HomeMy WebLinkAboutOrdinances (O-96-1021)-03/19/1996
ORDINANCE NO. (J-tJ/,,/tJeJ,/
AN ORDINANCE authorizing the issuance of "CITY OF
COLLEYVILLE, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 1996"; specifying the terms and features of
said bonds; levying a continuing direct annual ad
valorem tax for the payment of said bonds; and
resolving other matters incident and related to the
issuance, sale, payment and delivery of said bonds,
including the approval and execution of a Paying
Agent/Registrar Agreement and a Purchase Contract
and the approval and distribution of an Official
Statement pertaining thereto; and providing an
effective date.
WHEREAS, the City council of the City of Colleyville, Texas
hereby finds and determines that $2,205,000 in principal amount of
general obligation bonds approved and authorized to be issued at an
election held on August 10, 1991 should be issued and sold at this
time; a schedule of the unissued general obligation bonds approved
at said election identifying the purposes and the principal amounts
authorized therefor, amounts heretofore issued, amounts being
issued pursuant to this Ordinance and amounts remaining to be
issued being as follows:
Principal Amounts Amounts
Amount Heretofore Being Amounts
PurDose Authorized Issued Issued Remainina
Park Improvements $3,135,000 $1,135,000 $2,000,000 -0-
Public Safety 1,155,000 950,000 205,000 -0-
Municipal Library/ 1,100,000 600,000 -0- 500,000
Community Center
AND WHEREAS, the City council hereby reserves and retains the
right to issue the balance of unissued bonds approved at said
election in one or more installments when, in the judgment of the
Council, funds are needed to accomplish the purposes for which such
bonds were voted; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE,
TEXAS:
SECTION 1: Authorization-Desiqnation-Principal Amount-
Purpose. General obligation bonds of the City shall be and are
hereby authorized to be issued in the aggregate principal amount of
$2,205,000 to be designated and bear the title "CITY OF
COLLEYVILLE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1996"
(hereinafter referred to as the "Bonds"), for permanent public
improvements, to wit: $2,000,000 for park improvements and $205,000
to construct, equip, improve and renovate public safety facilities
for police and fire protection, including the acquisition of
necessary land therefor and land for equipment storage; all in
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accordance with authority conferred by and in conformity with the
Constitution and laws of the state of Texas, including Vernon's
Ann. civ. st., Article 1175, as amended.
SECTION 2: Fully Reqistered Obliaations - Bond Date -
Authorized Denominations - Stated Maturities - Interest Rates. The
Bonds shall be issued as fully registered obligations only, shall
be dated March 15, 1996 (the "Issue Date"), shall be in
denominations of $5,000 or any integral multiple (within a Stated
Maturity) thereof, and shall become due and payable on February 15
in each of the years and in principal amounts (the "Stated
Maturities") and bear interest at the rate(s) per annum in
accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
1997 $ 80,000 3.75%
1998 75,000 4.00%
1999 75,000 4.20%
2000 80,000 4.30%
2001 85,000 4.50%
2002 85,000 4.60%
2003 90,000 4.70%
2004 95,000 4.80%
2005 95,000 4.90%
2006 100,000 5.00%
2007 105,000 5.10%
2008 1l0,000 5.20%
2009 115,000 5.30%
2010 125,000 5.40%
2011 130,000 5.50%
2012 135,000 5.60%
2013 145,000 5.625%
2014 150,000 5.70%
2015 160,000 5.75%
2016 170,000 5.80%
The Bonds shall bear interest on the unpaid principal amounts
from the Issue Date at the rate(s) per annum shown above in this
section (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 February 15, 1997.
SECTION 3: Terms of Pavrnent - pavina Aaent/Reaistrar. The
principal of, premium, if any, 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
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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 The Bank of New York, New
York, New York to serve 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 city 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 City may prescribe. The Mayor
and City Secretary are hereby authorized to execute and deliver
such Agreement in connection with the delivery of the Bonds. The
city covenants to maintain and provide a Paying Agent/Registrar at
all times until the Bonds are paid and discharged, and 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 City agrees to promptly cause a
written notice thereof to be sent to each Holder by united States
Mail, first class postage prepaid, which notice shall also 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 redemption, only upon
presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated office in Houston, Texas (the
"Designated Payment/Transfer Office"). Interest on the Bonds shall
be paid to the Holders whose name appears 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 are authorized by
law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day 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.
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In the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when funds for
the payment of such interest have been received from the city.
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 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
having Stated Maturities on and after February 15, 2007, shall be
subject to redemption prior to maturity, at the option of the City,
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, 2006 or on any date
thereafter at the redemption price of par plus accrued interest to
the date of redemption.
(b) Exercise of Redemption option. At least forty-five (45)
days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar
of the decision to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to redeem
Bonds shall be entered in the minutes of the governing body of the
city.
(c) Selection of Bonds for Redemption. If less than all
Outstanding Bonds of the same Stated Maturity 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 Bonds by $5,000
and shall select the Bonds to be redeemed within such Stated
Maturity 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 city and at the City'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.
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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 as hereinabove 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 Bond (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.
SECTION 5: Reqistration - Transfer - Exchanqe of Bonds-
Predecessor Bonds. The Paying Agent/Registrar shall obtain,
record, and maintain in the Security Register the name and address
of each and every owner of the Bonds issued under and pursuant to
the provisions of this Ordinance, or if appropriate, the nominee
thereof. Any Bond may be transferred or exchanged for Bonds of
other authorized denominations by the Holder, in person or by his
duly authorized agent, upon surrender of such Bond to the Paying
Agent/Registrar at the Designated Payment/Transfer Office 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 of any Bond for transfer at the Designated
Payment/Transfer Office of the Paying Agent/ Registrar, one or more
new Bonds shall be registered and issued to the assignee or
transferee of the previous Holder; such Bonds to be in authorized
denominations, of like Stated Maturity and of a like aggregate
principal amount as the Bond or Bonds surrendered for transfer.
