HomeMy WebLinkAboutColleyville Economic Development Corporation (CEDC)-Agenda Packets-12/3/2013City of Colleyville Page 1
City of Colleyville
Colleyville Economic
Development Corporation
Board Agenda
City Hall
100 Main Street
Colleyville, Texas 76034
817.503.1000
www.colleyville.com
Tuesday, December 3, 2013
5:00 p.m.
City Council Chambers
Third Floor, City Hall
1. CALL TO ORDER
2. CONSENT: READING AND PUBLIC HEARING - Resolution R-13-128
2a Approval of the minutes of the Colleyville Economic Development
Corporation Board of Directors meeting of August 27, 2013
2b Approval of the minutes of the City Council and Colleyville Economic
Development Corporation Board of Directors Joint Worksession of
November 12, 2013
2c Approval of a Depository Pledge Agreement with Wells Fargo Bank,
National Association and The Bank of New York Mellon Trust
Company, National Association, and authorize the general manager
to execute the agreement
3. RESOLUTION(S): READING AND PUBLIC HEARING
3a Resolution R-13-129
Authorizing the issuance of Colleyville Economic Development
Corporation (CEDC) Refunding Sales Tax Subordinate Lien Revenue
Bonds, Series 2013 and providing for the redemption of the bonds
being refunded
4. CITIZENS COMMENTS/PRESENTATIONS REGARDING ITEMS NOT
ON THE AGENDA
5. ADJOURNMENT
I hereby certify this agenda was posted on City Hall bulletin boards Wednesday,
November 27, 2013 by 5:00 p.m.
Colleyville Economic
Development Corporation Agenda December 3, 2013
City of Colleyville Page 2
Amy Shelley, TRMC
City Secretary
Any matter on this agenda may, at the discretion of the governing body, be
opened for public comment and discussion.
If you plan to attend this public meeting and have a disability that requires special
accommodations, please advise the City Secretary at least 48 hours in advance at
817.503.1130, and reasonable accommodations will be made to assist you.
RESOLUTION R-13-128
A RESOLUTION APPROVING ACTION UNDER CONSENT ITEMS AT THE
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION BOARD
MEETING OF DECEMBER 3, 2013
WHEREAS,the Board has taken action on certain items on the agenda
under Consent items.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
Sec. 1.THAT the agenda decisions approved by Colleyville Economic
Development Corporation Board action under Consent items as
follows are hereby adopted:
a.Approval of the minutes of the Colleyville Economic
Development Corporation Board of Directors meeting of
August 27, 2013
b.Approval of the minutes of the City Council and Colleyville
Economic Development Corporation Board of Directors
Joint Worksession of November 12, 2013
c.Approval of a Depository Pledge Agreement with Wells
Fargo Bank, National Association and The Bank of New
York Mellon Trust Company, National Association, and
authorize the general manager to execute the agreement
AND IT IS SO RESOLVED.
APPROVED BY A VOTE OF __ AYES, __ NAYS, AND __ ABSTENTIONS ON
THIS 3RD DAY OF DECEMBER 2013.
ATTEST:COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION
Amy Shelley, TRMC Carol Wollin
Secretary President
City of Colleyville
Colleyville Economic
Development
Corporation Board
Minutes - Draft
City Hall
100 Main Street
Colleyville, Texas 76034
817. 503.1000
www.colleyville.com
Tuesday, August 27, 2013
7:00 p.m.
City Council Chambers
Third Floor City Hall
President David Kelly called the Colleyville Economic Development Corporation
Board meeting to order on August 27, 2013, at 7:04 p.m.
ROLL CALL: President David Kelly, Vice President Carol Wollin, Directors Tom
Hart, Mark Slosson, and Carel Tornes.
General Manager Jennifer Fadden, Finance Manager Terry Leake, Economic
Development Director Marty Wieder, Library and Parks and Recreation Director
Mary Rodne, Recreation and City Events Manager Lisa Escobedo, Finance Manager
Karen Hines, Colleyville Center Manager Leslie Hill, Strategic Services Manager
Adrienne Lothery, and Secretary Amy Shelley were present.
City Councilmember Chuck Mogged was also present.
Directors Stan Hall and Tim Kelso were absent.
2. CONSENT: READING AND PUBLIC HEARING - Resolution R-13-123
2a Approval of the minutes of the Colleyville Economic Development
Corporation Board of Directors meeting of August 28, 2012
2b Approval of the minutes of the Colleyville Economic Development
Corporation Board of Directors worksession meeting of August 15,
2013
2c Approval of the annual review of the Colleyville Economic Development
Corporation's Investment Policy
President Kelly read Resolution R-13-123 in its entirety.
President Kelly opened the public hearing at 7:06 p.m.
There was no one present wishing to speak concerning this item and President
Kelly closed the public hearing at 7:06 p.m.
Vice President Wollin moved to approve Resolution R-13-123.
Director Tornes seconded the motion.
City of Colleyville Page 1
Colleyville Economic
Development Corporation Minutes - DRAFT August 27, 2013
The motion carried by the following vote:
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
3. RESOLUTION(S): READING AND PUBLIC HEARING
3a Resolution R-13-124
Adopting the Economic Development Capital Improvement Program
(EDCIP) for the Fiscal Years 2014-2018 (FY 2014-2018) of the
Colleyville Economic Development Corporation
President Kelly read Resolution R-13-124 in its entirety.
Finance Manager Terry Leake presented the Economic Development Capital
Improvement Program for the Fiscal Years 2014-2018 of the Colleyville Economic
Development Corporation.
President Kelly opened the public hearing at 7:12 p.m.
There was no one present wishing to speak concerning this item and President
Kelly closed the public hearing at 7:12 p.m.
Vice President Wollin stated this coming year will be the last fiscal year in which
the interfund loan re-payment for Colleyville Center will be used in the amount of
$165,000.
President Kelly questioned staff regarding what is the desire of the minimum fund
balance. Finance Manager Leake stated the desire is to keep the fund balance
above $800,000 and this year the fund balance will be above $859,000. She
added this is an acceptable fund balance for the rating agency since there is
current outstanding debt with the Corporation.
Director Tornes questioned the Board regarding where the initial funding came
from for the interfund loan. President Kelly stated it came from the Colleyville
Tomorrow Fund as a one-time draw down.
President Kelly moved to approve Resolution R-13-124.
Director Hart seconded the motion.
The motion carried by the following vote:
City of Colleyville Page 2
Colleyville Economic
Development Corporation Minutes - DRAFT August 27, 2013
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
3b Resolution R-13-125
Adopting the Fiscal Year 2014 (FY 2014) Budget
President Kelly read Resolution R-13-125 in its entirety.
Finance Manager Terry Leake presented the highlights of the Fiscal Year 2014
Budget.
President Kelly opened the public hearing at 7:18 p.m.
There was no one present wishing to speak concerning this item and President
Kelly closed the public hearing at 7:18 p.m.
Vice President Wollin questioned staff regarding the curtain for the stage area at
Colleyville Center, what color is being proposed for the curtain? Colleyville Center
Manager Leslie Hill stated it will be the same quality and texture as what is
currently in place, however the color has not been determined.
Director Hart questioned the Board regarding the site master plan for the
Colleyville Center. President Kelly explained the site master plan is to complete
the outside of the Colleyville Center to make it more conducive to larger, outside
events.
Director Tornes questioned staff regarding the number of events held each year at
Colleyville Center. Manager Hill replied approximately 400 events, with the
majority of the events taking place on the weekend, almost 75 percent. She
added currently staff would like to build more Monday through Friday, business
day, events.
Director Tornes questioned staff regarding the amount of savings occurred by
using the interfund loan versus using a bank for funding. Finance Manager Leake
stated debt that would have been sold during that time would have been almost at
a four percent interest rate, with a tax anticipation note for seven years, with
approximately $10,000. General Manager Jennifer Fadden added almost $36,000
in total savings with interest costs. President Kelly added it was very beneficial to
use those funds.
Vice President Wollin questioned staff regarding the plans for the trailhead at L.D.
Lockett Park and the Cottonbelt. President Kelly stated there are no final
decisions; therefore the funding will remain as a placeholder until it can be
decided.
City of Colleyville Page 3
Colleyville Economic
Development Corporation Minutes - DRAFT August 27, 2013
Director Hart moved to approve Resolution R-13-125.
Director Slosson seconded the motion.
The motion carried by the following vote:
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
3c Resolution R-13-126
Approving amendments to the Bylaws of the Colleyville Economic
Development Corporation
President Kelly read Resolution R-13-126 in its entirety.
Secretary Amy Shelley presented the amendments to the Bylaws of the Colleyville
Economic Development Corporation.
President Kelly opened the public hearing at 7:28 p.m.
There was no one present wishing to speak concerning this item and President
Kelly closed the public hearing at 7:28 p.m.
Vice President Wollin moved to approve Resolution R-13-126 with the elimination
of Article V, Section 10. – Amendments.
President Kelly seconded the motion.
The motion carried by the following vote:
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
3d Resolution R-13-127
Appointing a Colleyville Economic Development Corporation Board
President and Vice President
President Kelly read Resolution R-13-127 in its entirety.
President Kelly opened the public hearing at 7:29 p.m.
City of Colleyville Page 4
Colleyville Economic
Development Corporation Minutes - DRAFT August 27, 2013
There was no one present wishing to speak concerning this item and President
Kelly closed the public hearing at 7:29 p.m.
President Kelly nominated Vice President Wollin as President and Director Hall as
Vice President.
There were no other nominations.
President Kelly moved to approve Resolution R-13-127, appointing Vice President
Wollin as President and Director Hall as Vice President.
Director Hart seconded the motion.
The motion carried by the following vote:
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
4. REPORTS
4a Annual Activity Report
4b Annual investment report
There was no discussion of this item.
5. CITIZENS COMMENTS/PRESENTATIONS REGARDING ITEMS NOT ON
THE AGENDA
There was no discussion of this item.
6. ADJOURNMENT
There being no further business before the Board, Director Tornes made a motion
to adjourn.
Director Hart seconded the motion.
The motion carried by the following vote:
Aye: 5 – President David Kelly, Vice President Carol Wollin, Directors Tom Hart,
Carel Tornes, and Mark Slosson
Absent: 2 – Directors Stan Hall and Tim Kelso
City of Colleyville Page 5
Colleyville Economic
Development Corporation Minutes - DRAFT August 27, 2013
President Kelly adjourned the meeting at 7:30 p.m.
APPROVED BY A VOTE OF ____ AYES, ____ NAYS, AND ____ ABSTENTIONS ON
THIS THE ________ DAY OF _______________ _____.
Minutes taken and prepared by:
Amy Shelley
Secretary
City of Colleyville Page 6
City of Colleyville
Colleyville City Council
and Colleyville Economic
Development
Corporation Board Joint
Worksession
Minutes - Draft
City Hall
100 Main Street
Colleyville, Texas 76034
817. 503.1000
www.colleyville.com
Tuesday, November 12, 2013
5:15 p.m.
Executive Conference Room
Third Floor – City Hall
Mayor David Kelly called the Colleyville City Council and Colleyville Economic
Development Corporation Board Joint Worksession to order on November 12,
2013, at 5:23 p.m. and called the City Council roll.
ROLL CALL CITY COUNCIL: Mayor David Kelly, Mayor Pro Tem Mike Taylor,
Councilmembers Carol Wollin, Chuck Mogged, Stan Hall, Jody Short, and Tom
Hart.
Colleyville Economic Development Corporation President Carol Wollin called the
Colleyville Economic Development Corporation Board roll.
ROLL CALL COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
President Carol Wollin, Vice President Stan Hall, Directors Mark Davidson, Tom
Hart, David Kelly, Bradley Shields, and Mark Slosson.
General Manager Jennifer Fadden, Finance Manager Terry Leake, Secretary Amy
Shelley, and Assistant City Attorney Matt Butler were also present.
2. PRESENTATION AND DISCUSSION
2a Presentation and discussion of potential refunding of outstanding
Colleyville Economic Development Corporation Series 2005 Refunding
and Improvement Sales Tax Revenue Bonds
Finance Manager Terry Leake presented this item to the City Council and the
Colleyville Economic Development Corporation (CEDC) Board.
Jim Sabonis, Managing Director of First Southwest, presented this item to City
Council and the CEDC Board.
Director Kelly questioned Mr. Sabonis regarding a recommended standard. Mr.
