) ) Honorable Mayor and City Council City of Lubbock Banc of America Securities LLC The Bank of New York Trust Company, N.A. Vinson & Elkins, LLP May 13, 2008 Page 4 of5 4. The e,.ecution, delivery and perfonnance by the Company of the Company Documents and compliance by the Company with the terms and provisions thereof, will not: (i) to our knowledge, violate any provision of any existing law, statute, rule or regula1 ion applicable to the Company by reason of the general conduct of its business and operat: on of its assets; or (ii) in any material respect contravene or conflict with the Company Documents. 5. To om knowledge, no consent, approval, authorization or other action by, or filing with, any governmental bO<i y is required for the execution and delivery by the Company of the Company Documents or the performance of its obligations thereunder, other than as are required to be performed with respect to the finmcing transaction evidenced thereby, or if required, and not otherwise obtained, with respect to which the requisite consent, approval or authorization has been obtained, the requisite filing has been accom ,Ii shed the requisite action has been taken or the receipt at or prior to the date required therefor. 6. The C lmpany has duly executed and delivered each of the Company Documents, and each of such Com pan:· Documents constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 7. The ir formation set forth in the Limited Offering Memorandum under the captions "LAND DEVELOPMENT", "THE DEVELOPER", and "THE ACQUISITION AND FUNDING AGREEMENT", fair!) and accurately presents the information purported to be shown therein and (except for Appendices C, E H and I as well as any financial, engineering and statistical data contained therein or included therein by ref,rence, as to which we express no view) as of the date hereof, nothing has come to the attention of those : ndividuals working on this matter on behalf of this firm which would lead us to believe that such info1 mat ion contains an untrue statement of a material fact or that such infonnation omits to state a materi~ l fact required to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. We express n > opinion about whether (i) the property in which the Development will be constructed is zoned : md platted to permit the construction of the Development as described in the Limited Offering Menorandum and whether (ii) there are any actions, suits or proceedings pending against the Company i11 any court of law or equity, or before or by any governmental instrumentality with respect to (a) its organ .zation or existence; (b) its ability to execute or deliver the Company Documents; ( c) the validity or enfo ·ceability against it of such Company Documents or the transactions contemplated thereby; ( d) the titles of its officers executing the Company Documents; or ( e) the execution and delivery of the Company Docm nents on behalf of the Company. We refer you to the opinion of Baker Brown & Thompson, a Professio 1al Corporation, delivered simultaneously with this opinion as to such matters. In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth abov ! are subject to the following assumptions and qualifications: Greenberg T raurig, P.A. ) ) Honorable Mayor and City Council City of Lubbock Banc of America Securities LLC The Bank of New York Trust Company, N.A. Vinson & Elkins, LLP May 13, 2008 Page 5 of5 (a) We have not examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation. (b) We have relied upon the Company Certificate and the Company Basic Documents, as well as the representations of the Company contained in the Company Documents, with respect to certain facts material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein. ( c) Our opinion delivered pursuant to Paragraph 6 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors' rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive relief and concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). ( d) Except for the Company Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Company is a party or by which the Company is or may be bound. ( e) The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas, excluding the principles of conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, we do no purport to be experts in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. (f) This letter is strictly limited to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters. (g) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever concerning the status of title to any real or personal property. This opinion is furnished to you solely in connection with the transactions, for the purposes, and on the tenns described above and may not be relied upon by you for any other purpose or by any other person in any manner or for any purpose. Very truly yours, ~;~f/J. Greenberg Traurig. P.A. No Text ) ') ) ) • I l ' LAW OFFICES OF BAKERBROWN &THOMPSON Norton Baker Deborah Brown• Wm. Marie Thompson Kacey Stevens A PROFESSIONAL CORPORATION PLAINSCAPITAL BANK BLDG.-SUITE 433 5010 UNIVERSITY A VENUE LUBBOCK, TEXAS 794 l3 * Board Certified Estate Planning and Probate Law 1i,xus &>tml ,'{ L•tal Speciali=alkm Honorable Mayor and City Council City of Lubbock 1625 13th Street Lubbock, Texas 79401 Banc of America Securities LLC Real Estate Secured Finance 8300 Greensboro Drive, Suite 275 McLean, Virginia 22102 (806) 792-10 14 Facsimile (806) 792-0894 E-Mail: mthompson@bbtwlaw.com May 13, 2008 The Bank of New York Trust Company, N.A. 200 I Bryan Street 8th Floor Dallas, Texas 75201 Vinson & Elkins, LLP Trammel Crow Center 2001 Ross A venue Suite 3700 Dallas, Texas 75201-2975 $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B \\Kalhl .. n\l<athl..,,_e\WJU<ISTELL\PID Opinion L<tte<.wpd Edward R. Smith (Retired) 0. V. Scott (Retired) , 1 I 1 ... ) ) City of Lubbock, et al May 13, 2008 Pagel Ladies and Gentlemen: We have acted as special local counsel for Vintage Land Company, Ltd. (the .. Company"), a Texas limited partnership, solely for the purpose of rendering this opinion in connection with the issuance and sale by the Vintage Township Public Facilities Corporation (the ''Issuer") ofits Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Vintage Township Public Facilities Coiporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008B (collectively, the .. Bonds") pursuant to an Indenture