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
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any Bonds are surrendered for exchange, the Paying Agent/Registrar
shall register and deliver new Bonds to the Holder requesting the
exchange.
All Bonds issued in any transfer or exchange of Bonds shall be
delivered to the Holders at the Designated Payment/Transfer Office
of the Paying Agent/Registrar or sent by united states Mail, first
class, postage prepaid to the Holders, and, upon the registration
and delivery thereof, the same shall be the valid obligations of
the City, evidencing the same obligation to pay, and entitled to
the same benefits under this Ordinance, 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 cancelled 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 new 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 the provisions of section 11 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as
the mutilated, lost, destroyed, or stolen Bond.
Neither the City nor the Paying Agent/ Registrar shall be
required to issue or transfer to an assignee of a Holder any Bond
called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such
limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 6: Book-Entrv Onlv Transfers and Transactions.
Notwithstanding the provisions contained in sections 3, 4 and 5
hereof relating to the payment, and transfer/exchange of the Bonds,
the City hereby approves and authorizes the use of "Book-Entry
Only" securities clearance, settlement and transfer system provided
by The Depository Trust Company (DTC), a limited purpose trust
company organized under the laws of the State of New York, in
accordance with the requirements and procedures identified in the
Letter of Representation, by and between the city, the Paying
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Agent/Registrar and DTc (the "Depository Agreement") relating to
the Bonds.
Pursuant to the Depository Agreement and the rules of DTC, the
Bonds shall be deposited with DTc who shall hold said Bonds for its
participants (the "DTC Participants"). While the Bonds are held by
DTC under the Depository Agreement, the Holder of the Bonds on the
Security Register for all purposes, including payment and notices,
shall be Cede & Co., as nominee of DTC, notwithstanding the
ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners") being recorded in the records of DTC and DTC
Participants.
In the event DTc determines to discontinue serving as
securities depository for the Bonds or otherwise ceases to provide
book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly
discharging its duties as securities depository for the Bonds, the
City covenants and agrees with the Holders of the Bonds to cause
Bonds to be printed in definitive form and provide for the Bond
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the Bonds in
definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent/Registrar and
payment of such Bonds shall be made in accordance with the
provisions of sections 3, 4 and 5 hereof.
.
SECTION 7: Execution - Reaistration. The Bonds shall be
executed on behalf of the city by the Mayor under its seal
reproduced or impressed thereon and countersigned by the city
Secretary. 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 City on the Issue Date shall be deemed to be duly executed on
behalf of the city, 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 purchaser(s) and with respect to Bonds
delivered in subsequent exchanges and transfers, all as authorized
and provided in the Bond Procedures Act of 1981, as amended.
No Bond shall be entitled to any right or benefit under this
Ordinance, 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 9C, 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 9D, manually executed
by an authorized officer, employee or representative of the Paying
Agent/Registrar, and either such certificate duly signed upon any
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Bond shall be conclusive evidence, and the only evidence, that such
Bond has been duly certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized
shall be initially issued either (i) 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, or (ii) as twenty (20) fully
registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial
Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee
thereof. The Initial Bond(s) 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(s) ,
the Paying Agent/ Registrar, pursuant to written instructions from
the initial purchaser(s), or the designee thereof, shall cancel the
Initial Bond(s) 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
wri tten instructions from the initial purchaser (s), or the designee
thereof, and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generallv. The Bonds, the
Registration certificate of the Comptroller of Public Accounts of
the State of Texas, the Registration certificate of Paying
Agent/Registrar, 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 Ordinance
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 City or determined by the officers executing
such Bonds as evidenced by their execution. 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 definitive Bonds and the Initial Bond (s) shall be printed,
lithographed, or engraved or typewritten, photocopied or otherwise
reproduced in any other similar manner, all as determined by the
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officers executing such Bonds as evidenced by their execution
thereof.
B. Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS,
GENERAL OBLIGATION BOND,
SERIES 1996
Issue Date: Interest Rate:
March 15, 1996
Stated Maturity:
CUSIP NO:
Registered Owner:
Principal Amount:
DOLLARS
The City of colleyville (hereinafter referred to as the
"city"), a body corporate and municipal corporation in the County
of Tarrant, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof, on
the Stated Maturity date specified above the Principal Amount
hereinabove stated (or so much thereof as shall not have been paid
upon prior redemption), and to pay interest on the unpaid principal
amount hereof from the Issue Date at the per annum rate of interest
specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on February 15
and August 15 in each year, commencing February 15, 1997.
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 the Paying
Agent/Registrar executing the registration certificate appearing
hereon, or its successor. Interest is payable to the registered
owner of this Bond (or one or more Predecessor Bonds, as defined in
the Ordinance 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
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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 $2,205,000 (herein referred to
as the "Bonds") for permanent public improvements, to wit:
$2,000,000 for park improvements and $205,000 to construct, equip,
improve and renovate public safety facilities for police and fire
protection, including the acquisition of necessary land therefor
and land for equipment storage, under and in strict conformity with
the Constitution and laws of the state of Texas, including Vernon's
Ann. civ. st., Article 1175, as amended, and pursuant to an
Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance").