Sabonis replied four percent of present value.
Vice President Hall questioned Mr. Sabonis regarding who are the normal bidders.
Mr. Sabonis replied the big national banks, such as Chase and Wells Fargo. He
added each bank is unique.
City of Colleyville Page 1
Colleyville City Council and
Colleyville Economic
Development Corporation Board
Joint Worksession
Minutes - DRAFT November 12, 2013
Mayor Pro Tem Taylor questioned Mr. Sabonis regarding the placement. Mr.
Sabonis replied they are asking for a private placement.
Councilmember Mogged questioned Mr. Sabonis regarding if the bank IRS status is
based on a calendar or fiscal year. Mr. Sabonis replied it is based on the calendar
year, January 1 to December 31.
Vice President Hall stated it sounds good to him. Mayor Pro Tem Taylor concurred.
Director Kelly questioned the Board members regarding if they want to put the
minimum of the four percent within the present value within the transaction. All
concurred.
Vice President Hall questioned Mr. Sabonis regarding if the potential bidders will
have full disclosure. Mr. Sabonis replied full disclosure will be given.
Director Kelly explained the item will be discussed at the CEDC meeting on
Tuesday, December 3, 2013.
3. ADJOURNMENT
There being no further business before the City Council and Colleyville Economic
Development Corporation Board, Mayor Kelly adjourned the meeting at 5:42 p.m.
APPROVED BY A VOTE OF ____ AYES, ____ NAYS, AND ____ ABSTENTIONS ON
THIS THE 3RD DAY OF DECEMBER 2013.
Minutes taken and prepared by:
Amy Shelley, TRMC
City Secretary
City of Colleyville Page 2
City of Colleyville Page 1
City of Colleyville
Colleyville Economic
Development Corporation
Board
Agenda Briefing
City Hall
100 Main Street
Colleyville, Texas 76034
www.colleyville.com
Agenda Number 2c Agenda Date 12/03/2013 Number Resolution R-13-128
Type Resolution
Department City Manager
Title
Approval of a Depository Pledge Agreement with Wells Fargo Bank, National
Association and The Bank of New York Mellon Trust Company, National Association,
and authorize the general manager to execute the agreement
Explanation
Reading and Public Hearing
As a part of depository services for a public entity, a bank must provide securities
collateral for all public deposits above the FDIC limit of $250,000. Wells Fargo Bank,
National Association, the Corporation’s depository bank, is in the process of
consolidating all public account collateral and moving it to The Bank of New York
Mellon Trust Company, National Association. Attached is the Depository Pledge
Agreement with Wells Fargo Bank, National Association and The Bank of New York
Mellon Trust Company, National Association for the securities collateral which
safeguards the Corporation’s deposits.
Attachments
1.Depository Pledge Agreement
City of Colleyville Page 1
City of Colleyville
Colleyville Economic
Development Corporation
Board
Agenda Briefing
City Hall
100 Main Street
Colleyville, Texas 76034
www.colleyville.com
Agenda Number 3a Agenda Date 12/03/2013 Number Resolution R-13-129
Type Resolution
Department City Manager
Title
Authorizing the issuance of Colleyville Economic Development Corporation (CEDC)
Refunding Sales Tax Subordinate Lien Revenue Bonds, Series 2013 and providing for
the redemption of the bonds being refunded
Explanation
Reading and Public Hearing
Currently, the Series 2005 Refunding and Improvement Sales Tax Revenue Bonds is
the only outstanding bond issue of the Colleyville Economic Development Corporation
with an interest rate of 4.10%. The City's financial advisory firm, First Southwest,
continually monitors market conditions for potential bond refunding opportunities that
would exceed a net present value savings of 4%. At the joint worksession of the City
Council and Colleyville Economic Development Corporation Board held on Tuesday,
November 12, 2013, a potential refunding scenario was presented. Staff was directed
by the City Council and Colleyville Economic Development Corporation Board to move
forward with the refunding, if net present value savings of at least 4% could be
realized. Based upon the attached analysis and attached memo from Jim Sabonis of
First Southwest, there is the potential to refund the bond issue, which is currently
callable on February 15, 2014, with a net present value savings of 4.84% (total
savings - $487,105 / net present value savings - $367,796), which saves
approximately $30,000 in debt service cost on an annual basis through 2029, on a
projected interest rate of 3.15%. The method of sale will be a competitive private
placement. As indicated in the memo, the projected sale date is Monday, December 2,
2013, and market conditions could improve or deteriorate in the interim, so actual
transaction savings could vary from the projection. In the event market conditions
deteriorate to the point that the transaction does not meet the 4% threshold, the
Corporation is not obligated to complete the transaction.
Staff will present the results of the sale at the December 3, 2013 meeting to the
Colleyville Economic Development Corporation Board of Directors for their acceptance.
If approved by the Board, a subsequent resolution is placed on the Tuesday, December
3, 2013 City Council agenda so that the City Council may ratify the results of the sale.
Attachments
1.Refunding of Colleyville EDC Sales Tax Revenue Refunding Bonds memo -
November 8, 2013
CEDC Board Agenda Briefing 3a
City of Colleyville Page 2
2.Preliminary financial analysis of CEDC bond refunding
3.Resolution R-13-129
Date: November 8, 2013
To: Terry Leake
Assistant City Manager / Chief Financial Officer
Re: Refunding of Colleyville EDC Sales Tax Revenue Refunding Bonds
The Colleyville Economic Development Corporation (“the Corporation”) has an economic refunding
opportunity for its outstanding Refunding and Improvement Sales Tax Subordinate Lien Revenue Bonds,
Series 2005 (“2005 Bonds”). The 2005 Bonds have a coupon rate of 4.10% and are callable on February
15, 2014 at par. Based on current market conditions, refunding bonds can be issued at an all in cost of
3.32% which would results in gross debt service savings of approximately $487 thousand or present value
savings of $368 thousand or 4.84% of the refunded debt. The following tables summarize the projected
refunding transaction and financial impact to the Corporation, and the proposed implementation
timeframe and action items:
Refunding Statistics* Sales Tax Revenue Refunding Bonds, Series 2013
Refunded Bond Par Amount $7,360,000
Refunded Maturities 2015 - 2029
Total Savings $487,105
Net Present Value Savings $367,796
Present Value Savings as % of Refunded Bonds 4.84%
Average Annual Savings $32,474
Savings Discount Rate 3.33%
Coupon Rate of New Debt 3.15%
* Assumes Competitive Sale by Private Placement and Interest Rates as of November 8, 2013.
Date Event / Action Item
Tuesday, November 12, 2013 CEDC Board Directs Staff to Implement Refunding (Sets Min. Savings Target)
City Council Reviews CEDC Refunding
Monday, December 2, 2013 Competitive Private Placement of Refunding Bonds
Tuesday, December 3, 2013 CEDC Board Approves Resolution Issuing Refunding Bonds
City Council Approves Resolution Approving CEDC Refunding Bond Issuance
Friday, December 20, 2013 Closing and Delivery of Funds to Escrow Agent
Monday, February 17, 2014 Redemption of 2005 Bond Issue
* Bold type indicates EDC / Council Action Items.
325 North St. Paul Street
Suite 800
Dallas, Texas 75201-3852
214 953-4000
Jim Sabonis
Managing Director
jim.sabonis@firstsw.com
Andre Ayala
Vice President
andre.ayala@firstsw.com
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13)
TABLE OF CONTENTS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Report Page
Sources and Uses of Funds............................1
Summary of Refunding Results..........................2
Savings ....................................3
Summary of Bonds Refunded...........................4
Prior Bond Debt Service.............................5
Bond Summary Statistics.............................6
Bond Debt Service ................................7
Bond Pricing ..................................8
Escrow Requirements..............................9
Escrow Cost ..................................10
Escrow Sufficiency ...............................11
Escrow Statistics ................................12
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 1
SOURCES AND USES OF FUNDS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Dated Date12/20/2013
Delivery Date12/20/2013
Sources:
Bond Proceeds:
Par Amount7,360,000.00
Other Sources of Funds:
Transfer from prior issue D/S Fund493,290.00
7,853,290.00
Uses:
Refunding Escrow Deposits:
Cash Deposit7,755,800.00
Delivery Date Expenses:
Cost of Issuance95,000.00
Other Uses of Funds:
COI Contingency2,490.00
7,853,290.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 2
SUMMARY OF REFUNDING RESULTS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Dated Date12/20/2013
Delivery Date12/20/2013
Arbitrage yield3.149344%
Escrow yield
Value of Negative Arbitrage
Bond Par Amount7,360,000.00
True Interest Cost3.149344%
Net Interest Cost3.150000%
All‐In TIC3.326209%
Average Coupon3.150000%
Average Life8.733
Par amount of refunded bonds7,600,000.00
Average coupon of refunded bonds4.100000%
Average life of refunded bonds8.526
PV of prior debt to 12/20/2013 @ 3.326209%8,126,086.21
Net PV Savings367,796.21
Percentage savings of refunded bonds4.839424%
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 3
SAVINGS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
PriorPriorPriorRefunding
DateDebt ServiceReceiptsNet Cash FlowDebt ServiceSavings
09/30/2014644,630.00493,290.00151,340.00151,340.00
09/30/2015645,382.50645,382.50615,697.5029,685.00
09/30/2016650,417.50650,417.50618,176.2532,241.25
09/30/2017649,735.00649,735.00615,261.2534,473.75
09/30/2018643,540.00643,540.00616,952.5026,587.50
09/30/2019646,730.00646,730.00618,171.2528,558.75
09/30/2020649,100.00649,100.00613,996.2535,103.75
09/30/2021645,752.50645,752.50614,427.5031,325.00
09/30/2022651,585.00651,585.00614,386.2537,198.75
09/30/2023646,597.50646,597.50613,872.5032,725.00
09/30/2024645,892.50645,892.50617,807.5028,085.00
09/30/2025649,265.00649,265.00616,191.2533,073.75
09/30/2026646,715.00646,715.00614,102.5032,612.50
09/30/2027653,140.00653,140.00616,462.5036,677.50
09/30/2028648,540.00648,540.00613,271.2535,268.75
09/30/2029648,017.50648,017.50614,528.7533,488.75
10,365,040.00493,290.009,871,750.009,384,645.00487,105.00
Savings Summary
Savings PV date12/20/2013
Savings PV rate3.326209%
PV of savings from cash flow367,796.21
Net PV Savings367,796.21
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 4
SUMMARY OF BONDS REFUNDED
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
MaturityInterestParCallCall
BondDateRateAmountDatePrice
Refunding & Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005, S05:
TERM02/15/20144.100%340,000.00
02/15/20154.100%355,000.0002/15/2014100.000
02/15/20164.100%375,000.0002/15/2014100.000
02/15/20174.100%390,000.0002/15/2014100.000
02/15/20184.100%400,000.0002/15/2014100.000
02/15/20194.100%420,000.0002/15/2014100.000
02/15/20204.100%440,000.0002/15/2014100.000
02/15/20214.100%455,000.0002/15/2014100.000
02/15/20224.100%480,000.0002/15/2014100.000
02/15/20234.100%495,000.0002/15/2014100.000
02/15/20244.100%515,000.0002/15/2014100.000
02/15/20254.100%540,000.0002/15/2014100.000
02/15/20264.100%560,000.0002/15/2014100.000
02/15/20274.100%590,000.0002/15/2014100.000
02/15/20284.100%610,000.0002/15/2014100.000
02/15/20294.100%635,000.0002/15/2014100.000
7,600,000.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 5
PRIOR BOND DEBT SERVICE
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Period Annual
EndingPrincipalCouponInterestDebt ServiceDebt Service
02/15/2014340,0004.100%155,800.00495,800.00
08/15/2014148,830.00148,830.00
09/30/2014 644,630.00
02/15/2015355,0004.100%148,830.00503,830.00
08/15/2015141,552.50141,552.50
09/30/2015 645,382.50
02/15/2016375,0004.100%141,552.50516,552.50
08/15/2016133,865.00133,865.00
09/30/2016 650,417.50
02/15/2017390,0004.100%133,865.00523,865.00
08/15/2017125,870.00125,870.00
09/30/2017 649,735.00
02/15/2018400,0004.100%125,870.00525,870.00
08/15/2018117,670.00117,670.00
09/30/2018 643,540.00
02/15/2019420,0004.100%117,670.00537,670.00
08/15/2019109,060.00109,060.00
09/30/2019 646,730.00
02/15/2020440,0004.100%109,060.00549,060.00
08/15/2020100,040.00100,040.00
09/30/2020 649,100.00
02/15/2021455,0004.100%100,040.00555,040.00
08/15/202190,712.5090,712.50
09/30/2021 645,752.50
02/15/2022480,0004.100%90,712.50570,712.50
08/15/202280,872.5080,872.50
09/30/2022 651,585.00
02/15/2023495,0004.100%80,872.50575,872.50
08/15/202370,725.0070,725.00
09/30/2023 646,597.50