of Trust dated as of May 1, 2008 (the "Indenture"), by and between the Issuer and The Bank ofNew York Trust Company, N.A., Dallas, Texas, as trustee ( the "Trustee''). We have not otherwise represented or advised the Company or any other person with respect to any matters relating to such transactions. We have been advised that proceeds from the sale of the Bonds will be used for the pwpose of providing funds to purchase the "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A (Lubbock, Texas)" and "Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008B (Lubbock, Texas)" ( collectively, the City Bonds") in order to assist the City of Lubbock, Texas (the "City") in financing certain public infrastructure improvements in the district known as "Vintage Township Public Improvement District" (the "District''), located in the City, pursuant to a Acquisition and Funding Agreement dated as of May 1, 2008 (the "Development Agreement"), by and between the City and the Company. We have been advised that Bonds are being sold to Banc of America Securities LLC (the «underwriter''), pursuant to that certain Bond Purchase Agreement dated April 24, 2008 ( the "Bond Purchase Agreement''), by and among the City, the Issuer, and the Underwriter. This opinion is being delivered pursuant to Section 8( e) of the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement. In our capacity as special local counsel to the Company, and for puiposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) The following documents being executed, entered into and/or issued, as the case may be, in connection with the issuance of the Bonds and the City Bonds (collectively, the "Documents"): (1) The Indenture; (2) The City Indenture; (3) The City Resolution; (4) The Development Agreement; 1\KaJhleen\kethleen_c\WRK\S~LL\PID Opinion Lffle<_wpd '\ ) ) ) City of Lubbock, et al May 13, 2008 Page3 (5) The form of the Bonds; ( 6) The Declaration of Conditions, Covenants and Restrictions; (7) The Continuing Disclosure Agreement; and (8) The Bond Purchase Agreement. (b) A certificate of the Company dated as of the closing date certifying as to (i) the Company's Limited Partnership Agreement, as amended, as in effect as of, the date hereof (the "Company Basic Documents"); (ii) the due execution and approval by the Company adopted as of the closing date of the Company Documents; and (iii) certain other matters; ( c) The Preliminary Limited Offering Memorandum dated April 10, 2008; (d) The final Limited Offering Memorandum dated April 24, 2008; and ( e) Such other documents, records, agreements and certificates of the Company and such other parties as we have deemed necessary or appropriate to enable us to render the opinions expressed below. In basing the opinions and other matters set forth herein on "our knowledge," the words "our knowledge" signify that, in the course of our representation of the Company as special counsel, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the docwnents, certificates, reports and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have w1dertaken no independent investigation or certification of such matters. The words "our knowledge" and similar language used herein are intended to be limited to the .knowledge of the attorneys within our finn who have worked on the matters contemplated by our representation as special counsel. In rendering the opJruons set forth herein, we have assumed, without independent investigation1 that (i) all persons other than the Company have duly and validly executed and delivered each instrument, document, and agreement constituting a Document or executed in connection therewith to which such party is a signatory, and each such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with the terms thereof; (ii) each person executing any such instrument, document, or agreement other than the Company is duly authorized and has the legal power to do so; (iii) each natural person executing any such instrument, document, or agreement is legally competent to do so; (iv) there are no oral or written modifications of, or amendments to, the Documents, and there has been no waiver of any of the provisions thereof, by actions or conduct of the parties or otherwise; (v) all representations of fact set forth in the Documents are complete and accurate, insofar as such facts pertain to the subject "I ) ) Citv of Lubbock, ct al May 13,2008 Pagc.4 matter of the opinions rendered hereby; and (vi) all documents submitted to us as originals are complete and authentic, all documents submitted to us as certified, conformed or photostatic copies conform to the original documents, all signatures on all documents submitted to us for examination are genuine, and all public records and certificates of public officials are accurate and complete. Based solely upon the foregoing. and subject to the assumptions and limitations set forth herein, we are of the opinion that: 1. Based solely upon the Company Certificate, there are no actions, suits or proceedings pending against the Company in any court of law or equity, or before or by any governmental instrumentality with respect to (i) its organization or existence; (ii) its ability to execute or deliver the Company Docwuents; (iii) the validity or enforceability against it of such Company Documents or the transactions contemplated thereby; (iv) the titles of its officers executing the Company Documents; or ( v) the execution and delivery of the Company Documents on behalf of the Company. 