The Bonds maturing on and after February 15, 2007, may be
redeemed prior to their stated Maturities, at the option of the
City, 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, 2006, or on any
date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
written notice being sent by United states Mail, first class
postage prepaid, to the registered owners of the Bonds to be
redeemed, and subject to the terms and provisions relating thereto
contained in the Ordinance. If this Bond (or any portion of the
principal sum hereof) shall have been duly called for redemption
and notice of such redemption duly given, then upon such redemption
date this Bond (or the portion of the principal sum hereof to be
redeemed) shall become due and payable, and interest thereon shall
cease to accrue from and after the redemption date therefor,
provided moneys for the payment of the redemption price and the
interest 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.
In the event of a partial redemption of the principal amount
of this Bond, payment of the redemption price of such principal
amount shall be made to the registered owner only upon presentation
and surrender of this Bond to the Designated Payment/Transfer
Office of the Paying Agent/Registrar, and there shall be issued to
the registered owner hereof, without charge, a new Bond or Bonds of
like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the
principal sum hereof. If this Bond is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not
be required to transfer this Bond to an assignee of the registered
owner within 45 days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable
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to an exchange by the registered owner of the unredeemed balance
hereof in the event of its redemption in part.
The Bonds are payable from the proceeds of an ad valorem tax
levied, within the limitations prescribed by law, upon all taxable
property in the city. Reference is hereby made to the Ordinance,
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 owner or holder of this Bond by the acceptance hereof
hereby assents, for definitions of terms; the description of and
the nature and extent of the tax levied for the payment of the
Bonds; the terms and conditions relating to the transfer or
exchange of this Bond; the conditions upon which the Ordinance may
be amended or supplemented with or without the consent of the
Holders; the rights, duties, and obligations of the City and the
Paying Agent/Registrar; the terms and provisions upon which this
Bond may be discharged at or prior to its maturity, and deemed to
be no longer outstanding thereunder; and for other terms and
provisions contained therein. Capitalized terms used herein have
the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the
Ordinance, 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 City and the Paying Agent/Registrar, and any agent of
either, shall treat the registered owner 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 City nor the Paying Agent/ Registrar, or any agent of either,
shall be affected by notice to the contrary. In the event of
nonpayment of interest on a scheduled payment date and for thirty
(30) days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. 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
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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 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 declared that
the City is a body corporate and political subdivision duly
organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of
the Bonds is duly authorized by law; 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
obligations of the City have been properly done, have happened and
have been performed in regular and due time, form and manner as
required by the Constitution and laws of the State of Texas, and
the Ordinance; that the Bonds do not exceed any Constitutional or
statutory limitation; and that due provision has been made for the
payment of the principal of and interest on the Bonds by the levy
of a tax as aforestated. In case any provision in this Bond 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. The terms and provisions of this
Bond and the Ordinance shall be construed in accordance with and
shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused
this Bond to be duly executed under the official seal of the City
as of the Issue Date.
CITY OF COLLEYVILLE, TEXAS
COUNTERSIGNED:
Mayor
City Secretary
(SEAL)
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C. *Form of Reqistration Certificate of Comptroller of
Public Accounts to appear on Initial Bond(s) onlv.
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
of the State of Texas
(SEAL)
*NOTE TO PRINTER:
Do Not Print on Definitive Bonds
D. Form of certificate of pavinq Aqent/Reqistrar to appear
on Definitive Bonds onlv.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the
provisions of the within-mentioned Ordinance; the bond or bonds of
the above entitled and designated series originally delivered
having been 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.
The designated offices of the Paying Agent/Registrar in
Houston, Texas, is the Designated Payment/Transfer Office for this
Bond.
THE BANK OF NEW YORK,
New York, New York,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
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E. Form of Assianment.
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
registration thereof,
premises.
the within Bond on the books kept for
with full power of substitution in the
DATED:
.............................. ............................................................
.......................................... ..
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.
Signature guaranteed:
F. The Initial BondCsl shall be in the form set forth in
paraqraph B of this Section. except that the form of the
sinale fullY reaistered Initial Bond shall be modified
as follows:
" shall both
the bond the
" and "Stated
be omitted;
headings
Maturity
(i)
immediately under the name of
"Interest Rate
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Dollars
The City of Colleyville (hereinafter referred to as the
"City"), a body corporate and municipal corporation in the county
of Tarrant, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof,
the Principal Amount hereinabove stated on February 15 in each of
the years and in principal installments in accordance with the
following schedule:
031....
-14-
YEAR OF
MATURITY
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in section 2 hereof).
(or so much principal thereof as shall not have been prepaid prior
to maturity) and to pay interest on the unpaid Principal Amount
hereof from the Issue Date at the per annum rates of interest
specified above computed on the basis of a 360-day year of twelve
30-day months; such interest being payable on February 15 and
August 15 in each year, commencing February 15, 1997. Principal
installments of this Bond are payable in the year of maturity to
the registered owner hereof by The Bank of New York, New York, New
York (the "Paying Agent/Registrar"), upon presentation and
surrender, at its designated office in Houston, Texas (the
"Designated Payment/Transfer Office") . Interest is payable to the
registered owner of this Bond 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 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.