02/15/2024515,0004.100%70,725.00585,725.00
08/15/202460,167.5060,167.50
09/30/2024 645,892.50
02/15/2025540,0004.100%60,167.50600,167.50
08/15/202549,097.5049,097.50
09/30/2025 649,265.00
02/15/2026560,0004.100%49,097.50609,097.50
08/15/202637,617.5037,617.50
09/30/2026 646,715.00
02/15/2027590,0004.100%37,617.50627,617.50
08/15/202725,522.5025,522.50
09/30/2027 653,140.00
02/15/2028610,0004.100%25,522.50635,522.50
08/15/202813,017.5013,017.50
09/30/2028 648,540.00
02/15/2029635,0004.100%13,017.50648,017.50
09/30/2029 648,017.50
7,600,0002,765,040.0010,365,040.0010,365,040.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 6
BOND SUMMARY STATISTICS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Dated Date12/20/2013
Delivery Date12/20/2013
First Coupon08/15/2014
Last Maturity02/15/2029
Arbitrage Yield3.149344%
True Interest Cost (TIC)3.149344%
Net Interest Cost (NIC)3.150000%
All‐In TIC3.326209%
Average Coupon3.150000%
Average Life (years)8.733
Duration of Issue (years)7.481
Par Amount7,360,000.00
Bond Proceeds7,360,000.00
Total Interest2,024,645.00
Net Interest2,024,645.00
Bond Years from Dated Date64,274,444.44
Bond Years from Delivery Date64,274,444.44
Total Debt Service9,384,645.00
Maximum Annual Debt Service618,176.25
Average Annual Debt Service619,334.96
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price100.000000
ParAverageAverage
Bond ComponentValuePriceCouponLife
Serial Bonds7,360,000.00100.0003.150%8.733
7,360,000.008.733
All‐InArbitrage
TICTICYield
Par Value7,360,000.007,360,000.007,360,000.00
+ Accrued Interest
+ Premium (Discount)
‐ Underwriter's Discount
‐ Cost of Issuance Expense ‐95,000.00
‐ Other Amounts
Target Value7,360,000.007,265,000.007,360,000.00
Target Date12/20/201312/20/201312/20/2013
Yield3.149344%3.326209%3.149344%
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 7
BOND DEBT SERVICE
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Period Annual
EndingPrincipalCouponInterestDebt ServiceDebt Service
08/15/2014151,340.00151,340.00
09/30/2014 151,340.00
02/15/2015390,0003.150%115,920.00505,920.00
08/15/2015109,777.50109,777.50
09/30/2015 615,697.50
02/15/2016405,0003.150%109,777.50514,777.50
08/15/2016103,398.75103,398.75
09/30/2016 618,176.25
02/15/2017415,0003.150%103,398.75518,398.75
08/15/201796,862.5096,862.50
09/30/2017 615,261.25
02/15/2018430,0003.150%96,862.50526,862.50
08/15/201890,090.0090,090.00
09/30/2018 616,952.50
02/15/2019445,0003.150%90,090.00535,090.00
08/15/201983,081.2583,081.25
09/30/2019 618,171.25
02/15/2020455,0003.150%83,081.25538,081.25
08/15/202075,915.0075,915.00
09/30/2020 613,996.25
02/15/2021470,0003.150%75,915.00545,915.00
08/15/202168,512.5068,512.50
09/30/2021 614,427.50
02/15/2022485,0003.150%68,512.50553,512.50
08/15/202260,873.7560,873.75
09/30/2022 614,386.25
02/15/2023500,0003.150%60,873.75560,873.75
08/15/202352,998.7552,998.75
09/30/2023 613,872.50
02/15/2024520,0003.150%52,998.75572,998.75
08/15/202444,808.7544,808.75
09/30/2024 617,807.50
02/15/2025535,0003.150%44,808.75579,808.75
08/15/202536,382.5036,382.50
09/30/2025 616,191.25
02/15/2026550,0003.150%36,382.50586,382.50
08/15/202627,720.0027,720.00
09/30/2026 614,102.50
02/15/2027570,0003.150%27,720.00597,720.00
08/15/202718,742.5018,742.50
09/30/2027 616,462.50
02/15/2028585,0003.150%18,742.50603,742.50
08/15/20289,528.759,528.75
09/30/2028 613,271.25
02/15/2029605,0003.150%9,528.75614,528.75
09/30/2029 614,528.75
7,360,0002,024,645.009,384,645.009,384,645.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 8
BOND PRICING
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
Maturity
Bond ComponentDateAmountRateYieldPrice
Serial Bonds:
02/15/2015390,0003.150%3.150%100.000
02/15/2016405,0003.150%3.150%100.000
02/15/2017415,0003.150%3.150%100.000
02/15/2018430,0003.150%3.150%100.000
02/15/2019445,0003.150%3.150%100.000
02/15/2020455,0003.150%3.150%100.000
02/15/2021470,0003.150%3.150%100.000
02/15/2022485,0003.150%3.150%100.000
02/15/2023500,0003.150%3.150%100.000
02/15/2024520,0003.150%3.150%100.000
02/15/2025535,0003.150%3.150%100.000
02/15/2026550,0003.150%3.150%100.000
02/15/2027570,0003.150%3.150%100.000
02/15/2028585,0003.150%3.150%100.000
02/15/2029605,0003.150%3.150%100.000
7,360,000
Dated Date12/20/2013
Delivery Date12/20/2013
First Coupon08/15/2014
Par Amount7,360,000.00
Original Issue Discount
Production7,360,000.00100.000000%
Underwriter's Discount
Purchase Price7,360,000.00100.000000%
Accrued Interest
Net Proceeds7,360,000.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 9
ESCROW REQUIREMENTS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
PeriodPrincipal
EndingPrincipalInterestRedeemedTotal
02/15/2014340,000.00155,800.007,260,000.007,755,800.00
340,000.00155,800.007,260,000.007,755,800.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 10
ESCROW COST
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
PurchaseCost ofCashTotal
DateSecuritiesDepositEscrow Cost
12/20/20137,755,800.007,755,800.00
07,755,800.007,755,800.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 11
ESCROW SUFFICIENCY
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
EscrowNet EscrowExcessExcess
DateRequirementReceiptsReceiptsBalance
12/20/20137,755,800.007,755,800.007,755,800.00
02/15/20147,755,800.00 ‐7,755,800.00
7,755,800.007,755,800.000.00
Note: Preliminary, subject to change.
Nov 8, 2013 1:47 pm Prepared by FirstSouthwest (eaa)(Finance 7.006 Colleyville 2014:COLYV_4B‐S13,S13) Page 12
ESCROW STATISTICS
Colleyville Economic Development Corporation
Sales Tax Revenue Refunding Bonds, Series 2013
Callable on 2/15/2024 @ par
NO DEBT SERVICE RESERVE FUND
‐‐‐‐‐Estimated Private Placement Pricing‐‐‐‐‐
ModifiedYield toYield toPerfectValue of
TotalDurationReceiptDisbursementEscrowNegativeCost of
EscrowEscrow Cost(years)DateDateCostArbitrageDead Time
CASH493,290.000.000000%0.000000%490,940.642,349.36
BP7,262,510.000.000000%0.000000%7,227,921.3534,588.65
7,755,800.007,718,861.990.0036,938.01
Delivery date12/20/2013
Arbitrage yield3.149344%
Note: Preliminary, subject to change.
RESOLUTION R-13-129
A RESOLUTION authorizing the issuance of "COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING
BONDS, SERIES 2013"; pledging certain "Pledged Revenues" of the
Corporation, including "Gross Sales Tax Revenues", to the payment of
the principal of and interest on said Bonds and enacting other provisions
incident and related to the issuance, payment, security and delivery of
said bonds, including the approval of a Paying Agent/Registrar
Agreement, a Purchase Agreement Letter and an Escrow Agreement,
providing for the redemption of the bonds being refunded; and resolving
other matters incident and related to the issuance and sale of the Bonds.
WHEREAS, the Colleyville Economic Development Corporation (the "Corporation"), a
non-profit corporation duly organized and existing under the laws of the State of Texas,
including the Development Corporation Act, Texas Local Government Code, Title 12, Subtitle
C1, as amended, specifically Chapters 501 and 505, as amended (the "Act'), has heretofore
issued, sold, and delivered, and there is currently outstanding, obligations more particularly
described as follows:
Colleyville Economic Development Corporation Refunding and
Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005,
dated June 1, 2005, scheduled to mature on February 15, 2029 and
aggregating in principal amount $7,600,000 (the "Refunded Bonds"); and
AND WHEREAS, the Board of Directors of the Corporation hereby finds and determines
that refunding bonds should be issued in accordance with the provisions of the Act at this time
to refund the Refunded Bonds to provide debt service savings of approximately $__________
and net present value savings of approximately $_________; and
WHEREAS, the Board of Directors further finds and determines that the bonds herein
authorized should be payable from a lien on and pledge of the Pledged Revenues (as defined
herein); now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COLLEYVILLE
ECONOMIC DEVELOPMENT CORPORATION:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the aggregate principal amount
of $7,360,000 to be designated and bear the title "COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2013", hereinafter
referred to as the "Bonds", for the purpose of (a) refunding certain outstanding obligations of the
Corporation (identified in the preamble hereof and referred to as the "Refunded Bonds") and
(b) to pay costs of issuance associated with the issuance of the Bonds, in conformity with the
Constitution and laws of the State of Texas, including Texas Local Government Code, Title 12,
Subtitle C1, as amended, specifically Chapters 501 and 505, as amended.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities – Issue Date. The Bonds shall be issued as fully registered obligations, without
coupons, shall be dated December 1, 2013 (the "Issue Date") and shall be in denominations of
$5,000 or any integral multiple thereof (within a Stated Maturity), shall be numbered
2
consecutively from One (1) upward and shall become due and payable on February 15, 2029
(the "Stated Maturity").
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery
to the initial purchasers (anticipated December 19, 2013) at the rate of _____% per annum
(calculated on the basis of a 360 day year of twelve 30 day months). Interest on the Bonds
shall be payable on February 15 and August 15 in each year, commencing August 15, 2014.
SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of, and the
interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America, which at
the time of payment is legal tender for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of _______________________________, _____, Texas,
as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, exchange and transfer of the Bonds (the "Security
Register") shall at all times be kept and maintained on behalf of the Corporation by the Paying
Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a
"Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A and
such reasonable rules and regulations as the Paying Agent/Registrar and the Corporation may
prescribe. The President of the Board of Directors and Secretary of the Corporation are hereby
authorized to execute and deliver such Agreement in connection with the delivery of the Bonds.
The Corporation covenants to maintain and provide a Paying Agent/Registrar at all times until
the Bonds are paid in full and discharged. Any successor Paying Agent/Registrar shall be a
bank, trust company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written
notice to be sent to the Holder affected by United States mail, first class postage prepaid, which
notice shall identify and give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated offices, initially in _________, __________, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"); provided, however, while this Bond is registered as a
single fully registered bond, the payment of principal upon a partial redemption of the principal
amount hereof may be accomplished without presentation and surrender of this Bond. Interest
on the Bonds shall be paid to the Holders whose name appear in the Security Register at the
close of business on the Record Date (the last business day of the month next preceding each
interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United
States mail, first class postage prepaid, to the address of the Holder recorded in the Security
Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by,
and at the risk and expense of, the Holder. If the date for the payment of the principal of or
interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking
institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located is authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
3
holiday, or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from
the Corporation. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4. Redemption. (a) Optional Redemption. The Bonds shall be subject to
redemption prior to maturity, at the option of the Corporation, in whole or in part in principal
amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the
Paying Agent/ Registrar), on February 15, 2024 or on any date thereafter at the redemption
price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to an optional redemption date set for the redemption of
Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),
the Corporation shall notify the Paying Agent/Registrar of its decision to exercise the right to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set
for the redemption thereof. The decision of the Corporation to exercise the right to redeem
Bonds shall be entered in the minutes of the governing body of the Corporation.