2. No taxes or other charges. including, without limitatio°' intangible or documentary stamp taxes. mortgage or recording taxes, transfer taxes or similar charges, are payable to the State of Texas by the Company on account of its execution or delivery of any of the Company Documents or the creation of the indebtedness evidenced or secured by any of the Company Documents or the recording or filing of any of the Company Documents, except for normal filing or recording fees. 3. Based solely on the Company Certificate and our knowledge, the execution and delivery of the Company Documents, do not, and the transactions contemplated thereby may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not conflict with or constitute a breach of or default under any loan agreement, indenture, bond note, resolution, agreement or other instrument to which the Company is a party or is otherwise subject which violation, breach or default would in our opinion materially adversely affect the Company or the transactions contemplated by the Docwnents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge or other security interest or encwnbrance of any nature whatsoever upon any of the property or assets of the Company. except as expressly contemplated by the Documents ( a) under the terms of any such law, administrative regulation,j udgment or decree or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument. The infonnation set forth in the Limited Offering Memorandwn under the caption .. LITIGATION -The Developer'' fairly and accurately presents the information purported to be shown therein as of the date hereof, nothing has come to our attention which would lead us to believe that such information contains an untrue statement of a material fact or that such information omits to state a material fact required to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the extent that any of the foregoing opinions are based on our knowledge, the words "our knowledge" signify that, in the course of our representation of the Company, no facts have come to \ll(athlmillcathl ... _ c\WRK\STELL\l'ID Opinion Len.,..wpd ) City of Lubbock, ct al May 13, 2008 Page 5 our attention that would give us actual knowledge or actual notice that any such opinions are not accurate. Except as otherwise expressly stated in this opinion, we have undertaken no investigation or verification of any matters upon which such opinions are based. Further, references to "our knowledge11 are limited to the actual knowledge of the attorney executing this opinion who is the only attorney within our firm who has been directly involved in representing the Company in connection with the matters described herein and who has knowledge of the affairs of the Company. In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have relied upon the Company Certificate and the Company Basic Documents, as well as the representations of the Company contained in the Company Documents, with respect to certain facts material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein. (b) Except for the Company Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Company is a party or by which the Company is or may be bound. ( c) The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas, excluding the principles of conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, we do no purport to be experts in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein. ( d) This letter is strictly limited to the matters expressly set forth herein and no statements or opinions should be inf erred beyond such matters. (e) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever concerning the status of title to any real or personal property. This opinion is furnished to you solely in connection with the transactions, for the purposes, and on the terms described above and may not be relied upon by you for any other purpose or by any other person in any manner or for any purpose. \IKotht.,,.IJCJllhlOCll_ e\WRK\STEJ..L\PID Opinion L<ner.wpd "\ . ' City of Lubbock, ct al May 13, 2008 Page6 w:~YMvl.__ Wm. Mark Thompson WMT/kw ' J \\Katltle<n\kathlce,,_ c\WRK\STEU\J>ID Opinion L<tt.,,wpd '.) ) "I 500 N. AKARD, SUITE 3550 LINCOLN PLAZA DALLAS, TExAS 75201 www.mcslaw.com May 13, 2008 TELEPHONE: 214.954.6800 TELECOPIER; 214.954.6863 Honorable Mayor and City Council City of Lubbock, Texas The Bank of York Trust Company, N .A. 2001 Bryan Street, Floor 8 1625 13th Street Lubbock, Texas 79401 Vintage Land Company, Ltd. 11410 Trafalgar A venue Lubbock, Texas 79424 Dallas, Texas 75201 Re: Vintage Township Public Improvement District Special Assessment Revenue Bonds Series 2008A and Series 2008B (Lubbock, Texas) (the "Bonds") Ladies and Gentlemen: We have acted as special counsel to The Bank of New York Trust Company, N.A., a national banking association, in its capacity as Trustee pursuant to that certain Indenture of Trust dated May 1, 2008, by and between the City of Lubbock, Texas and the Trustee (the "Indenture"). In connection with the foregoing, we have reviewed such documents, and matters of law and fact as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have also examined the Trustee1s Articles of Incorporation, Bylaws, and account acceptance documents pertaining to the Bonds. We have also examined and relied upon originals or photostatic or certified copies of such instruments, certificates and other documents, and have conducted such investigations of law as we have deemed necessary or appropriate for purposes of giving the opinions hereinafter expressed. In making such examination we have assumed (i) the genuineness of all signatures other than signatures on behalf of the Trustee, and the authenticity of all documents submitted to us as copies, (ii) the due authorization, execution, delivery and performance of the Indenture by each party thereto other than the Trustee, and that each party to the Indenture, other than the Trustee, has the full power, authority and legal right to execute and deliver the Indenture, and that the Indenture constitutes the legal, valid and binding obligation of each party thereto, other ) ) "I ) J May 13, 2008 Page 2 than the Trustee, enforceable against such party in accordance with its terms. As to the matters of fact material to the opinions hereinafter set forth, we have relied solely upon representations made in the Indenture and the statements and certificates furnished to us by the Trustee. Based upon and subject to the foregoing, we are of the opinion that: 1. The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America duly qualified to exercise trust powers and eligible to act as Trustee under the Indenture, and has full corporate right, power and authority to accept the trusts contemplated by and to perform all duties and obligations on its part to be performed and to take all actions required or permitted on its part to be taken under and pursuant to the Indenture. 2. The Trustee has duly authorized the acceptance of the trusts contemplated by the Indenture, has duly accepted the duties and obligations of Trustee thereunder, has duly authorized, executed and delivered the Indenture and has authenticated the Bonds. The duties and obligations of· the Trustee under the Indenture constitute valid, legal and binding obligations of the Trustee enforceable in accordance with their terms except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity). 