SECTION 10: Levv of Taxes. To provide for the payment of
the "Debt Service Requirements" of the Bonds, being (i) the
interest on the Bonds and (ii) a sinking fund for their redemption
at maturity, or a sinking fund of 2% (whichever amount is the
greater), there is hereby levied, and there shall be annually
assessed and collected in due time, form, and manner, a tax on all
taxable property in the City, within the limitations prescribed by
law, and such tax hereby levied on each one hundred dollars'
valuation of taxable property in the city for the Debt Service
Requirements of the Bonds shall be at a rate from year to year as
will be ample and sufficient to provide funds each year to pay the
principal of and interest on said Bonds while Outstanding; full
allowance being made for delinquencies and costs of collection;
separate books and records relating to the receipt and disbursement
of taxes levied, assessed and collected for and on account of the
Bonds shall be kept and maintained by the City at all times while
the Bonds are Outstanding, and the taxes collected for the payment
of the Debt Service Requirements on the Bonds shall be deposited to
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the credit of a "special 1996 Bond Account" (the "Interest and
sinking Fund") maintained on the records of the city and deposited
in a special fund maintained at an official depository of the
City's funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Bonds.
Proper officers of the City are hereby authorized and directed
to cause to be transferred to the Paying Agent/ Registrar for the
Bonds, from funds on deposit in the Interest and Sinking Fund,
amounts sufficient to fully pay and discharge promptly each
installment of interest and principal of the Bonds as the same
accrues or matures; such transfers of funds to be made in such
manner as will cause collected funds to be deposited with the
Paying Agent/Registrar on or before each principal and interest
payment date for the Bonds.
SECTION 11: 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 city 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 City 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.
Every replacement Bond issued pursuant to this section shall
be a valid and binding obligation, and shall be entitled to all the
benefits of this Ordinance equally and ratably with all other
Outstanding Bonds; notwithstanding the enforceability of payment by
anyone of the destroyed, lost, or stolen Bonds.
The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: satisfaction of Obliaation of citv. If the
City shall payor 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 Ordinance, then the pledge of taxes levied under this
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Ordinance and all covenants, agreements, and other obligations of
the City to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Bonds or any principal amount(s) thereof 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 or the principal amount (s) thereof 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 Securities shall have been irrevocably deposited in
trust with the Paying Agent/ Registrar, or an authorized escrow
agent, which Government Securities 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 principal of and
interest on such Bonds, or the principal amount(s) thereof, on and
prior to the Stated Maturity thereof or (if notice of redemption
has been duly given or waived or if irrevocable arrangements
therefor acceptable to the Paying Agent/Registrar have been made)
the redemption date thereof. The City covenants that no deposit of
moneys or Government Securities 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
Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this section which is not
required for the payment of the Bonds, or any principal amount(s)
thereof, or interest thereon with respect to which such moneys have
been so deposited shall be remitted to the City or deposited as
directed by the city. 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 four (4) 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 city be remitted to the city against a
written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the City
shall be subject to any applicable unclaimed property laws of the
State of Texas.
The term "Government Securities", as used herein, means direct
obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of
0310800
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America, which are non-callable prior to the respective stated
Maturities of the Bonds and may be united States Treasury
Obligations such as the state and Local Government Series and may
be in book-entry form.
SECTION 13: Ordinance a Contract - Amendments - Outstandinq
Bonds. This Ordinance shall constitute a contract with the Holders
from time to time, be binding on the City, and shall not be amended
or repealed by the City so long as any Bond remains Outstanding
except as permitted in this section. The City may, without the
consent of or notice to any Holders, from time to time and at any
time, amend this Ordinance 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 City may, with the consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected
thereby, amend, add to, or rescind any of the provisions of this
Ordinance; provided that, without the consent of all Holders of
Outstanding Bonds, 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, 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 required to be held by Holders
for consent to any such amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with
respect to Bonds means, as of the date of determination, all Bonds
theretofore issued and delivered under this Ordinance, except:
(1) those Bonds cancelled by the
Agent/Registrar or delivered to the Paying
Registrar for cancellation;
Paying
Agent/
(2) those Bonds deemed to be duly paid by the City
in accordance with the provisions of section 12 hereof;
and
(3) those mutilated, destroyed, lost, or stolen
Bonds which have been replaced with Bonds registered and
delivered in lieu thereof as provided in section 11
hereof.
SECTION 14: Covenants to Maintain
(a) Definitions. When used in this Section,
shall have the following meanings:
Tax-Exempt Status.
the following terms
0310300
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"Closing Date" means the date on which
first authenticated and delivered to
purchasers against payment therefor.
the Bonds are
the initial
"Code" means the Internal Revenue
amended by all legislation, if any,
before the Closing Date.
Code of 1986, as
effective on or
"Computation Date" has the meaning set forth in
section 1.14S-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 City 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
0310800
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generality of the foregoing, unless and until the City 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 adversely affect the exemption from federal
income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
(c) No Private Use or Private Pavrnents. Except as permitted
by section 141 of the Code and the Regulations and rulings
thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) exclusively own, operate and possess all
property the acquisition, construction or improvement of
which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including
property financed with Gross Proceeds of the Refunded
Obligations), and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with
terms different than those applicable to the general
public) or any property acquired, constructed or improved
with such Gross Proceeds in any activity carried on by
any person or entity (including the united States or any
agency, department and instrumentality thereof) other
than a state or local government, unless such use is
solely as a member of the general public; and
(2) not directly or indirectly impose or accept any
charge or other payment by any person or entity who is
treated as using Gross Proceeds of the Bonds or 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
Obligations), 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 City 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
0310800
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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 Hiqher Yield. Except to the extent
permitted by section 148 of the Code and the Regulations and
rulings thereunder, the City 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 Federallv Guaranteed. Except to the extent permitted
by section 149 (b) of the Code and the Regulations and rulings
thereunder, the city 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.