(b) Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior
to maturity at the redemption price of par and accrued interest to the date of redemption on the
respective dates and in principal amounts as follows:
Redemption Date
Principal
Amount
February 15, 2015 $ ___,000
February 15, 2016 ___,000
February 15, 2017 ___,000
February 15, 2018 ___,000
February 15, 2019 ___,000
February 15, 2020 ___,000
February 15, 2021 ___,000
February 15, 2022 ___,000
February 15, 2023 ___,000
February 15, 2024 ___,000
February 15, 2025 ___,000
February 15, 2026 ___,000
February 15, 2027 ___,000
February 15, 2028 ___,000
February 15, 2029 (maturity) ___,000
4
Approximately forty-five (45) days prior to each mandatory redemption date for the
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Bonds to be redeemed
on the next following February 15 from moneys set aside for that purpose in the Bond Fund (as
hereinafter defined). Any Bonds not selected for prior redemption shall be paid on the date of
their Stated Maturity.
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory redemption provisions may be reduced, at the option of the Corporation, by the
principal amount of Bonds which, at least 50 days prior to the mandatory redemption date,
(1) shall have been acquired by the Corporation at a price not exceeding the principal amount of
such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions set forth in paragraph (a) of this Section and not theretofore credited
against a mandatory redemption requirement.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds are to be
redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as
representing the number of Bonds Outstanding which is obtained by dividing the principal
amount of such Bond by $5,000 and shall select the Bonds, or principal amount thereof, to be
redeemed by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Bonds, a notice of redemption shall be sent by United States mail, first class postage
prepaid, in the name of the Corporation and at the Corporation's expense, to each Holder of a
Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given or waived as herein provided, such Bond
(or the principal amount thereof to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor, provided moneys
sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice may state that said redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
5
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received, such notice shall be of no force and
effect, the Corporation shall not redeem such Bonds and the Paying Agent/Registrar shall give
notice, in the manner in which the notice of redemption was given, to the effect that the Bonds
have not been redeemed.
SECTION 5. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new certificates evidencing the Bonds, in authorized
denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or
Bonds surrender for transfer shall be registered and issued to the assignee or transferee of the
previous Holders.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of
like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the
Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying
Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying
Agent/Registrar shall register and deliver new printed certificates evidencing the Bonds,
executed on behalf of, and furnished by, the Corporation, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be
valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to the
same benefits under this Resolution, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 24 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
6
SECTION 6. Execution - Registration. The Bonds shall be executed on behalf of the
Corporation by the President of the Board of Directors under its seal reproduced or impressed
thereon and attested by the Secretary of the Corporation. The signature of said officers on the
Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the Corporation on the Issue Date shall be
deemed to be duly executed on behalf of the Corporation, notwithstanding that such individuals
or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial
purchasers and with respect to Bonds delivered in subsequent exchanges and transfers.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8(c), manually executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 8(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 7. Initial Bond(s). The Bonds herein authorized shall be initially issued as a
single fully registered bond in the total principal amount noted in Section 1 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1,
(hereinafter called the "Initial Bond") and the Initial Bond shall be registered in the name of the
initial purchaser or the designee thereof. The Initial Bond shall be the Bonds submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar,
pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall
cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest
rates for transfer and delivery to the Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions from the initial purchaser, or the
designee thereof, and such other information and documentation as the Paying Agent/Registrar
may reasonably require.
SECTION 8. Forms. (a) Forms Generally. The Bonds, the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas (to be printed on the Initial Bond only),
the Certificate of Registration, and the form of Assignment to be printed on each of the Bonds,
shall be substantially in the forms set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Resolution
and may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements (including insurance
legends on insured Bonds and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the Board of Directors of the Corporation or determined
by the officers executing such Bonds as evidenced by the execution thereof. Any portion of the
text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Bond.
The Bonds, including the Initial Bond, shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
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(b) Form of Bonds.
REGISTERED REGISTERED
NO. [T-1][R-1] $7,360,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE REFUNDING BOND
SERIES 2013
Issue Date: Interest Rate: Stated Maturity:
December 1, 2013 _______% February 15, 2029
Registered Owner: ________________________________
Principal Amount: SEVEN MILLION THREE HUNDRED SIXTY THOUSAND DOLLARS
The Colleyville Economic Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including the Development Corporation Act, Texas Local
Government Code, Title 12, Subtitle C1, as amended, specifically Chapters 501 and 505, as
amended (the "Act"), in Tarrant County, Texas, for value received, hereby promises to pay to
the order of the Registered Owner named above, or the registered assigns thereof, solely from
the revenues and sources pledged under the Resolution identified below, the Principal Amount
stated above (or so much thereof as shall not have been paid upon prior redemption) on the
Stated Maturity date specified above and to pay interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid Principal Amount hereof from the date of delivery
to the initial purchasers at the per annum rate of interest specified above; such interest being
payable on February 15 and August 15 of each year, commencing August 15, 2014. Principal
of this Bond is payable at its Stated Maturity or redemption to the registered owner hereof, upon
presentation and surrender, at the Designated Payment/Transfer Office of
_____________________________, ________, Texas or its successor (the “Paying
Agent/Registrar”); provided, however, while this Bond is registered as a single fully registered
bond, the payment of principal upon a partial redemption of the principal amount hereof may be
accomplished without presentation and surrender of this Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, as defined in the resolution
hereinafter referenced) whose name appears on the "Security Register" maintained by the
Paying Agent/Registrar at the close of business on the "Record Date", which is the last business
day of the month next preceding each interest payment date and interest shall be paid by the
Paying Agent/Registrar by check sent United States mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. All payments of principal of, premium, if any, and interest on this Bond shall
be without exchange or collection charges to the owner hereof and in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of
public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $7,360,000 (herein referred to as the “Bonds”) for the purpose of providing funds (a)
to refund certain outstanding obligations of the Corporation (identified in the preamble hereof
and referred to as the "Refunded Bonds") and (b) to pay costs of issuance associated with the
8
issuance of the Bonds, in conformity with the Constitution and laws of the State of Texas,
including the Act, and pursuant to a Resolution adopted by the governing body of the
Corporation (herein referred to as the “Resolution”).
The Bonds shall be subject to mandatory redemption prior to maturity at the redemption
price of par and accrued interest to the date of redemption on the respective dates and in
principal amounts as follows:
Redemption Date
Principal
Amount
February 15, 2015
February 15, 2016
February 15, 2017
February 15, 2018
February 15, 2019
February 15, 2020
February 15, 2021
February 15, 2022
February 15, 2023
February 15, 2024
February 15, 2025
February 15, 2026
February 15, 2027
February 15, 2028
February 15, 2029 (maturity)
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
required to be redeemed pursuant to the operation of such mandatory redemption provisions
may be reduced, at the option of the Corporation, by the principal amount of Term Bonds
which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by
the Corporation at a price not exceeding the principal amount of such Term Bonds plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
appearing below and not theretofore credited against a mandatory redemption requirement.
The Bonds may be redeemed prior to their Stated Maturities, at the option of the
Corporation, in whole or in part in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2024 or
on any date thereafter at the redemption price of par plus accrued interest thereon to the
redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions relating thereto contained in
the Resolution. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and, if
9
moneys for the payment of the redemption price and the interest accrued on the principal
amount to be redeemed to the date of redemption are held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the
redemption date on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed, payment of
the redemption price of such principal amount shall be made to the registered owner only upon
presentation and surrender of such Bond to the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any
authorized denominations provided in the Resolution for the then unredeemed balance of the
principal sum thereof will be issued to the registered owner, without charge. If a Bond is called
for redemption, in whole or in part, the Corporation and the Paying Agent/Registrar shall not be
required to transfer such Bond to an assignee of the Holder within 45 days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the receipt of such moneys by the
Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, such notice shall be of no force and effect, the Corporation shall not redeem such
Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable solely from and equally and ratably secured by a pledge of the
"Pledged Revenues" (as defined in the Resolution) received by the Corporation, including the
receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the Act and an
election held in the City of Colleyville, Texas (the "City"). The Bonds do not constitute a legal or
equitable, pledge, charge, lien or encumbrance upon any property of the Corporation or the City
except with respect to the "Pledged Revenues". This Bond may not be paid in whole or in part
from any property taxes raised or to be raised by the City and is not a debt of and does not give
rise to a claim for payment against the City, except as to the sales and use tax revenues held by
the City and required under the Act to be paid over to the Corporation. Neither the State of
Texas, the City or any political corporation, subdivision or agency of the State of Texas shall be
obligated to pay this Bond or the interest hereon and neither the faith and credit nor the taxing
power of the State, the City or any other political corporation, subdivision or agency thereof is
pledged to the payment of the principal of and interest on this Bond except as noted above.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
"Pledged Revenues" and equally and ratably secured by a parity first lien on and pledge of such
“Pledged Revenues” securing the payment of the Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
10
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary. In the event of non-payment of interest on a Bond on a scheduled payment date
and for thirty (30) days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the Corporation. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the address of each
Holder of a Bond appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid special obligations of the Corporation have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by law; and that due provision has been made for the payment of the
principal of and interest on the Bonds from the sources and in the manner provided in the
Resolution. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Resolution shall be construed in accordance with and shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation as of the Issue Date.
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COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
ATTEST:
_____________________________
Carol Wollin
President, Board of Directors
_______________________________Amy Shelley
Secretary
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
)
OF PUBLIC ACCOUNTS ) REGISTER NO.
)
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this .
______________________________
Comptroller of Public Accounts
(SEAL) of the State of Texas
(d) Form of Certificate of Paying Agent/Registrar to Appear on definitive Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
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The designated office of the Paying Agent/Registrar located in __________, ________
is the "Designated Payment/Transfer Office" for this Bond.
____________ BANK
_______, Texas,
as Paying Agent/Registrar
Registration date:
______________________________By ______________________________
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:) __________________________
____________________________________________________________________________
____________________________________________________________________________
(Social Security or other identifying number: ________________________________________
_________________________________) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints _______________________________________________
____________________________________________________________________________
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED: _________________________
Signature guaranteed:
_________________________________
________________________________________
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.
SECTION 9. Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
"Act" - The Development Corporation Act, Texas Local Government
Code, Title 12, Subtitle C1, as amended at any time.
"Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter into, as
the case may be, in the future in accordance with the terms and conditions
provided in Section 17 hereof and which, together with the Bonds, are equally
and ratably secured by a parity pledge of and claim on the Pledged Revenues
under the terms of this Resolution and a Supplemental Resolution.
"Average Annual Debt Service" - That amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be paid
over a period of years as the same is scheduled to become due and payable by
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the number of years taken into account in determining the total Debt Service.
Capitalized interest payments provided from proceeds or borrowings of the
Corporation shall be excluded in making the aforementioned computation.
"Board" - The Board of Directors of the Corporation.
"Bonds" - The "Colleyville Economic Development Corporation Sales Tax
Revenue Refunding Bonds, Series 2013," dated December 1, 2013, authorized
by this Resolution.
"City" - The City of Colleyville, Texas.
"Corporation" - The Colleyville Economic Development Corporation, a
non-profit industrial development corporation organized and existing under and
pursuant to the laws of the State of Texas, including Chapters 501 and 505 of the
Act, as amended, and on behalf of the City of Colleyville, Texas.
"Debt Service" - As of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to
be paid or set aside by the Corporation as of such date or in such period for the
payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a
fixed numerical rate, that such obligations bear, or would have borne, interest at
the maximum legal per annum rate applicable to such obligations, and further
assuming in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be redeemed prior to
maturity in accordance with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified financial institution
eligible and qualified to serve as the custodian of the Corporation’s monetary
accounts and funds.
"Fiscal Year" - The twelve month financial accounting period used by the
Corporation ending September 30 in each year, or such other twelve consecutive
month period established by the Corporation.
"Government Obligations" - (i) direct noncallable obligations of the United
States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or
instrumentality and on the date of their acquisition or purchase by the
Corporation are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and on the date of their
acquisition or purchase by the Corporation, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent
and (iv) any other then authorized securities or obligations that may be used to
14
defease obligations such as the Bonds under the then applicable laws of the
State of Texas.