3. To the best of our knowledge after due inquiry, all approvals, consents, authorizations, elections and orders of or filing or registrations with any governmental authority, agency, board or commission having jurisdiction in the matter which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Trustee of its duties and obligations under the Indenture have been obtained and are in full force and effect. 4. The acceptance of the duties and obligations of the Trustee under the Indenture, the execution and delivery of the Indenture and the performance or the consummation of the transactions on the part of the Trustee contemplated in the Indenture and the compliance by the Trustee with the terms, conditions and provisions of such document have been duly authorized by all necessary corporate action on the part of the Trustee and do not contravene the Trustee's Articles of Incorporation or Bylaws, or, to the best of our knowledge after due inquiry, any provision of applicable law or regulation or any order, decree, writ or injunction and, to the best of our knowledge after due inquiry, do not require consent under ( except to the extent such consent has been obtained), or result in a breach of or default under, any credit agreement or other instrument to ~hich the Trustee is a party or is otherwise subject or bound. ) ") ) .., May 13, 2008 Page 3 5. To the best of our knowledge after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or threatened, in any way contesting or affecting the creation, organization or existence of the Trustee or the authority of the Trustee to accept or perform the duties and obligations of the Trustee under the Indentw-e. In expressing the foregoing opinions, we point out that we are members of the Bar of the State of Texas and, for the purposes of this opinion letter, we do not hold ourselves out as experts on, nor are we, in expressing our opinions herein, passing upon the laws of any jurisdiction other than the laws of the State of Texas and applicable laws of the United States of America. This opinion letter is furnished by us, as special counsel to the Trustee, solely for the benefit of the addressees hereof in connection with the transactions referred to herein and may be relied upon only _by such addressees. No one else has the right to rely upon this opinion letter, nor may any addressee release it, quote from it or employ it in any transaction other than the transactions discussed herein without our prior consent. We disclaim any obligation to advise you of any developments in the matters covered by this opinion that occur after the date of this opinion. Very truly yours, McGUIRE, CRADDOCK & STROTHER, P.C . By: ---F--har-1-es-~...,,,_,.....M-"-:--'G ~=~;_re _____ _ CJM/bm H:\BFM\BONY -368\Lubbock PIO 2008 -150\MCS opionltr (City ofLubbock).v2.doc No Text J i ) "\ McGu1RE, c M~TROTHER, P.C. 500 N. AKARD, SUITE 3550 Honorable Mayor and City Council City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 Vintage Township Public Facilities Corporation City of Lubbock Municipal Building 1625 13th Street Lubbock, Texas 79401 LINCOLN PLAZA DALLAS, TEXAS 75201 www.mcslaw.com May 13, 2008 TELF.PHONE: 2)4,954.6800 TELECOPIER: 214.954.6868 Banc of America Securities LLC 8300 Greensboro Drive, Suite 620 McLean, Virginia 22102 The Bank of York Trust Company, N.A. 2001 Bryan Street, Floor 8 Dallas, Texas 75201 Re: Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Series 2008B (the "Bonds") Ladies and Gentlemen: We have acted as special counsel to The Bank of New York Trust Company, N.A., a national banking association, in its capacity as Trustee pursuant to that certain Indenture of Trust dated May 1, 2008, by and between Vintage Township Public.Facilities Corporation and the Trustee (the "Indenture"). In connection with the foregoing, we have reviewed such documents, and matters of law and fact as we ~ave deemed necessary or appropriate as a basis for the opinions set forth herein. We have also examined the Trustee's Articles of Incorporation, Bylaws, and account acceptance documents pertaining to the Bonds. We have also examined and relied upon originals or photostatic or certified copies of such instruments, certificates and other documents, and have conducted such investigations of law as we have deemed necessary or appropriate for purposes of giving the opinions hereinafter expressed. In making such examination we have assumed (i) the genuineness of all signatures other than signature& on behalf of the Trustee, and the authenticity of all documents submitted to us as copies, (ii) the due authorization, execution. delivery and performance of the Indenture by each party thereto other than the Trustee, and that each party to the Indenture, other than the ) ) ") ) May 13, 2008 Page2 Trustee, has the full power, authority and legal right to execute and deliver the Indenture, and that the Indenture constitutes the legal, valid and binding obligation of each party thereto, other than the Trustee, enforceable against such party in accordance with its terms. As to the matters of fact material to the opinions hereinafter set forth, we have relied solely upon representations made in the Indenture and the statements and certificates furnished to us by the Trustee. Based upon and subject to the foregoing, we are of the opinion that: 1. The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America duly qualified to exercise trust powers and eligible to act as Trustee under the Indenture, and has full corporate right, power and authority to accept the trusts contemplated by and to perform all duties and obligations on its part to be performed and to take all actions required or permitted on its part to be taken under and pursuant to the Indenture. 2. The Trustee has duly authorized the acceptance of the trusts contemplated by the Indenture, has duly accepted the duties and obligations of Trustee thereunder, has duly authorized, executed and delivered the Indenture and has authenticated the Bonds. The duties and obligations of the Trustee under the Indenture constitute valid, legal and binding obligations of the Trustee enforceable in accordance with their terms except (a) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and (b) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered a proceeding at law or in equity). 