(g) Information Report. The city 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 Arbitraqe Profits.
otherwise provided in section 148(f)
Regulations and rulings thereunder:
Except
of the
to the extent
Code and the
(1) 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 City may commingle Gross
Proceeds of the Bonds with other money of the City,
provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date,
the City 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 City shall
maintain such calculations with its official transcript
0310800
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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 City shall
pay to the united states out of the Interest and Sinking
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 City 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 Arbitraqe Profits. Except to the extent
permitted by section 148 of the Code and the Regulations and
rulings thereunder, the city shall not, at any time prior to 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.
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(j) Elections. The City hereby directs and authorizes the
City Manager and Director of Finance, either 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.
SECTION 15: Oualified Tax Exempt Obliqations. In
accordance with the provisions of paragraph (3) of subsection (b)
of section 265 of the Code, the city 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 City (including all subordinate entities of the City)
for the calendar year 1996 will not exceed $10,000,000.
SECTION 16: Sale of Bonds - Official Statement Approval.
The Bonds authorized by this Ordinance are hereby sold by the City
to BA Securities, Inc. and Texas Commerce Bank National Association
(herein collectively referred to as the "Purchasers") in accordance
with the Purchase Contract, dated March 19, 1996, attached hereto
as Exhibit B and incorporated herein by reference as a part of this
Ordinance for all purposes. The Mayor is hereby authorized and
directed to execute said Purchase Contract for and on behalf of the
City and as the act and deed of this Council, and the city
Secretary is authorized to attest said Purchase Contract, and in
regard to the approval and execution of the Purchase Contract, the
Council hereby finds, determines and declares that the
representations, warranties and agreements of the City contained
therein are true and correct in all material respects and shall be
honored and performed by the City.
Furthermore, the use of the Preliminary Official Statement in
connection with the public offering and sale of the Bonds is hereby
ratified, confirmed and approved in all respects. The final
Official Statement reflecting the terms of sale, attached as
exhibit A to the Purchase Contract (together with such changes
approved by the Mayor, City Secretary, Director of Finance and City
Manager, anyone or more of said officials), shall be and is hereby
in all respects approved and the Purchasers are hereby authorized
to use and distribute said final Official Statement, dated
March 19, 1996, in the reoffering, sale and delivery of the Bonds
to the public. The Mayor and City Secretary are further authorized
and directed to manually execute and deliver for and on behalf of
the City copies of said Official Statement in final form as may be
required by the Purchasers, and such Official Statement in the
final form and content manually executed by anyone or more of said
officials shall be deemed to be approved by the City Council and
0310800
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constitute the Official statement authorized for distribution and
use by the Purchasers.
SECTION 17: Control and CustodY of Bonds. The Mayor of the
City 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, including the printing and
supply of definitive Bonds, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City
Manager, Assistant City Manager and Director of Finance, anyone or
more of said officials, are hereby authorized and directed to
furnish and execute such agreements, documents and certifications
relating to the City and the issuance, sale and delivery of the
Bonds, including certifications as to facts, estimates,
circumstances and reasonable expectations pertaining to the use,
expenditure and investment of the proceeds of the Bonds, as may be
necessary for the approval of the Attorney General, the
registration by the Comptroller of Public Accounts and the delivery
of the Bonds to the Purchasers, and, together with the City's 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 18: Proceeds of Sale. The proceeds of sale of the
Bonds, excluding the accrued interest and premium, if any, received
from the Purchasers, shall be deposited in a construction fund
maintained at the City's depository bank. Pending expenditure for
authorized projects and purposes, such proceeds of sale may be
invested in authorized investments and any investment earnings
realized shall be expended for such authorized projects and
purposes or deposited in the Interest and Sinking Fund as shall be
determined by the City Council. Accrued interest and premium, if
any, received from the Purchasers as well as all surplus proceeds
of sale of the Bonds, including investment earnings, remaining
after completion of all authorized projects or purposes shall be
deposited to the credit of the Interest and Sinking Fund.
SECTION 19: Notices to Holders - Waiver. Wherever this
Ordinance 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 appearing in the
Security Register at the close of business on the business day next
preceding the mailing of such notice.
0310M0
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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 Ordinance
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 20: Cancellation. All Bonds surrendered for
payment, redemption, transfer, exchange, or replacement, if
surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered
to the Paying Agent/Registrar and, if not already cancelled, shall
be promptly cancelled by the Paying Agent/ Registrar. The City may
at any time deliver to the Paying Agent/Registrar for cancellation
any Bonds previously certified or registered and delivered which
the City may have acquired in any manner whatsoever, and all Bonds
so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying
Agent/Registrar shall be returned to the city.
SECTION 21: Leaal Opinion. The obligation of the
Purchasers to accept delivery of the Bonds is subject to being
furnished a final opinion of Fulbright & Jaworski L.L.P.,
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 or an executed counterpart thereof is
hereby authorized to be either printed on definitive printed
obligations or deposited with DTc along with the global
certificates for the implementation and use of the Book Entry Only
System used in the settlement and transfer of the Bonds.
SECTION 22: CUSIP Numbers. CUSIP numbers may be printed or
typed on the Bonds deposited with The Depository Trust Company or
on printed 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 city nor attorneys approving the Bonds as
to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the definitive Bonds.
SECTION 23: Benefits of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be construed
to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal
0310850
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or equitable, under or by reason of this Ordinance or any provision
hereof, this Ordinance and all its provisions being intended to be
and being for the sole and exclusive benefit of the city, the
Paying Agent/Registrar and the Holders.
SECTION 24: Inconsistent Provisions. All ordinances,
orders or resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this
Ordinance shall be and remain controlling as to the matters
contained herein.