"Gross Sales Tax Revenues" - All of the sales tax revenues or receipts
due or owing to, or collected or received by or on behalf of the Corporation by the
City or otherwise pursuant to the Act and the election held August 10, 1996, less
any amounts due and owed to the Comptroller of Public Accounts of the State of
Texas as charges for the collection of the Sales Tax or retention by said
Comptroller for refunds and to redeem dishonored checks and drafts, to the
extent such charges and retention are authorized or required by law.
"Outstanding" - When used in this Resolution with respect to Bonds or
Parity Obligations, as the case may be, means, as of the date of determination,
all Bonds and Parity Obligations theretofore sold, issued and delivered by the
Corporation, except:
(1) those Bonds or Parity Obligations canceled or delivered to the
transfer agent or registrar for cancellation in connection with the exchange or
transfer of such obligations;
(2) those Bonds or Parity Obligations paid or deemed to be paid in
accordance with the provisions of Section 23 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of Additional Obligations.
(3) those Bonds or Parity Obligations that have been mutilated,
destroyed, lost, or stolen and replacement obligations have been registered and
delivered in lieu thereof.
"Parity Obligations" - Collectively, the Bonds and Additional Obligations.
"Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from
time to time deposited or owing to the Pledged Revenue Fund and (ii) such other
money, income, revenue, receipts or other property as may be specifically
dedicated, pledged or otherwise encumbered in a Supplemental Resolution for
the payment and security of Parity Obligations.
“Required Reserve” – Any amounts required to be accumulated and
maintained in the Reserve Fund under the provisions of Section 13 hereof.
"Sales Tax" - The local sales and use tax authorized under Chapter 505
of the Act, approved at an election held on August 10, 1996, and the effective
date for the imposition and application of such Sales Tax within the corporate
limits of the City by the Comptroller of Public Accounts of the State of Texas
being January 1, 1997, together with any increases in the rate of such Sales Tax
authorized and provided by law.
"Supplemental Resolution" - Any resolution of the Board supplementing
this Resolution for the purpose of authorizing and providing the terms and
provisions of the Bonds or Additional Obligations, or supplementing or amending
this Resolution for any other authorized purpose permitted in Section 17 or 24
hereof, including resolutions authorizing the issuance of Additional Obligations or
15
pledging and encumbering income, revenues, receipts or property other than the
Gross Sales Tax Revenues to the payment and security of the Parity Obligations.
SECTION 10. Pledge. The Corporation hereby covenants and agrees that under the
terms and provisions of the resolutions and proceedings pertaining to their authorization, the
Pledged Revenues are hereby irrevocably pledged to the payment and security of the Bonds
and Additional Obligations, if issued, including the establishment and maintenance of the
special funds created and established in this Resolution and any Supplemental Resolution, all
as hereinafter provided. The Corporation hereby resolves that the Parity Obligations shall
constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and
any Supplemental Resolution, which lien shall be valid and binding and fully perfected from and
after the date of adoption of this Resolution without physical delivery or transfer or transfer of
control of the Pledged Revenues, the filing of this Resolution or any other act; all as provided in
Texas Government Code, Chapter 1208, as amended.
Texas Government Code, Chapter 1208, as amended, applies to the issuance of the
Bonds and the pledge of the Pledged Revenues granted by the Corporation under this Section
10, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any
time while the Bonds are Outstanding such that the pledge of the Pledged Revenues granted by
the Corporation under this Section 10 is to be subject to the filing requirements of Texas
Business and Commerce Code, Chapter 9, as amended, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the
Corporation agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Texas Business and Commerce
Code, Chapter 9, as amended, and enable a filing to perfect the security interest in said pledge
to occur.
SECTION 11. Pledged Revenue Fund. The Corporation hereby agrees and covenants
to maintain a fund or account at a Depository for the deposit of the Pledged Revenues as
received by the Corporation, which fund or account shall be known on the books and records of
the Corporation as the "Pledged Revenue Fund". All Pledged Revenues deposited to the credit
of such Fund shall be accounted for separate and apart from all other revenues, receipts and
income of the Corporation and, with respect to the Gross Sales Tax Revenues, the Corporation
shall further account for such funds separate and apart from the other Pledged Revenues
deposited to the credit of the Pledged Revenue Fund. All Pledged Revenues deposited to the
credit of the Pledged Revenue Fund shall be appropriated and expended to the extent required
by this Resolution and any Supplemental Resolution for the following uses and in the order of
priority shown:
First: To the payment of the amounts required to be deposited in the
Bond Fund for the payment of Debt Service on the Parity Obligations as the
same becomes due and payable;
Second: To the payment of the amounts required to be deposited in the
Reserve Fund, if any, to establish and maintain the Required Reserve in
accordance with the provisions of this Resolution and any Supplemental
Resolution;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
16
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a lien on
the Pledged Revenues subordinate to the lien created herein on behalf of the
Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law.
SECTION 12. Bond Fund. For the purpose of providing funds to pay the principal of
and interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate
and special account or fund on the books and records of the Corporation known as the
"Colleyville Economic Development Corporation Service Account" (the "Bond Fund"), and all
monies deposited to the credit of such Fund shall be held in a special banking fund or account
maintained at a Depository of the Corporation. The Corporation covenants that there shall be
deposited into the Bond Fund prior to each principal and interest payment date from the
Pledged Revenues an amount equal to one hundred per centum (100%) of the interest on and
the principal of the Bonds then falling due and payable, and such deposits to pay principal and
accrued interest on the Bonds shall be made in substantially equal monthly installments on or
before the 10th day of each month, beginning on or before the 10th day of the month next
following the delivery of the Bonds to the initial purchasers.
The required deposits to the Bond Fund for the payment of principal of and interest on
the Bonds shall continue to be made as hereinabove provided until (i) the total amount on
deposit in the Bond Fund is equal to the amount required to fully pay and discharge all Parity
Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer Outstanding.
SECTION 13. Reserve Fund. A Reserve Fund shall not be required to be established
or maintained by the Corporation for the payment of the Bonds or any other Parity Obligations
so long as the Pledged Revenues for a Fiscal Year (calculated annually on or before the date
that is 6 months after the end of said Fiscal Year and for which audited financial statements of
the Corporation have been prepared and accepted) equal or exceed one hundred fifty per cent
(150%) of the maximum debt service requirements of the outstanding Parity Bonds. If any such
calculation reflects that the Pledged Revenues do not exceed 150% of the maximum debt
service requirements of the then outstanding Parity Bonds, the Corporation shall be obligated to
establish and maintain on the books of the Corporation a separate fund or account designated
as the Reserve Fund. Upon being established and except as provided in below, the amount on
deposit to the credit of the Reserve Fund shall be maintained for the benefit of the owners of the
Parity Bonds. Monies or investments held in the Reserve Fund shall be used for the purpose of
retiring the last of the Parity Bonds as they become due or paying principal of and interest on
the Parity Bonds when and to the extent the amounts in the Bond Fund are insufficient for such
purpose.
When a Reserve Fund is required to be established as noted above and while the same
is required to be maintained, the Required Reserve to be accumulated and maintained in such
Reserve Fund shall be equal to the maximum annual Debt Service (calculated on a Fiscal Year
basis) for all Parity Bonds then Outstanding, as determined on the date of calculation of the
Pledged Revenues. The Required Reserve shall be established and maintained with Pledged
Revenues, the proceeds of sale of Parity Bonds, by depositing to the credit of the Reserve Fund
one or more surety bonds issued by a company or institution having a rating in one of the two
17
highest rating categories by two nationally recognized rating agencies or services, or by making
monthly deposits from lawfully available funds on or before the 15th day of each month following
the determination of the need to fund a Reserve Fund, of not less than 1/36th of the Required
Reserve.
If a Reserve Fund has been established and if on the date of the calculation of the
Pledged Revenues for two (2) consecutive calculation periods the calculation of the Pledged
Revenues reflects that the Pledged Revenues were at least equal to 150% of the maximum
annual debt service on the then outstanding Parity Bonds, the money in the Reserve Fund can
be released and used by the Corporation for any lawful purpose that is consistent with the
provisions of the Act and any applicable federal income tax requirements related to the tax-
exempt status of the Parity Bonds and the Reserve Fund will no longer need to be maintained
unless and until future calculations reflect that the Pledged Revenues were not at least equal to
150% of the maximum annual debt service on the then outstanding Parity Bonds in which event
the Reserve Fund shall be reinstated and funded as set forth above. This process is intended
to be followed during the time any of the Bonds are outstanding.
SECTION 14. Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund, such deficiency shall be cured as
soon as possible from the next available Pledged Revenues, or from any other sources
available for such purpose.
SECTION 15. Payment of Bonds. While any of the Bonds are Outstanding, the Finance
Manager of the Corporation (or other designated financial officer of the Corporation) shall cause
to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
amounts sufficient to fully pay and discharge promptly as each installment of interest and
principal of the Bonds accrues or matures; such transfer of funds to be made in such manner as
will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the business day next preceding the date of payment for the Bonds.
SECTION 16. Investments - Security of Funds. (a) Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (Texas
Government Code, Chapter 2256, as amended), including investments held in book-entry form;
provided that all such deposits and investments shall be made in such a manner that the money
required to be expended from any Fund will be available at the proper time or times. Such
investments shall be valued in terms of current market value within 45 days of the close of each
Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the appropriate account of the Bond
Fund. All such investments shall be sold promptly when necessary to prevent any default in
connection with the Parity Obligations.
(b) Money deposited to the credit of the Pledged Revenue Fund and Bond Fund, to the
extent not invested and not otherwise insured by the Federal Deposit Insurance Corporation or
similar agency, shall be secured by a pledge of direct obligations of the United States of
America, or obligations unconditionally guaranteed by the United States of America.
SECTION 17. Issuance of Additional Parity Obligations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
purpose. Such Additional Obligations may be issued in such form and manner as the
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Corporation shall determine, provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the authorization and issuance of the same
are satisfied, to wit:
(1) The Finance Manager of the Corporation (or other officer of the
Corporation then having the primary responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating that, to the best of his or
her knowledge and belief, the Corporation is not then in default as to any
covenant, obligation or agreement contained in the Resolution or a Supplemental
Resolution.
(2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the Corporation for
either (i) the last completed Fiscal Year next preceding the adoption of the
Supplemental Resolution authorizing the issuance of the proposed Additional
Obligations or (ii) any twelve (12) consecutive months out of the previous fifteen
(15) months next preceding the adoption of the Supplemental Resolution
authorizing the Additional Obligations were equal to not less than 1.25 times the
maximum annual Debt Service for all Parity Obligations then Outstanding after
giving effect to the issuance of the Additional Obligations then being issued.
Additionally, for the purpose of providing this certificate or opinion, if the
Corporation shall not have received Gross Sales Tax Revenues for a full 12
month period, one-half of the amount of sales tax revenues actually received by
the City under Texas Tax Code, Chapter 321, as amended, may be used for the
months during which the Corporation did not receive Gross Sales Tax Revenues.
SECTION 18. Refunding Bonds. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Parity Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 17 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 19. Right to Create Subordinate Debt. Except as may be limited by a
Supplemental Resolution, the Corporation shall have the right to issue or create any debt
payable from or secured by a lien on all or any part of the Pledged Revenues for any lawful
purpose without complying with the provisions of Section 17 or 18 hereof, provided the pledge
and the lien securing such debt is subordinate to the pledge and lien established, made and
created in Section 10 of this Resolution with respect to the Pledged Revenues to the payment
and security of the Parity Obligations.
SECTION 20. Confirmation and Levy of Sales Tax. (a) The Board hereby represents
the City has duly complied with the provisions of the Act for the levy of the Sales Tax at the rate
voted at the election held by and within the City on August 10, 1996, and such Sales Tax is to
be imposed within the corporate limits of the City and the receipts of such Sales Tax are to be
remitted to the City by the Comptroller of Public Accounts on a monthly basis.
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a
higher rate if legally permitted, to be levied and collected continuously, in the manner and to the
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maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this
Section to be ordered or permitted while any Bonds shall remain Outstanding.
(c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax.
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
the Act, at the earliest and most frequent times permitted by law.
(e) The Corporation agrees to use its best efforts to cause the City to comply with the
Act and shall cause the Gross Sales Tax Revenues to be deposited to the credit of the Pledged
Revenue Fund in their entirety immediately upon receipt by the City. In the alternative and if
legally authorized, the Corporation shall, by appropriate notice, direction, request or other legal
method, use its good-faith efforts to cause the Comptroller of Public Accounts of the State of
Texas (the "Comptroller") to pay all Gross Sales Tax Revenues directly to the Corporation for
deposit to the Pledged Revenue Fund.