3. To the best of our knowledge after due inquiry,_ all approvals, consents, authorizations, elections and orders of or filing or registrations with any governmental authority, agency, board or commission having jurisdiction in the matter which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Trustee of its duties and obligations under the Indenture have been obtained and are in full force and effect. 4. The acceptance of the duties and obligations of the Trustee under the Indenture, the execution and delivery of the Indenture and the perf onnance or the consummation of the transactions on the part of the Trustee contemplated in the Indenture and the compliance by the Trustee with the terms, conditions and provisions of such docwnent have been duly authorized by all necessary corporate action on the part of the Trustee and do not contravene the Trustee's Articles of Incorporation or Bylaws, or, to the best of our knowledge after due inquiry, any provision of applicable law or regulation or any order, decree, writ or injunction and, to the best of our knowledge after due inquiry, do not require consent under (except to the extent such consent has been obtained), or result in a breach of or default under, any credit agreement or other instrument to which the Trustee is a party or is otherwise subject or bound. ' "'\ ) ' May 13, 2008 Page3 5. To the best of our knowledge after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or threatened, in any way contesting or affecting the creation, organization or existence of the Trustee or the authority of the Trustee to accept or perform the duties and obligations of the Trustee under the Indenture. In expressing the foregoing opinions, we point out that we are members of the Bar of the State of Texas and, for the purposes of this opinion letter, we do not hold ourselves out as experts on, nor are we, in expressing our opinions herein, passing upon the laws of any jurisdiction other than the laws of the State of Texas and applicable laws of the United States of America. This opinion letter is furnished by us, as special counsel to the Trustee, solely for the benefit of the addressees hereof in connection with the transactions referred to herein and may be relied upon only by such addressees. No one else has the right to rely upon this opinion letter, nor may any addressee release it, quote from it or employ it in any transaction other than the transactions discussed herein without our prior consent. We disclaim any obligation to advise you of any developments in the matters covered by this opinion that occur after the date of this opinion. Very truly yours, McGUIRE, CRADDOCK & STROTHER, P.C. By: (jll_Q/)1~ __ C_h_ar_l-es-*~ ..... M-cG_ui __ r_e ______ _ CJM/bm H:\BFM\BONY ~ 368\Lubbock. PID 2008 ~ 150\MCS opionltr (Vintage Township).v2doc ) ') McGu1RE, cM~TRoTHER, P.C. 500N. AKARD, SU!TE3550 CHARLES J. MCGUIRE DIRECT: 214.954.6818 cmcguire@mcslaw.com Ms. Jennifer Webster Taffe Vinson & Elkins LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 LINCOLN PLAZA DALLAS, TExAs 75201 www.mcslaw.com May 7, 2008 TELEPHONE: 214.954.6800 TELECOPIER: 214.954.6868 Re: Vintage Township Public Improvement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (Lubbock, Texas) Dear Jennifer: Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project) Series 2008A and Series 2008B With the closing of the above referenced transaction scheduled for May 13th, I am enclosing in escrow six ( 6) copies of our firm's legal opinions rendered on behalf of the Trustee for this issue. Please note that we are delivering an opinion for the Lubbock lndenwre and a separate opinion for the Vintage Township Indenture. If for any reason the contemplated closing does not occur on May 13th, please return all enclosures to the undersigned. CJM/bm Enclosures Yours very truly, Charles J. McGuire .., ) FULBRIGHT & ..JAWORSKI L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP 2200 Ross AVENUE, Su1TE 2eoo DALLAS. TEXAS 75.201-2784 TELEPHONE: (,214) SSS-SOOO Banc of America Securities LLC 8300 Greensboro Drive, Suite 360 McLean, Virginia 22102 WWW. FULBRIGHT.COM FACSIMILE: May 13, 2008 (214) SSS-8200 Re: $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B Ladies and Gentlemen: As the underwriter of the Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A and Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A (collectively, the "Bonds"), you have requested our review of certain docwnents and proceedings relating to your purchase of the Bonds from the Vintage Township Public Facilities Corporation (the "Issuer"). In connection therewith, we have examined the Limited Offering Memorandum of the Issuer relating to the Bonds, dated April 24, 2008 (the "Limited Offering Memorandum"), the Bond Purchase Agreement dated April 24, 2008, between the Issuer, the City of Lubbock, Texas, and you, and an Indenture of Trust, dated as of May I, 2008 (the "Indenture") pursuant to which the Bonds will be issued and delivered. We have also examined mechanically reproduced or certified copies of certificates of public officials, certificates of officers or representatives of the Issuer and such other instrwnents and docwnents as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In making such examinations, we have assumed the genuineness of all signatures, the authenticity of all docwnents submitted to us as originals and the conformity to the original documents of copies of such documents submitted to us as certified or mechanically reproduced copies. As to questions of fact material to the opinions hereinafter expressed, where such facts have not been independently established, and as to the content and form of documents or writings, we have relied in part and to the extent we deem reasonably appropriate upon the representations and warranties of the Issuer contained in the Bond Purchase Agreement and certificates of officers and representatives of the Issuer and public officials. 