SECTION 25: Governina Law. This Ordinance shall be
construed and enforced in accordance with the laws of the State of
Texas and the united States of America.
SECTION
herein are
construction
26: Effect of
for convenience
hereof.
Headinas.
only and
The
shall
section headings
not affect the
SECTION 27: Construction of Terms. If appropriate in the
context of this Ordinance, 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 28: Severabilitv. If any provision of this
Ordinance or the application thereof to any circumstance shall be
held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be
valid, and the City Council hereby declares that this Ordinance
would have been enacted without such invalid provision.
SECTION 29: continuinq Disclosure Undertakina. (a)
Definitions. As used in this Section, the following terms have the
meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEe or its staff has
determined to be a nationally recognized municipal securities
information repository within the meaning of the Rule from time to
time.
"Rule" means SEe Rule 15c2-12, as amended from time to time.
"SEC" means the united States Securities and Exchange
Commission.
0310860
-26-
"SID"
authorized
determined
depository
means any person designated by the state of Texas or an
department, officer, or agency thereof as, and
by the SEC or its staff to be, a state information
within the meaning of the Rule from time to time.
(b) Annual Reports. The city shall provide annually to each
NRMSIR and any SID, within six months after the end of each fiscal
year (beginning with the fiscal year ending September 30, 1996)
financial information and operating data with respect to the City
of the general type included in the final Official Statement
approved by section 16 of this Ordinance, being the information
described in Exhibit C hereto. Financial statements to be provided
shall be (1) prepared in accordance with the accounting principles
described in Exhibit C hereto and (2) audited, if the City
commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If audited
financial statements are not available at the time the financial
information and operating data must be provided, then the City
shall provide unaudited financial statements for the applicable
fiscal year to each NRMSIR and any SID with the financial
information and operating data and will file the annual audit
report when and if the same becomes available.
If the city changes its fiscal year, it will notify each
NRMSIR and any SID of the change (and of the date of the new fiscal
year end) prior to the next date by which the City otherwise would
be required to provide financial information and operating data
pursuant to this Section.
The financial information and operating data to be provided
pursuant to this section may be set forth in full in one or more
documents or may be included by specific reference to any document
(inClUding an official statement or other offering document, if it
is available from the MSRB) that theretofore has been provided to
each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID
and either each NRMSIR or the MSRB, in a timely manner, of any of
the following events with respect to the Bonds, if such event is
material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3 . Unscheduled draws on debt
reflecting financial difficulties;
service
reserves
4. Unscheduled draws on credit enhancements reflecting
financial difficulties;
0310800
-27-
5. Substitution of credit or liquidity providers, or
their failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing
repayment of the Bonds; and
11. Rating changes.
The city shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any failure by the city to provide
financial information or operating data in accordance with
subsection (b) of this section by the time required by such
section.
(d) Limitations, Disclaimers, and Amendments. The City shall
be obligated to observe and perform the covenants specified in this
section while, but only while, the City remains an "obligated
person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give the notice required by
subsection (c) hereof of any Bond calls and defeasance that cause
the City to be no longer such an "obligated person."
The provisions of this section are for the sole benefit of the
Holders and beneficial owners of the Bonds, and nothing in this
Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person.
The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this section and does not
hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this section or
otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or
its usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
0310M0
-28-
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its
obligations under this section shall constitute a breach of or
default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the City under federal and
state securities laws.
The provisions of this section may be amended by the City from
time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the City, but
only if (1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking
into account any amendments or interpretations of the Rule to the
date of such amendment, as well as such changed circumstances, and
(2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of
this Ordinance that authorizes such an amendment) of the
Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Bonds.
The provisions of this Section may also be amended from time to
time or repealed by the City if the SEe amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction
determines that such provisions are invalid, but only if and to the
extent that reservation of the City'S right to do so would not
prevent underwriters of the initial public offering of the Bonds
from lawfully purchasing or selling Bonds in such offering. If the
City so amends the provisions of this Section, it shall include
with any amended financial information or operating data filed with
each NRMSIR and SID pursuant to subsection (b) of this Section an
explanation, in narrative form, of the reasons for the amendment
and of the impact of any change in the type of financial
information or operating data so provided.
SECTION 30: Insurance. The Bonds have been sold with the
principal of and interest thereon being insured by AMBAC Indemnity
Corporation (hereinafter called "AMBAC") pursuant to a Municipal
Bond Guaranty Insurance Policy. In accordance with the terms and
conditions applicable to insurance provided by AMBAC, the city
0310850
-29-
covenants and agrees that, in the event the principal and interest
due on the Bonds shall be paid by AMBAC pursuant to the policy
referred to this Section, the assignment and pledge of all funds
and all covenants, agreements and other obligations of the City to
the Holders shall continue to exist and AMBAC shall be subrogated
to the rights of such Holders; and furthermore, the City covenants
and agrees that:
(a) Consent of AMBAC where Holder Consent
Required. AMBAC shall be deemed to be the holder of the
Bonds insured by AMBAC at all times for the purpose of
the execution and delivery of any amendment, change or
modification of this Ordinance or the initiation by
Holders of any action to be taken under this Ordinance at
the Holder's request, which under this Ordinance (or
under such underlying documents requires the written
approval or consent of or can be initiated by the Holders
of a majority (50% percent) in aggregate principal amount
of the Bonds at the time Outstanding.
(b) Defeasance. In the event that the principal
and redemption price, if applicable, and interest due on
the Bonds shall be paid by AMBAC pursuant to the policy
referred to in this Section, all covenants, agreements
and other obligations of the City to the Holders shall
continue to exist and AMBAC shall be subrogated to the
rights of such Holders.