SECTION 21. Records and Accounts. The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close
of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Each such audit, in addition to whatever other
matters may be thought proper by the accountant, shall particularly include the following:
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
(2) A balance sheet for the Corporation as of the end of such Fiscal
Year.
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report and be accompanied by an opinion of the accountant to the effect that such
examination was made in accordance with generally accepted auditing standards and contain a
statement to the effect that in the course of making the examination necessary for the report
and opinion, the accountant obtained no knowledge of any default of the Corporation on the
Bonds or in the fulfillment of any of the terms, covenants or provisions of this Resolution, or
under any other evidence of indebtedness, or of any event which, with notice or lapse of time, or
both, would constitute a failure of the Corporation to comply with the provisions of this
Resolution or if, in the opinion of the accountants, any such failure to comply with a covenant or
agreement hereof, a statement as to the nature and status thereof shall be included.
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 120 days
following the close of each Fiscal Year insofar as is possible.
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The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 22. Representations as to Security for the Bonds. (a) The Corporation
represents and warrants that, except for the Parity Obligations, the Pledged Revenues are and
will be and remain free and clear of any pledge, lien, charge or encumbrance thereon or with
respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by
this Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
(c) The Corporation shall at all times, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenues and all the rights of the Holders against all
claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged Revenues,
as herein set forth, are established and shall be for the equal benefit, protection and security of
the owners and holders of Parity Obligations without distinction as to priority and rights under
this Resolution.
(f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation.
The Bonds may not be paid in whole or in part from any property taxes raised or to be raised by
the City and shall not constitute debts or obligations of the State or of the City, and the Holders,
shall never have the right to demand payment out of any funds raised or to be raised by any
system of ad valorem taxation.
SECTION 23. Satisfaction of Obligation of Corporation. If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if
any, and interest on the Bonds, at the times and in the manner stipulated in this Resolution,
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
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Bonds on the Stated Maturities thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been
made) the redemption date thereof. The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as “arbitrage bonds” within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted
pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)
years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to
any applicable unclaimed property laws of the State of Texas.
SECTION 24. Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section. The Corporation, may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Resolution in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Corporation may, with the written consent from the
owners holding a majority in aggregate principal amount of the Parity Obligations then
Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Resolution;
provided that, without the written consent of all Holders of Outstanding Bonds effected, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds or Parity Obligations, as the case may be, required to be held for consent to any such
amendment, addition, or rescission.
SECTION 25. Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
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Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 26. Covenants Regarding Tax-Exempt Status. (a) Definitions. When used
in this Section 26, the following terms have the following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section
1.148-1(c) of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The Corporation shall not use, permit the
use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the Corporation receives a written opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not
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adversely affect the exemption from federal income tax of the interest on any Bond, the
Corporation shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. The Bonds are being issued to refinance the
costs of the projects financed by the Refunded Bonds (the “Projects”) for and on behalf of the
City, a political subdivision of the State of Texas. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the Projects shall at all times prior to the last
Stated Maturity of Bonds:
(1) be exclusively owned, operated and maintained by the City, and
prohibits the City from using or permitting the use of such Gross Proceeds or any
property acquired, constructed or improved with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Bonds) in any activity
carried on by any person or entity other than a state or local government, unless
such use is solely as a member of the general public; and
(2) prohibits the City from directly or indirectly imposing or accepting any
charge or other payment for use of Gross Proceeds of the Bonds or for any
property the acquisition, construction or improvement of which is to be financed
or refinanced directly or indirectly with such Gross Proceeds (including property
financed with Gross Proceeds of the Refunded Bonds), other than taxes of
general application within the City or interest earned on investments acquired
with such Gross Proceeds pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and the
Regulations and rulings thereunder, the Corporation shall not use Gross Proceeds of the Bonds
to make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the Corporation shall not at any time prior to
the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the Corporation shall not take or omit to take
any action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder.
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(g) Information Report. The Corporation shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of
account separately and apart from all other funds (and receipts, expenditures
and investments thereof) and shall retain all records of accounting for at least six
years after the day on which the last outstanding Bond is discharged. However,
to the extent permitted by law, the Corporation may commingle Gross Proceeds
of the Bonds with other money of the Corporation, provided that the Corporation
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the Corporation
shall calculate the Rebate Amount in accordance with rules set forth in section
148(f) of the Code and the Regulations and rulings thereunder. The Corporation
shall maintain such calculations with its official transcript of proceedings relating
to the issuance of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the Corporation shall pay to the United States out of the Bond
Fund or its general fund, as permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds
equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount
on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments
shall be made at the times, in the installments, to the place and in the manner as
is or may be required by section 148(f) of the Code and the Regulations and
rulings thereunder, and shall be accompanied by Form 8038-T or such other
forms and information as is or may be required by Section 148(f) of the Code and
the Regulations and rulings thereunder.
(4) The Corporation shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and
(3), and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the Corporation shall not, at any time prior to
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the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been
relevant to either party.
(j) Elections. The Corporation hereby directs and authorizes the President of the Board
of Directors and Secretary and Finance Manager of the Corporation, individually or jointly, to
make elections permitted or required pursuant to the provisions of the Code or the Regulations,
as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or document.
(k) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds
were issued, the Corporation reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued and (2) not more than
50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or more.
(l) Current Refunding. The Bonds are being issued exclusively to pay and discharge in
full the Refunded Bonds and such payment of the Refunded Bonds will occur within ninety (90)
days after the issuance of the Bonds.
(m) Qualified Tax-Exempt Obligations. In accordance with the provisions of paragraph
(3) of subsection (b) of Section 265 of the Code, the Corporation hereby designates the Bonds
to be “qualified tax-exempt obligations” in that the Bonds are not “private activity bonds” as
defined in the Code and the reasonably anticipated amount of “qualified tax-exempt obligations”
to be issued by the Corporation (including the City and all subordinate entities of the City) for the
calendar year 2013 will not exceed $10,000,000.
SECTION 27. Sale of Bonds. The offer of _________ (herein referred to as the
"Purchasers") to purchase the Bonds in accordance with a purchase agreement letter, dated as
of December 3, 2013, attached hereto as Exhibit B and incorporated herein by reference as a
part of this Resolution for all purposes is hereby accepted and the sale of the Bonds to said
Purchasers is hereby approved and authorized, and declared to be in the best interest of the
Corporation. The President of the Board of Directors and Secretary of the Corporation are
hereby authorized and directed to sign the acceptance clause of said letter for and on behalf of
the Corporation and as the act and deed of this Board of Directors. Delivery of the Bonds to the
Purchasers shall occur as soon as possible upon payment being made therefor in accordance
with the terms of sale.
SECTION 28. Approval and Execution of Escrow Agreement. The "Escrow Agreement"
(the "Agreement") by and between the Corporation and The Bank of New York Mellon Trust
Company, N.A. (the "Escrow Agent"), attached hereto as Exhibit C and incorporated herein by
reference as a part of this Resolution for all purposes, is hereby approved as to form and
content, and such Agreement in substantially the form and substance attached hereto, together
with such changes or revisions as may be necessary to accomplish the refunding or benefit the
Corporation, is hereby authorized to be executed by the President of the Board of Directors and
Secretary of the Corporation for and on behalf of the Corporation and as the act and deed of
this Board of Directors; and such Agreement as executed by said officials shall be deemed
approved by the Board of Directors and constitute the Agreement herein approved.
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Appropriate officials of the Corporation in cooperation with the Escrow Agent are hereby
authorized and directed to make the necessary arrangements for the purchase of the Escrowed
Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on the day
of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 2013
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION REFUNDING BOND ESCROW
FUND" (the "Escrow Fund"); all as contemplated and provided in Act, this Resolution and the
Agreement.
SECTION 29. Redemption of Refunded Bonds. The Refunded Bonds shall be
redeemed and the same are hereby called for redemption on February 15, 2014, at the price of
par and accrued interest to the date of redemption. The Secretary of the Corporation is hereby
authorized and directed to file a copy of this Resolution, together with a suggested form of
notice of redemption to be sent to bondholders, with Bank of America, Dallas, Texas (the
current paying agent/registrar), in accordance with the redemption provisions applicable to such
bonds; such suggested form of notice of redemption being attached hereto as Exhibit D and
incorporated herein by reference as a part of this resolution for all purposes.
The redemption of Refunded Bonds, the approval, authorization and arrangements
herein given and provided for the redemption of such obligations on the redemption dates
designated therefor and in the manner provided shall be irrevocable upon the issuance and
delivery of the Bonds; and the Secretary of the Corporation is hereby authorized and directed to
make all arrangements necessary to notify the holders of such bonds of the Corporation’s
decision to redeem such bonds on the date and in the manner herein provided and in
accordance with the resolution authorizing the issuance of the Refunded Bonds and this
Resolution.
SECTION 30. Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale, excluding amounts to pay costs of issuance, shall be deposited to the credit of
the Escrow Fund. The balance of the proceeds of sale of the Bonds shall be expended to pay
costs of issuance and any excess amount budgeted for such purpose shall be deposited to the
credit of the Bond Fund. Pending expenditure for authorized projects and purposes, the
proceeds of sale of the Bonds deposited to the construction fund may be invested in authorized
investments and any investment earnings realized may be expended for such authorized
projects or purposes or deposited in the Bond Fund as shall be determined by the Board of
Directors.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Purchasers, the Finance Manager shall cause to be transferred in immediately available funds
to the Escrow Agent from moneys on deposit in the interest and sinking fund maintained for the
payment of the Refunded Bonds the sum of $_______ to accomplish the refunding.
SECTION 31. Further Procedures. Any one or more of the President, Vice President,
any Director of the Board, General Manager, Finance Manager or Secretary of the Corporation
are hereby expressly authorized, empowered and directed from time to time and at any time to
do and perform all such acts and things and to execute, acknowledge and deliver in the name
and on behalf of the Corporation all agreements, instruments, certificates or other documents,
whether mentioned herein or not, as may be necessary or desirable in order to carry out the
terms and provisions of this Resolution and the issuance of the Bonds. In addition, prior to the
initial delivery of the Bonds, the President, Vice President, any Director of the Board, General
Manager, Finance Manager or Secretary of the Corporation are each hereby authorized and
directed to approve any changes or corrections to this Resolution or to any of the documents
27
authorized and approved by this Resolution: (i) in order to cure any ambiguity, formal defect, or
omission in the Resolution or such other document; or (ii) as requested by the Attorney General
of the State of Texas or his representative to obtain the approval of the Bonds by the Attorney
General and if such officer or counsel determines that such changes are consistent with the
intent and purpose of the Resolution, which determination shall be final. In the event that any
officer of the Corporation whose signature shall appear on any document shall cease to be such
officer before the delivery of such document, such signature nevertheless shall be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 32.Notices to Holders - Waiver. Wherever this Resolution provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first class postage prepaid, to
the address of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 33. Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation.
SECTION 34. Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski LLP, Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds.
SECTION 35. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the
legality thereof and neither the Corporation nor attorneys approving said Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive
Bonds.
SECTION 36. Control and Custody of Bonds. The President of the Board shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the Attorney General, the
28
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
Furthermore, the President and Vice President of the Board of Directors or the
Secretary, Finance Manager, and General Manager of the Corporation, individually, jointly or
collectively, are hereby authorized and directed to furnish and execute such documents and
certifications relating to the Corporation and the issuance of the Bonds, as may be necessary
for the approval of the Attorney General, registration by the Comptroller of Public Accounts and
delivery of the Bonds to the initial purchasers and, together with the Corporation’s financial
advisor, general counsel, bond counsel and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Bond(s) to the Purchasers and the initial exchange
thereof for definitive Bonds.
SECTION 37. Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 38. Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
SECTION 39. Governing Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 40. Severability. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
SECTION 41. Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 42. Incorporation of Findings and Determinations. The findings and
determinations of the Board of Directors contained in the preamble hereof are hereby
incorporated by reference and made a part of this Resolution for all purposes as if the same
were restated in full in this Section.
SECTION 43. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 44. Effective Date. This Resolution shall be in force and effect from and after
its passage on the date shown below.
29
PASSED AND ADOPTED, this December 3, 2013.