70268474.2/10709840 AusTiN • B£1J1NG • OAL.t..As • Ds::NV£" • OuaA• • HONG KONG• HouSYON • LONc,ON • Los Af'IIIG!:t-Es • M1N..,,EAP01..1s MuN1CH • NEw YORK• R1vAcr1 • SAN ANTON10 • ST. Louis• WAS1-t1NGfON DC ) Page 2 of Legal Opinion of Fulbright & Jaworski L.L.P. Re: $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A; and $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage· Township Public Improvement District Project), Series 2008B Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Bonds are exempted securities under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and it is not necessary in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act of 1933, as amended, and the Indenture need not be qualified under the Trust Indenture Act of 1939, as amended. In addition, we have participated in conferences with officers and other representatives of the Issuer, Bond Counsel, and your representatives at which the contents of the Limited Offering Memorandum and related matters were discussed and, although we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Issuer), no facts have come to our attention to lead us to believe that the Limited Offering Memorandum, as of its date ( excluding therefrom the reports, financial, engineering and statistical data and forecasts included therein, Appendices C, E, H and I thereto, any litigation disclosed therein, the information regarding The Depository Trust Company and its book-entry-only system, in each case as to which no view is expressed), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The opinions expressed above are specifically limited to the laws of the State of Texas and of the United States of America in effect on the date hereof. The opinions expressed herein are for the sole benefit of you, and may only be relied upon by you in connection with your purchase of the Bonds from the Issuer. In no manner is our opinion to be relied upon for any reason or purpose other than the purpose for which it is expressly furnished hereunder, nor is our opinion to be relied upon by any other person or persons other than for whom it is expressly intended. Very truly yours, ~b r-io/)J + J ~ ~~; L L . p 7026847 4.2/10709840 "I ) \ ,~,. ~ ATTORNEY GENERAL OF TEXAS GREG ABBOTT May 13, 2008 THIS IS TO CERTIFY that Vintage Township Public Facilities Corporation (the "Issuer"), has submitted to me Vintage Township Public Facilities Corporation Special Revenue Bond, {Vintage Township Public Improvement District Project) Series 2008A (the "Bond"), in the principal amount of$2, 193,000, for approval. The Bond is dated May 13, 2008, numbered T-1, and was authorized by a Resolution of the Issuer passed on April 24, 2008. I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation . I express no opinion relating to the official statement or any other offering material relating to the Bond. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Indenture of Trust dated as of May 1, 2008(the "Indenture")): (I) The Bond has been issued in accordance with law and is a valid and binding special obligation of the Issuer. · (2) The Bond is payable solely from the Trust Estate, as provided in the Indenture. (3) Neither the State of Texas, the City of Lubbock, Texas, nor any other political corporation, subdivision, or agency of the State of Texas, shall be obligated to pay the Bond or the interest thereon and neither the faith and ere: dit nor the taxing power of the State of Texas, the City ofLubbock, Texas,, or any other political corporation, subdivision, or agency thereofis pledged to the payment of the principal of or interest on such Bond. (4) The owner of the Bond shall never have the right to demand payment of the Bond from any funds raised or to be raised by taxation. POST OFFICE Box 12548, AUSTIN, TEXAS 78711-2548 TEL:(512)463-2100 WWW.OAG.STATLTX.US An Equ,i/ Emf>loym,nt Oppq,rur,ity Employer . Prinud on Rayd,d f>ap,r ") ) ) ) Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project) Series 2008A -$2,193,000 -Pa e 2- Therefore, the Bond is approved. No. 47\0J Book No. 2O08-B JCH '\ ) OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Melissa Mora, D Bond Clerk ~ Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 13th day of May 2008, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project} Series 2008A, numbered T-1, dated May 13, 2008, and that in signing the certificate of registration I used the following signature: I I, Susan Combs, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled b~' me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 74226. GIVEN under my hand and seal of office at Austin, Texas, this the 13th day of May 2008. Susan Combs Comptroller of Public Accounts of the State of Texas ) ... OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, SUSAN COMBS, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project) Series 2008A numbered T-1. of the denomination of $ 2.193.000, dated May 13. 2008, as authorized by issuer, interest 7.375 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 13th day of May 2008, under Registration Number 74226. Given under my hand and seal of office, at Austin, Texas, the 13th day of May 2008. SUSAN COMBS Comptroller of Public Accounts of the State of Texas No Text ) "'I "\ "\ ) ' ATTORNEY GENERAL OF TEXAS GREG ABBOTT May 13, 2008 THIS IS TO CERTIFY that Vintage Township Public Facilities Corporation (the "Issuer"), has submitted to me Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project). Series 2008B (the "Bond"), in the principal amount of $1,279,000, for approval. The Bond is dated May I 3, 2008, numbered T-1, and was authorized by a Resolution of the Issuer passed on April 24, 2008. I have examined the law and such certified proceedings and oth~r papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. I express no opinion relating to the official statement or any other offering material relating to the Bond. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows ( capitalized terms, except as herein defined, have the meanings given to them in the Indenture of Trust dated as of May l, 2008(the "Indenture")): (1) The Bond has been issued in accordance with law and is a valid and binding special obligation of the Issuer. (2) The Bond is payable solely from the Trust Estate, as provided in the Indenture. (3) (4) Neither the State of Texas, the City of Lubbock, Texas, Lubbock County, Texas nor any other political corporation, subdivision, or agency of the State of Texas, shall be obligated to pay the Bond or the interest thereon and neither the faith and credit nor the taxing power of the State of Texas, the City of Lubbock, Texas, Lubbock County, Texas, or any other political corporation, subdivision, or.agency thereof is pledged to the payment of the principal of or interest on such Bond. The owner of the Bond shall never have the right to demand payment of the Bond from any funds raised or to be raised by taxation. POST OFFICE Box 12548, AUSTIN. TEXAS 78711-2548 TEL:(512)463-2100 WWW.OAG.STATE.TX.US An Equal f:.'mpl•ym,m Oppor11m;,y Empt.Ju . Prinud on R«ycfrd Paper Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project), Series 2008B -$1,279,000 -Pa e 2- Therefore, the Bond is approved. No. 47103A Book No. 2008-B JCH ) "\ ) OFFICE OF COMPTROLLER OF THE STATE OF TEXAS t, Melissa Mora, D Bond Clerk IB] Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 13th day of May 2008, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project) Series 20088, numbered I:.1.. dated May 13, 2008, and that in signing the certificate of registration I used the following signature: I, Susan Combs, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H. Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 74227. GIVEN under my hand and seal of office at Austin, Texas, this the 13th day of May 2008. Susan Combs Comptroller of Public Accounts of the State of Texas "'I OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, SUSAN COMBS, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Vintage Township Public Facilities Corporation Special Revenue Bond, (Vintage Township Public Improvement District Project) Series 20088 numbered T-1, of the denomination of $ 1.279.000, dated May 13. 2008, as authorized by issuer, interest 7.375 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 13th day of May 2008, under Registration Number 74227. Given under my hand and seal of office, at Austin, Texas, the 13th day of May 2008. SUSAN COMBS Comptroller of Public Accounts of the State of Texas No Text 0 ATTORNEY GENERAL OF TEXAS GREG ABBOTT , May 13, 2008 THIS IS TO CERTIFY that the City of Lubbock, Texas (the "Issuer"), has submitted to me Vintage Township Public Improvement District Special Assessment Revenue Bond, Series 2008A (Lubbock. Texas} (the "Bond11), in the principal amount of $2,193,000, for approval. The Bond is dated May 13, 2008, numbered T-1, and was authorized by an Ordinance of the Issuer passed on April 24, 2008. I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. I express no opinion relating to the official statement or any other offering material relating to the Bond. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Indenture of Trust dated as of May 1, 2008(the "Indenture")): No.47102 ( 1) The Bond has been issued in accordance with law and is a valid and binding special obligation of the Issuer. (2) The Bond is payable solely from the Trust Estate. (3) The owner of the Bond shall never have the right to demand payment of the Bond from any funds raised or to be raised by taxation. Therefore, the Bond is approved. Book No. 2008-B JCH POST OFFICE Box 12548, AUSTIN, TEXAS 78711-2548 TEL:(512)463-2100 WWW.DAG.STATE.TX.US An Equ,i/ Employm,nt Opportunity Employ" -Prim,d on R,ryd,d P•ptr ... OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Melissa Mora, D Bond Clerk IB] Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 13th day of May 2008, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Vintage Township Public Improvement District Special Assessment Revenue Bond, Series 2008A (Lubbock. Texas). numbered T-1 dated May 13, 2008, and that in signing the certificate of registration I used the rollowlng signature: ~ ~ 6' IN WITNESS WH I, Susan Combs, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 74228. GIVEN under my hand and seal of office at Austin, Texas, this the 13th day of May 2008. ~~ Susan Combs Comptroller of Public Accounts of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, SUSAN COMBS, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Vintage Township Public Improvement District Special Assessment Revenue Bond. Series 2008A (Lubbock. Texas) numbered T-1. of the denomination of$ 2.193,000, dated May 13, 2008, as authorized by issuer, interest 7 .375 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 13th day of May 2008, under Registration Number 74228. Given under my hand and seal of office, at Austin, Texas, the 13th day of May 2008. SUSAN COMBS Comptroller of Public Accounts of the State of Texas No Text ) ) ATTORNEY GENERAL OF TEXAS GREG ABBOTT May 13, 2008 THIS IS TO CERTIFY that the City of Lubbock, Texas (the "Issuer"), has submitted to me Vintage Township Public Improvement District Special Assessment Revenue Bond. Series 2008B (Lubbock, Texas) (the "Bond"), in the principal amount of $1,279,000, for approval. The Bond is dated May 13, 2008, numbered T-1, and was authorized by an Ordinance of the Issuer passed on April 24, 2008. I have examined the law and such certified proceedings and other papers as I deem necessary to render this opinion. As to questions of fact material to my opinion, I have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to me without undertaking to verify the same by independent investigation. I express no opinion relating to the official statement or any other offering material relating to the Bond. Based on my examination, I am of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Indenture of Trust dated as of May 1, 2008(the "Indenture")): (1) The Bond has been issued in accordance with law and is a valid and binding special obligation of the Issuer. (2) The Bond is payable solely from the Trust Estate. (3) The owner of the Bond shall never have the right to demand payment of the Bond from any funds raised or to be raised by taxation. Therefore, the Bond is approved. No. 47102A Book No. 2O08-B JCH Pon 0HICE Box 12548, AUSTIN, TEXAS 78711-2548 TEL:(512)463-2100 WWW.OAG.STATE.TX.US An Equal Employment Opportunity Employ,r · f'rinr,d •• lluydtd f'•prr .., ") ") OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Melissa Mora, D Bond Clerk [Kl Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 13th day of May 2008, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Vintage Township Public Improvement District Special Assessment Reyenue Bond, Series 2008B (Lubbock. Texas). numbered T-1 dated May 13, 2008, and that in signing the certificate of registration I used the following signature: I, Susan Combs, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 14m- GIVEN under my hand and seal of office at Austin, Texas, this the 13th day of May 