(c) Notices to be Given to AMBAC.
Municipal Bond Guaranty Insurance Policy is
the City shall furnish to AMBAC:
While the
in effect,
(1) as soon as practicable after the
filing thereof, a copy of any financial
statement of the city and a copy of any audit
and annual report of the City;
(2) a copy of any notice to be given to
the registered owners of the Bonds, including,
without limitation, notice of any redemption
or defeasance of Bonds, and any certificate
rendered pursuant to this Ordinance relating
to the security for the Bonds; and
(3) such additional information as it
may reasonably request.
The City will permit AMBAC to discuss the affairs,
finances and accounts of the City, or any information
AMBAC may reasonably request regarding the security for
0310850
-30-
the Bonds with appropriate officers of the city. The
city will permit AMBAC to have access to and make copies
of all books and records relating to the Bonds at any
reasonable time.
(d) Consent of AMBAC. Any provision of this
Ordinance expressly recognizing or granting rights in or
to AMBAC may not be amended in any manner which affects
the rights of AMBAC hereunder without the prior written
consent of AMBAC. Furthermore, anything in this
Ordinance to the contrary notwithstanding, upon the
occurrence and continuance of an event of default, AMBAC
shall be entitled to control and direct the enforcement
of all rights and remedies granted to the Holders of the
Bonds for the benefit of such Holders.
(e) Concerninq the Bond Insurance Policv. As long
as insurance for the Bonds shall be in full force and
effect, the City agrees to comply with the following
provisions:
(1) if five (5) days prior to an
interest payment date for the Bonds the City
determines that there will be insufficient
funds in the Interest and Sinking Fund to pay
the principal of or interest on the Bonds on
such interest payment date, the city shall so
notify AMBAC. Such notice shall specify the
amount of the anticipated deficiency, the
Bonds to which such deficiency is applicable
and whether such Bonds will be deficient as to
principal or interest, or both.
(2) the City shall, after giving notice
to AMBAC as provided In (1) above, make
available to AMBAC and the united States Trust
Company of New York, as insurance trustee for
AMBAC, the registration books of the City
maintained by the Paying Agent/Registrar, and
all records relating to the funds and accounts
maintained under this Ordinance.
(3) the City shall cause the Paying
Agent/Registrar to provide AMBAC and the
United States Trust Company of New York with a
list of registered owners of Bonds entitled to
receive principal or interest payments from
AMBAC under the terms of the Municipal Bond
Insurance POlicy, and shall cause the Paying
Agent/Registrar to make arrangements with
0310350
-31-
united states Trust Company of New York (i) to
mail checks or drafts to the registered owners
of Bonds entitled to receive full or partial
interest payments from AMBAC, and (ii) to pay
principal upon Bonds surrendered to united
states Trust Company of New York by the
registered owners of Bonds entitled to receive
full or partial principal payments from AMBAC.
(4) the City shall cause the Paying
Agent/Registrar to notify, at the time it
provides notice to AMBAC pursuant to (1)
above, the registered owners of Bonds entitled
to receive the payment of principal or
interest thereon from AMBAC (i) as to the fact
of such entitlement, (ii) that AMBAC will
remit to them all or a part of the interest
payments next coming due, (iii) that should
they be entitled to receive full payment of
principal from AMBAC they must tender their
Bonds (along with a form of transfer of title
thereto) for payment to united states Trust
Company of New York, as insurance trustee for
AMBAC, and not the Paying Agent/ Registrar,
and (iv) that should they be entitled to
receive partial payment of principal from
AMBAC they must tender their Bonds for payment
thereon first to the Paying Agent/Registrar,
who shall note on such Bonds the portion of
the principal paid by the Paying
Agent/Registrar, and then, along with a form
of transfer of title thereto, to AMBAC, which
will then pay the unpaid portion of principal.
(5) AMBAC shall, to the extent it makes
a payment of principal of or interest on
Bonds, become subrogated to the rights of the
recipients of such payments in accordance with
the terms of the Municipal Bond Insurance
Policy, and to evidence such subrogation (i)
in the case of subrogation as to claims for
past due interest, the City shall cause the
Paying Agent/Registrar to note AMBAC's rights
as subrogee on the registration books of the
city maintained by the Paying Agent/Registrar
upon receipt from AMBAC of proof of the
payment of interest thereon to the registered
owners of the Bonds, and (ii) in the case of
subrogation as to claims for past due
principal, the City shall cause the Paying
0310850
-32-
Agent/Registrar to note AMBAC's rights as
subrogee on the registration books of the city
maintained by the Paying Agent/ Registrar upon
surrender of the Bonds by the registered
owners thereof together with proof of the
payment of principal thereof.
SECTION 31: Public Meetina. It is officially found,
determined, and declared that the meeting at which this Ordinance
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 Ordinance, was given, all as
required by V.T.C.A., Local Government Code, Chapter 551, as
amended.
SECTION 32: Effective Date. This Ordinance shall take
effect and be in force immediately from and after its second
reading and final passage, and it is so ordained.
FIRST READING, March 5, 1996.
SECOND AND FINAL READING, PASSED AND ADOPTED March 19, 1996.