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
_______________________________
Carol Wollin
President, Board of Directors ATTEST:
_____________________________
Amy Shelley
Secretary
(Corporation Seal)
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of December 3, 2013 (this “Agreement”), by and
between _______________ Bank_____, a banking [association][corporation] duly organized
and existing under the laws of the __________, or its successors (the “Bank”) and the
Colleyville Economic Development Corporation (the “Issuer”),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
“Colleyville Economic Development Corporation Sales Revenue Refunding Bonds, Series 2013”
(the “Securities”), dated December 1, 2013, such Securities scheduled to be delivered to the
initial purchasers thereof on or about December 19, 2013; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the “Authorizing Document” (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank’s services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
EXHIBIT A
2
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
“Acceleration Date” on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the
Security.
“Authorizing Document” means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
“Bank Office” means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
“Holder” and “Security Holder” each means the Person in whose name a
Security is registered in the Security Register.
“Person” means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
“Predecessor Securities” of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
“Redemption Date”, when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
“Responsible Officer”, when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
3
“Security Register” means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
“Stated Maturity” means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms “Bank,” “Issuer,” and “Securities
(Security)” have the meanings assigned to them in the recital paragraphs of this Agreement.
The term “Paying Agent/Registrar” refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and/or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder’s risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the “Security Register”) for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
4
electronic or other means and will be capable at all times of producing a hard copy of the
Security Register at its Dallas office for use by the Issuer. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank’s general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
5
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
6
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, Issuer’s financial advisor or other agent. The Bank may act on a
facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the
Issuer, the Issuer’s financial advisor or other agent as the final closing memorandum or letter.
The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from
the Bank’s reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
7
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for “Depository Trust Company” services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the “Operational Arrangements”, which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
8
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
9
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
_________ BANK NATIONAL ASSOCIATION
By:
Title:
Address:
[signature page to Paying Agent/Registrar Agreement – signatures continue on next page]
11
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
By:
President, Board of Directors
Address: 100 Main Street
Colleyville, Texas 76034
Attest:
______________________________
Secretary
[signature page to Paying Agent/Registrar Agreement
A-1
ANNEX A
PURCHASE AGREEMENT
December 3, 2013
Colleyville Economic Development Corporation
100 Main Street
Colleyville, Texas 76034
Re: $7,360,000 “Colleyville Economic Development Corporation Sales Tax Revenue
Refunding Bonds, Series 2013,” dated December 1, 2013
Ladies and Gentlemen:
_____________________ (the “Purchaser”) hereby offers to purchase from the
Colleyville Economic Development Corporation (the “Corporation”) the captioned bonds (the
“Bonds”) and, upon acceptance of this offer by the Corporation, such offer will become a binding
agreement between the Purchaser and the Corporation. This offer must be accepted by 10:00
p.m., Colleyville, Texas, time, December 3, 2013, and if not so accepted will be subject to
withdrawal.
1.Purchase Price: The purchase price for the Bonds is par, $7,360,000.
2.Terms of Bonds: The Bonds shall be issued in the principal amounts, shall bear interest
at such rates, mature on such dates and in such amounts and have such other terms
and conditions as are set forth in the Resolution adopted by the Board of Directors of the
Corporation on December 3, 2013 (the “Resolution”) authorizing the issuance of the
Bonds, a copy of which has been provided to the Purchaser. Pursuant to and as more
fully described in the Resolution, the Bonds shall be secured by a pledge of the Pledged
Revenues (as defined in the Resolution).
3.Closing: The Corporation shall deliver the Bonds to, or for the account of, the Purchaser
and the Purchaser shall purchase the Bonds at 10:00 a.m. Dallas, Texas, time, on
December 19, 2013, or at such other time as shall be mutually agreed upon (hereinafter
referred to as the “Closing”). The Closing shall take place at the offices of Fulbright &
Jaworski LLP, Dallas, Texas, or such other location as may be mutually agreed upon.
The Corporation will also deliver a signed copy of the Resolution to the Purchaser.
4.Conditions to Closing: The Purchaser shall not have any obligation to consummate the
purchase of the Bonds unless the following requirements have been satisfied prior to
Closing:
(a)The Corporation shall have adopted the Resolution authorizing the issuance of
the Bonds with both the Bonds and the Resolution being in form and substance
acceptable to the Purchaser.
EXHIBIT B
2
(b) Fulbright & Jaworski LLP, Bond Counsel shall have issued its approving legal
opinion as to the due authorization, issuance and delivery of the Bonds and as to
the exemption of the interest thereon from federal income taxation, upon which
the Purchaser shall be entitled to rely in form and substance acceptable to the
Purchaser.
(c) The Bonds shall have been approved by the Attorney General of the State of
Texas and shall have been registered by the Comptroller of Public Accounts of
the State of Texas.
5.Nature of Purchase: The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance and
sale of the Bonds. The Purchaser is a financial institution or other accredited investor as
defined in the Securities Act of 1933, Regulation D, 17 C.F.R. § 230.501(a), accustomed
to purchasing tax-exempt obligations such as the Bonds. Fulbright & Jaworski LLP,
Bond Counsel, has not undertaken steps to ascertain the accuracy or completeness of
information furnished to the Purchaser with respect to the Corporation or the Bonds, and
the Purchaser has not looked to that firm for, nor has that firm made, any
representations to the Purchaser with respect to that information. The Purchaser has
satisfied itself that it may lawfully purchase the Bonds. The Bonds (i) are not being
registered under the Securities Act of 1933 and are not being registered or otherwise
qualified for sale under the “Blue Sky” laws and regulations of any state; (ii) will not be
listed on any stock or other securities exchange; and (iii) will not carry any rating from
any rating service. The Purchaser is familiar with the financial condition and affairs of
the Corporation, particularly with respect to its ability to pay revenue-supported
obligations such as the Bonds. The Purchaser has received from the Corporation all
information that it has requested, as a result of the Purchaser having attached
significance thereto, in order for it to assess and evaluate the security and source of
payment for the Bonds. The Purchaser is purchasing the Bonds for its own account or
for that of an affiliate as evidence of a loan to the Corporation and has no present
intention to make a public distribution or sale of the Bonds. In no event will the
Purchaser sell the Bonds to purchasers who are not sophisticated investors unless an
official statement or other disclosure document is prepared with respect to such sale of
the Bonds.
6.In consideration of the purchase of the Bonds by the Purchaser, and so long as the
Purchaser is the 100% owner of the Bonds, the Corporation agrees as follows:
(a) The Corporation agrees to deliver to the Purchaser within 180 days after the end
of its fiscal year, its audited financial statements.
(b) The Corporation agrees to deliver to the Purchaser any other financial
information of the Corporation that the Purchaser may reasonably request from
time to time.
7.From the time of the execution and delivery of this Purchase Agreement to the date of
Closing, there shall not have been, in the reasonable judgment of the Purchaser, any
(i) material adverse change in the financial condition or general affairs of Issuer; (ii)
event, court decision, proposed law or rule that may have the effect on the contemplated
3
transactions; or (iii) any other material market disruption, including but not limited to
international or national crisis, suspension of stock exchange trading, or banking
moratorium materially affecting, in the Purchaser’s opinion, the market price of the
Bonds.
8.Issue Price Certifications: Furthermore, the Purchaser hereby certifies and represents
that (1) the Bonds were issued for cash and were not publicly offered, (2) the price paid
by the undersigned for the Bonds is $7,360,000, and (3) the undersigned understands
that the statements contained herein will be relied upon by the Corporation in its effort to
comply with the conditions imposed by the Internal Revenue Code of 1986, as amended
to the date of initial delivery of the Bonds, and Bond Counsel in rendering their opinion
that the interest on the Bonds is excludable from the gross income of the owners thereof.
9.No Oral Agreements: To the extent allowed by law, the parties hereto agree to be
bound by the terms of the following notice: THIS PURCHASE AGREEMENT, THE
RESOLUTION OF THE CORPORATION AUTHORIZING THE BONDS, THE
ATTORNEY GENERAL OPINION, THE OPINION OF BOND COUNSEL AND THE
BONDS TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION.
[signatures begin on next page]
4
If this purchase agreement meets with the Purchaser’s and the Corporation’s approval,
please execute it in the place provided below.
___________________________________
By:
Title:
[signatures continue on next page]
5
ACCEPTED BY THE COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
_________________________________________
Carol Wollin
President, Board of Directors
ATTEST:
_________________________________________
Amy Shelley
Secretary
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the “Agreement”), dated and made effective as of
December 3, 2013 by and between the Colleyville Economic Development Corporation (the
“Corporation”), and The Bank of New York Mellon Trust Company, N.A., a banking association
organized and existing under the laws of the United States of America, or its successor (the
“Escrow Agent”).
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Corporation has heretofore issued, sold, and
delivered and there is currently outstanding obligations of the following issue or series of
obligations, to wit: Colleyville Economic Development Corporation Refunding and Improvement
Sales Tax Subordinate Lien Revenue Bonds, Series 2005, dated June 1, 2005, scheduled to
mature on February 15, 2029 and aggregating in principal amount $7,600,000 (the "Refunded
Bonds"); and
WHEREAS, in accordance with the provisions of Texas Government Code, Chapter
1207, as amended (the “Act”), the Corporation is authorized to sell refunding bonds in an
amount sufficient to provide for the full and complete payment of obligations, deposit the
proceeds of such refunding bonds with the place of payment for the obligations being refunded,
or other authorized depository, and enter into an escrow or similar agreement with such place of
payment for the safekeeping, investment, reinvestment, administration and disposition of such
deposit, upon such terms and conditions as the parties may agree; and
WHEREAS, the Corporation on the 3rd day of December, 2013, pursuant to a resolution
(the “Bond Resolution”) finally passed and adopted by the Board of Directors, authorized the
issuance of bonds known as “Colleyville Economic Development Corporation Sales Tax
Revenue Refunding Bonds, Series 2013” (the “Bonds”), and such Bonds are being issued to
refund, discharge and make final payment of the principal of and interest on the Refunded
Bonds pursuant to the Bond Resolution; and
WHEREAS, proceeds of sale of the Bonds are to be deposited with the Escrow Agent
under this Agreement, which deposit of funds will be sufficient to pay and redeem in full the
Refunded Bonds on February 15, 2014 (hereinafter referred to as the “Payment Date”);
NOW, THEREFORE, in consideration of the mutual agreements herein contained and
the payment to the Escrow Agent of the amounts provided in Section 9 hereof, and to secure
the payment of the principal of and the interest on the Refunded Bonds, the Corporation and the
Escrow Agent hereby agree as follows:
SECTION 1: There is hereby created by the Corporation with the Escrow Agent a
special segregated and irrevocable trust fund designated “COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION SERIES 2013 REFUNDING BOND ESCROW FUND”
(hereinafter called the “Escrow Fund”) for the benefit of the holders of the Refunded Bonds, and,
immediately following the delivery of the Bonds, the Corporation agrees and covenants to cause
to be deposited with the Escrow Agent for the credit of the Escrow Fund the sum of
$__________________.
The Escrow Agent agrees to establish such Escrow Fund and further agrees to receive
said moneys, apply the same as set forth herein, and to hold the cash deposited and credited to
EXHIBIT C
2
the Escrow Fund for application and disbursement to the paying agent for the Refunded Bonds
for the payment and redemption of the Refunded Bonds on the Payment Date.
SECTION 2: The Escrow Agent acknowledges receipt of a copy of the Bond
Resolution which provides for the redemption of the Refunded Bonds on the Payment Date at
the price of par plus accrued interest to the Payment Date.
SECTION 3: The Escrow Agent agrees that all funds and/or investments held in the
Escrow Fund shall constitute dedicated interest and sinking funds for the payment of the
principal of and interest on the Refunded Bonds which will mature and become due on and after
the date of this Agreement, and such funds deposited to the credit of the Escrow Fund shall be
applied solely in accordance with the provisions of this Agreement and the Corporation shall
have no right or title with respect thereto, except as otherwise provided herein. Such funds shall
not be subject to checks or drafts drawn by the Corporation.
SECTION 4: If, for any reason, the funds on hand in the Escrow Fund shall be
insufficient to pay the redemption price of the Refunded Bonds on the Payment Date, the
Corporation shall timely deposit to the credit of the Escrow Fund, from lawfully available funds,
additional funds in the amounts required to make such payment. Notice of any such
insufficiency shall be immediately given by the Escrow Agent to the Corporation by the fastest
means possible, but the Escrow Agent shall in no manner be responsible for the Corporation’s
failure to make such deposit.