2008. ~~ Susan Combs Comptroller of Public Accounts of the State of Texas ) j ) ' OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, SUSAN COMBS, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Vintage Township Public Improvement District Special Assessment Revenue Bond, Series 20088 (Lubbock, Texas) numbered T-1, of the denomination of $ 1.279.000, dated May 13, 2008, as authorized by issuer, interest 7.375 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 13th day of May 2008, under Registration Number 74229. Given under my hand and seal of office, at Austin, Texas, the 13th day of May 2008. SUSAN COMBS Comptroller of Public Accounts of the State of Texas l l ) Vinson&Elkins Honorable Mayor and City Council City of Lubbock 1625 13th Street Lubbock, Texas 79401 May 13, 2008 Vintage Township Public Facilities Corporation c/o City of Lubbock 1625 13th Street Lubbock, Texas 79401 The Bank of New York Trust Company, N.A. 2001 Bryan Street, 8th Floor Dallas, Texas 75201 Banc of America Securities LLC 8300 Greensboro Drive, Suite 360 McLean, Virginia 22102 Vintage Land Company, Ltd. 11410 Trafalgar Avenue Lubbock Texas 79424 $2,193,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008A $1,279,000 Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public Improvement District Project), Series 2008B Ladies and Gentlemen: We have represented the Vintage Township Public Facilities Corporation (the «Jssuer") as bond counsel and issuer's counsel in connection with the issuance of the above-referenced bonds (the "Bonds") pursuant to the provisions of a resolution duly adopted by the Board of Directors of the Issuer on April 24, 2008 (the "Issuer Resolution") and an Indenture of Trust between the Issuer and The Bank of New York Trust Company, N.A. dated May 1, 2008 (the "Indenture"). The Bonds are being issued to Vinson & Elkins UP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington Dallas 1401512v.l Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel 214.220.TTOO Fax 214.220.TT16 www.velaw.com l ) ) V&E purchase, pursuant to a Bond Purchase Contract dated as of April 24, 2008 (the "Bond Purchase Contract") between the City of Lubbock, Texas (the "City") and the Issuer, Vintage Township Public hnprovement District Special Assessment Revenue Bonds, Series 2008A and Series 2008B (City of Lubbock, Texas), issued by the City. The Bonds are authorized to be issued pursuant to Chapter 303, Texas Local Government Code, as amended (the "Act"), the Bond Resolution and the Indenture. This opinion is being given pursuant to Section 8(c) of the Bond Purchase Agreement, dated April 24, 2008, for the sale of the Bonds among the City, the Issuer, and Banc of America Securities LLC (the "Bond Purchase Agreement"). Capitalized terms not otherwise defined in this opinion have the meanings assigned in the Bond Purchase Agreement. In coIU1ection with rendering this opinion, we have reviewed the following ( collectively, the "Documents"): (a) The resolution of the City Council adopted on June 14, 2007, creating the Issuer; (b) The Bond Purchase Contract; ( c) The Bond Purchase Agreement; (d) The resolution of the City Council adopted April 24, 2008, approving the issuance of the Bonds by the Issuer; (e) The Indenture; (f) The Preliminary Limited Offering Memorandum for the Bonds, dated April 10, 2008 and the final Limited Offering Memorandum, dated April 24, 2008 ( collectively, the "Limited Offering Memorandum"); and (g) The Continuing Disclosure Agreement by and among the City, the Issuer, the Developer and the Administrator dated as of May 1, 2008. In all such examinations, we have assumed that all signatures on documents and instruments executed by the Issuer are genuine and that all documents submitted to us as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization., execution and delivery of the Documents by all parties other than the Issuer. Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that: 1. The Issuer is non-profit corporation authorized to issue bonds to purchase obligations issued by the City and to finance public facilities on behalf of the City; 2. The Issuer has full power and authority to adopt the Issuer Resolution and perform its obligations thereunder and such Issuer Resolution has been duly adopted at a meeting of the members of the Board of Directors of the Issuer, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and the Issuer Resolution is in full force and effect and has not been modified, amended or rescinded; -2- Dallas 1401512v.1 "'I ) ) ' V&E 3. The Issuer Documents have been duly authorized, executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to governmental entities; 4. The adoption of the Issuer Resolution and the execution and delivery of the Issuer Documents and the compliance with the provisions of the Issuer Resolution and the Issuer Documents under the circumstances contemplated thereby (A) do not and will not to the knowledge of counsel to the Issuer in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any agreement to which the Issuer is a party or by which it is bound, and (B) do not and will not in any material respect conflict with or constitute on the part of the Issuer a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Issuer is subject; and 5. The descriptions of the Issuer contained in the Limited Offering Memorandum contained under the captions "THE ISSUER" are accurate and fairly present the information purported to be shown with respect thereto. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Very truly yours, !Ur~~ ~~r -3- Dallas 1401512v. l "\ ) ) Vinson&Elkins May 13, 2008 Banc of America Securities LLC 8300 Greensboro Drive, Suite 360 McLean, Virginia 22102 The Bank of New York Trust Company, N.A. 2001 Bryan Street, 8th Floor Dallas, Texas 75201 Re: Vintage Township Public Facilities Corporation Special Revenue Bonds (Vintage Township Public hnprovement District Project), Series 2008A and Series 20088 You are hereby authorized to rely on our opinions dated the date hereof and delivered in connection with the issuance of the captioned bonds as if such opinions were specifically addressed to you. Very truly yours, Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow NewYoril Shanghai Tokyo Washington Dallas 1401263v.1 Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel 214.220.7700 Fax 214 . .220.7716 www.velaw.t:om