Mayor
CITY OF COLLEYVIL
J~
(city Seal)
APPROVED AS TO FORM:
Cifft)!o
0310M0
-33-
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of March 19, 1996 (this
"Agreement"), by and between the City of Colleyville, Texas (the
"Issuer"), and The Bank of New York, New York, New York, a banking
association duly organized and existing under the laws of the
United States of America, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
execution and delivery of its "City of Colleyville, Texas, General
Obligation Bonds, Series 1996" (the "Securities"), dated March 15,
1996, such Securities to be delivered to the initial purchasers on
or about April 23, 1996; and
WHEREAS, the Issuer has selected
Agent/Registrar in connection with the
premium, if any, and interest on said
to the registration, transfer and
registered owners thereof; and
the Bank to serve as Paying
payment of the principal of,
Securities and with respect
exchange thereof by the
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 "Bond Resolution" (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 "Bond
Resolution". 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.
0311090
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).
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.
"Bank Office" means the offices of the Bank located in
Houston, Texas at the address appearing in Section 3.01
hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the Secretary or
any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending
September 30th.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Manager, Director of Finance, or city Secretary,
anyone or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required
or authorized to be closed.
"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,
031109ti
-2-
EXHIBIT A
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 Resolution).
"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 Bond Resolution.
"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.
"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 Bond
Resolution 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 pavinq Aqent. 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 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:
The Bank of New York
Information Services
1301 Fannin Street, suite 2215
Houston, Texas 77002
0311096
-3-
EXHIBIT A
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.
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 fiduciary
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.
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 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 Bank Office.
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.
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 fiduciary
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. Pavrnent Dates. The Issuer hereby instructs the
Bank to pay the principal of and interest on the Securities at the
dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
section 4.01. Securitv Reqister - Transfers and Exchanqes.
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
0311096
-4-
EXHIBIT A
such other information as may be reasonably required by the Issuer
and subject to such reasonable regulations as the Issuer and Bank
may prescribe. All transfers, exchanges and replacement of
Securities shall be noted in the Security Register. The Bank
represents and warrants its office in Dallas, Texas will at all
times have immediate access to the Security Register by 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 replacement 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, in form satisfactory to the Bank, 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. Certificates. The Issuer shall provide an
adequate inventory of printed Securities to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of
printed Securities 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 Reaister. 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.
0311095
-5-
EXHIBIT A
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.
section 4.05. Return of Cancelled Certificates. The Bank
will, at such reasonable intervals as it determines, surrender to
the Issuer, 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 Securi-
ties. The I ssuer hereby instructs the Bank, subj ect to the
provisions of Section 11 of the Bond Resolution, 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, or 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 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, or destroyed, lost or stolen.
0311095
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EXHIBIT A
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) '!he 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, 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 Issuer.
0311095
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EXHIBIT A
(e) The Bank may consult with counsel, and the written advice
of such counselor 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.
section 5.03. Reci tals 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. Monevs Held bY Bank - Fiduciarv Account/
Collateralization. A fiduciary account shall at all times be kept
and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder 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 fiduciary accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such trust account shall be made by check drawn
on such trust account unless the owner of such Securities shall, at
its own expense and risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money
received by it hereunder.
Subject to the applicable unclaimed property laws of the State
of Texas, any money deposited with the Bank for the payment of the
principal, premium (if any), or interest on any Security and
remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to the
Issuer, and the Holder of such Security shall thereafter look only
to the Issuer for payment thereof, and all liability of the Bank
with respect to such moneys shall thereupon cease.
0311090
-8-
EXHIBIT A
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 either the Bank Office or the administrative offices
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 to determine the rights of any
Person claiming any interest herein.
section 5.08. DT 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", effective December 12, 1994, 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. Assiqnment. 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 page 11.
0311095
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EXHIBIT A
section 6.04. Effect of Headinqs.
headings herein are for convenience only
construction hereof.
The Article and Section
and shall not affect the
section 6.05. Successors and Assiqns. All
agreements herein by the Issuer shall bind its
assigns, whether so expressed or not.
covenants
successors
and
and
section 6.06. Severabili tv. 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. Benefits of Aqreement. Nothing herein, express
or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benef it or any legal or
equitable right, remedy, or claim hereunder.
section 6.08. Entire Aqreement. This Agreement and the Bond
Resolution 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 Bond Resolution,
the Bond Resolution shall govern.
Section 6.09. 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 6.10. 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 given to the Holders of the
securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and 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 other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
0311096
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EXHIBIT A
The provisions of section 1.02
survive and remain in full force
termination of this Agreement.
and of Article Five shall
and effect following the
section 6.11. Governinq Law. This Agreement shall be
construed in accordance with and governed by the laws of the state
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
THE BANK OF NEW YORK,
New York, New York
BY
Title:
[SEAL]
Attest:
Title:
Address: 10161 centurion Parkway
2nd Floor
Jacksonville, FL 32256
CITY OF COLLEYVILLE, TEXAS
BY
Mayor
(CITY SEAL)
Attest:
Address: 5400 Bransford Road
Colleyville, Texas 76034
City Secretary
0311096
-11-
EXHIBIT A
Exhibit c
to
Ordinance
DBSCRIPTrON OF ANNUAL FINANCrAL rNFORMATION
The following information is referred to in section 29 of this
Ordinance.
Annual Financial statements and Operatinq Data
The financial information and operating data with respect to
the City to be provided annually in accordance with such section
are as specified (and included in the Appendix or under the
headings of the Official statement referred to) below:
1. The financial statements of the City appended to the
Official Statement as Appendix B, but for the most recently
concluded fiscal year.
2. The information under Tables 1 through 6 and 8
through 14.
Accountinq principles
The accounting principles referred to in such Section are the
generally accepted accounting principles as applicable to
governmental units as prescribed by The Government Accounting
Standards Board.
0310300
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