SECTION 5: The Escrow Agent represents that the deposit covered by this Agreement
shall constitute firm banking arrangements to insure payment of the Refunded Bonds, and, to
the extent such deposit is subject to any loss or diminution by virtue of any action of the Escrow
Agent or as a result of its lack of financial integrity, funds deposited to the credit of the Escrow
Fund shall be collateralized by a pledge of direct obligations of the United States of America, in
the par or face amount equal to the amount on deposit in such Account and not otherwise
covered by the Federal Deposit Insurance Corporation.
SECTION 6: The Escrow Agent shall, without further direction from anyone, including
the Corporation, cause to be withdrawn from the Escrow Fund the amount required to pay the
principal and accrued interest on the Refunded Bonds due and payable on the Payment Date
and the amount withdrawn from the Escrow Fund shall be immediately transmitted and
deposited with the paying agent for the Refunded Bonds to be paid with such amount. The
paying agent for the Refunded Bonds is Bank of America, N.A.
SECTION 7: The Escrow Agent shall have no lien whatsoever upon any of the moneys
deposited to the credit of the Escrow Fund for payment of services rendered hereunder, or for
any costs or expenses incurred hereunder and reimbursable from the Corporation.
SECTION 8: Pending the disbursement of moneys held in the Escrow Fund, amounts
deposited to the credit of the Escrow Fund may be invested at the direction of the Corporation in
direct obligations of the United States of America which mature on or before the Payment Date
and are not subject to prior redemption. Absent written instructions from the Corporation, the
funds in the Escrow Fund will remain uninvested. All earnings realized from the investment of
such funds, if any, will be immediately remitted to the Corporation following the receipt thereof
by the Escrow Agent. No investment of funds deposited to the credit of the Escrow Fund shall
be made on or after the Payment Date. Except as authorized and permitted in this Section,
3
neither the Corporation nor the Escrow Agent shall invest any moneys deposited in the Escrow
Fund.
SECTION 9: The Corporation agrees to pay the Escrow Agent for the performance of
services hereunder and as reimbursement for anticipated expenses to be incurred hereunder
the amount of $______and, except for reimbursement of costs and expenses incurred by the
Escrow Agent pursuant to Sections 2 and 11 hereof, the Escrow Agent hereby agrees said
amount is full and complete payment for the administration of this Agreement.
The Corporation also agrees to deposit with the Escrow Agent on the date of the delivery
of the Bonds, the sum of $_____, which represents the total charge due the Bank of America,
N.A. as paying agent for the Refunded Bonds and the Escrow Agent acknowledges and agrees
to transmit such amount to the paying agent for the Refunded Bonds.
SECTION 10: The Escrow Agent shall not be responsible for any recital herein, except
with respect to its organization, its powers and authority and to the safety and security of the
deposit of funds to be made by the Corporation hereunder. As to the existence or nonexistence
of any fact relating to the Corporation or as to the sufficiency or validity of any instrument, paper
or proceedings relating to the Corporation, the Escrow Agent shall be entitled to rely upon a
certificate signed on behalf of the Corporation by its Secretary as sufficient evidence of the facts
therein contained. The Escrow Agent may accept a certificate of the Secretary under the
Corporation’s seal, to the effect that a resolution or other instrument in the form therein set forth
has been adopted by the Board of Directors of the Corporation, as conclusive evidence that
such resolution or other instrument has been duly adopted and is in full force and effect.
The duties and obligations of the Escrow Agent shall be determined solely by the
express provisions of this Agreement and the Escrow Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Escrow Agent.
In the absence of bad faith on the part of the Escrow Agent, the Escrow Agent may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificate or opinion furnished to the Escrow Agent, conforming to
the requirements of this Agreement; but notwithstanding any provision of this Agreement to the
contrary, in the case of any such certificate or opinion or any evidence which by any provision
hereof is specifically required to be furnished to the Escrow Agent, the Escrow Agent shall be
under a duty to examine the same to determine whether it conforms to the requirements of this
Agreement.
The Escrow Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Escrow Agent unless it shall be proved that the Escrow
Agent was negligent in ascertaining or acting upon the pertinent facts. The Escrow Agent shall
not be responsible or liable to any person in any manner whatever for the sufficiency,
correctness, genuineness, effectiveness, or validity of the deposits made pursuant to this
Agreement, or for the form or execution thereof, or for the identity or authority of any person
making or executing such deposits.
The term “Responsible Officers” of the Escrow Agent, as used in this Agreement, shall
mean and include the Chairman of the Board of Directors, the President, any Vice President
and any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and every other officer and assistant officer of the Escrow Agent
4
customarily performing functions similar to those performed by the persons who at the time shall
be officers, respectively, or to whom any corporate trust matter is referred, because of his
knowledge of and familiarity with a particular subject; and the term “Responsible Officer”, when
used with respect to the Escrow Agent, means the officer in the corporate trust department of
the Escrow Agent having direct responsibility for administration of this Agreement.
None of the provisions of this Agreement shall require the Escrow Agent to expend or
risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of
any of its duties hereunder.
To the extent permitted by law, the Corporation shall indemnify, defend and hold
harmless the Escrow Agent and its officers, directors, employees, representatives and agents,
from and against and reimburse the Escrow Agent for any and all claims, obligations, liabilities,
losses, damages, actions, suits, judgments, reasonable costs and expenses (including
reasonable attorneys’ and agents’ fees and expenses) of whatever kind or nature regardless of
their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly
relating to, or arising from, claims against the Escrow Agent by reason of its participation in the
transactions contemplated hereby, except to the extent caused by the Escrow Agent’s
negligence or willful misconduct. The foregoing indemnity shall survive the termination of this
Agreement or the earlier resignation or removal of the Escrow Agent.
SECTION 11: This Agreement is between the Corporation and the Escrow Agent only
and in connection therewith the Escrow Agent is authorized by the Corporation to rely upon the
representations of the Corporation with respect to this Agreement and the deposits made
pursuant hereto and as to this Corporation’s right and power to execute and deliver this
Agreement, and the Escrow Agent shall not be liable in any manner as a result of such reliance.
The duty of the Escrow Agent hereunder shall only be to the Corporation and the holders of the
Refunded Bonds. In the event conflicting demands or notices are made upon the Escrow Agent
growing out of or relating to this Agreement or the Escrow Agent in good faith is in doubt as to
what action should be taken hereunder, the Escrow Agent shall have the right at its election to:
(a) Withhold and stop all further proceedings in, and
performance of, this Agreement with respect to the issue in question and of all
instructions received hereunder in regard to such issue; and
(b) File a suit in interpleader and obtain an order from a court
of appropriate jurisdiction in the State of Texas requiring all persons involved to
interplead and litigate in such court their several claims and rights among
themselves.
In the event the Escrow Agent becomes involved in litigation in connection with this
Section, the Corporation, to the extent permitted by law, agrees to indemnify and save the
Escrow Agent harmless from all loss, cost, damages, expenses and attorney fees suffered or
incurred by the Escrow Agent as a result thereof. The obligations of the Escrow Agent under
this Agreement shall be performable at the principal corporate office of the Escrow Agent in the
City of Dallas, Texas.
The Escrow Agent may advise with legal counsel in the event of any dispute or question
regarding the construction of any of the provisions hereof or its duties hereunder, and in the
absence of negligence or bad faith on the part of the Escrow Agent, no liability shall be incurred
by the Escrow Agent for any action taken pursuant to this Section and the Escrow Agent shall
5
be fully protected in acting in accordance with the opinion and instructions of legal counsel that
is knowledgeable and has expertise in the field of law addressed in any such legal opinion or
with respect to the instructions given.
SECTION 12: Time shall be of the essence in the performance of obligations from time
to time imposed upon the Escrow Agent by this Agreement.
SECTION 13: Following the final payment and redemption of the Refunded Bonds, the
Escrow Agent shall forward by letter to the Corporation, to the attention of the President of the
Board of Directors or the Finance Manager of the Corporation, or other designated official of the
Corporation, a final accounting statement with respect to the payment and discharge of the
Refunded Bonds.
SECTION 14: Any notice, authorization, request or demand required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given upon receipt
when mailed by registered or certified mail, postage prepaid addressed as follows:
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
100 Main Street
Colleyville, Texas 76034
Attention: Finance Manager
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
Attention: Issuer Administrative Services
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 15: Whenever under the terms of this Agreement the performance date of
any provision hereof, including the date of maturity of interest on or principal of the Refunded
Bonds, shall be a Sunday or a legal holiday or a day on which the Escrow Agent is authorized
by law to close, then the performance thereof, including the payment of principal of and interest
on the Refunded Bonds, need not be made on such date but may performed or paid, as the
case may be, on the next succeeding business day of the Escrow Agent with the same force
and effect as if made on the date of performance or payment and with respect to a payment, no
interest shall accrue for the period after such date.
SECTION 16: The Corporation covenants that it will faithfully perform at all times any
and all covenants, undertakings, stipulations and provisions contained in this Agreement, in any
and every said Refunded Bond as executed, authenticated and delivered and in all proceedings
pertaining thereto as said Refunded Bonds shall have been modified as provided in this
Agreement. The Corporation covenants that it is duly authorized under the Constitution and
laws of the State of Texas to execute and deliver this Agreement, that all actions on its part for
the payment of said Refunded Bonds as provided herein and the execution and delivery of this
Agreement have been duly and effectively taken and that said Refunded Bonds in the hands of
6
the holders and owners thereof are and will be valid and enforceable obligations of the
Corporation according to the import thereof as provided in this Agreement.
SECTION 17: If any one or more of the covenants or agreements provided in this
Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 18: This Agreement shall terminate either (i) when the Refunded Bonds have
been paid and discharged in accordance with the provisions of this Agreement or (ii) at the
expiration of three (3) years after the Payment Date, whichever circumstance shall first occur.
Subject to applicable unclaimed property laws of the State of Texas, moneys held in the Escrow
Fund at the termination of this Agreement shall be remitted and transferred to the Corporation.
SECTION 19: Neither the Corporation nor the Escrow Agent shall assign or attempt to
assign or transfer any interest hereunder or any portion of any such interest. Any such
assignment or attempted assignment shall be in direct conflict with this Agreement and be
without effect.
SECTION 20: Any corporation or association into which the Escrow Agent may be
merged or converted or with which it may be consolidated, or any corporation or association
resulting from any merger, conversion, or consolidation to which the Escrow Agent shall be a
party, or any corporation or association succeeding to all or substantially all of the corporate
trust business of the Escrow Agent shall be the successor of the Escrow Agent under this
Agreement without the execution or filing of any paper or any further act on the part of either
parties hereto.
SECTION 21: This Agreement shall inure to the benefit of and be binding upon the
Escrow Agent and the Corporation and their respective successors.
SECTION 22: This Agreement may be executed in several counterparts, all or any of
which shall be regarded for all purposes as one original and shall constitute and be but one and
the same instrument.
SECTION 23: This Agreement shall be governed by the laws of the State of Texas.
[remainder of page intentionally left blank]
7
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers and attested as of the date first above written.
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
_________________________________
Carol Wollin
President, Board of Directors
ATTEST:
Amy Shelley
Secretary
[signature page to Escrow Agreement – signatures continue on next page]
8
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas, as escrow agent
__________________________________
Title: _____________________________
ATTEST:
________________________________
Title: ___________________________
[signature page to Escrow Agreement]
1
EXHIBIT D
NOTICE OF REDEMPTION
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
REFUNDING AND IMPROVEMENT SALES TAX SUBORDINATE LIEN REVENUE BONDS
SERIES 2005
Dated June 1, 2005
NOTICE IS HEREBY GIVEN that all of the bonds of the above series maturing on
February 15, 2029 and aggregating in principal amount $7,600,000 have been called for
redemption on February 15, 2014 at the redemption price of par and accrued interest to the date
of redemption.
The above described bonds shall become due and payable on February 15, 2014, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender of such bonds to Bank of America, N.A. at its designated offices at
the following address: 901 Main Street, 7th Floor, Dallas, Texas 75202
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to a resolution by the Board of Directors of the
Colleyville Economic Development Corporation.
BANK OF AMERICA, N.A.
901 Main Street, 7th Floor
Dallas, Texas 75202