HomeMy WebLinkAboutOrdinances (O-95-0982)-02/21/1995
ORDINANCE NO. 95-91;)"
AN ORDINANCE authorizing the issuance of "CITY OF
COLLEYVILLE, TEXAS, MUNICIPAL DRAINAGE UTILITY
SYSTEM REVENUE BONDS, SERIES 1995"; pledging the
revenues of the Drainage Utility System to the
payment of the principal of and interest on said
Bonds; enacting provisions incident and related to
the issuance, payment, security and delivery of
said bonds, including the approval and execution of
a Paying Agent/Registrar Agreement and the approval
and distribution of an Official Statement
pertaining thereto; and providing an effective
date.
WHEREAS, pursuant to authority conferred by Subchapter C of
Chapter 402 of the Local Government Code, V.T.C.A., the City
Council of the City of Colleyville, Texas, held public hearings on
May 18, 1993, June 1, 1993 and June 15, 1993 on the creation of a
municipal drainage utility system and adopted Ordinance No. 0-93-
902 on third reading on June 15, 1993 establishing and declaring
the creation of the Colleyville Municipal Drainage utility System
within the municipal boundaries of the City;
WHEREAS, notice of the Council's intention to issue revenue
bonds in the maximum amount of $1,500,000 finance the costs of
drainage improvements, including the acquisition, construction and
repair of structures, equipment and facilities for the City's
Municipal Drainage Utility System has been duly published in The
Colleyville Times & News, a newspaper hereby found and determined
to be published and of general circulation in the City of
Colleyville, Texas, on February 16, 1995 and February 23, 1995,
the date of the first publication of such notice being at least
fourteen (14) days prior to the date of passage of this ordinance;
and
WHEREAS, no petition, signed by 10% or more of the qualified
voters of the City, has been submitted or filed with the City
Secretary or other official of the City petitioning the city
Council to submit to a referendum vote the question as to the
issuance of the above revenue bonds for such purposes; and
WHEREAS, the City Council hereby finds and determines that
all of the revenue bonds described in the aforesaid notice should
be issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEYVILLE, TEXAS:
SECTION 1: Authorization-Desianation-Principal Amount-
Purpose. Revenue bonds of the ci ty shall be and are hereby
authorized to be issued in the aggregate principal amount of
$1,500,000 to be designated and bear the title "CITY OF
COLLEYVILLE, TEXAS, MUNICIPAL DRAINAGE UTILITY SYSTEM REVENUE
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BONDS, SERIES 1995" (hereinafter referred to as the "Bonds"), to
finance the costs of drainage improvements, including the
acquisition, construction and repair of structures, equipment and
facilities for the City's Municipal Drainage utility System, in
conformity with the Constitution and laws of the State of Texas,
including V.T.C.A., Local Government Code, section 402.051, as
amended.
SECTION 2: Fullv Reqistered Obliqations - Authorized
Denominations - Stated Maturities - Date. The Bonds shall be
issued as fully registered obligations, without coupons, shall be
dated March 1, 1995 (the "Issue Date") and, other than the single
fully registered Initial Bond referenced in section 8 hereof,
shall be in denominations of $5,000 or any integral multiple
thereof (within a Stated Maturity) , shall be numbered
consecutively from One (1) upward 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 per annum rates in
accordance with the following schedule:
Year of
Stated Maturity
Principal
Amount
Interest
Rate(s)
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
$ 45,000
50,000
50,000
55,000
55,000
60,000
65,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
100,000
105,000
110,000
120,000
125,000
5.75%
5.75%
5.75%
5.75%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
The Bonds shall bear interest on the unpaid principal amounts
from the Issue Date at the rate(s) per annum shown in the above
schedule (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,
1996.
SECTION 3: Terms of Payment - Paving Aqent/Reqistrar.
The principal of, premium, if any, and the interest on the Bonds,
due and payable by reason of maturity, redemption or otherwise,
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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 all such payments shall be in 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 Frost National Bank,
Austin, Texas 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 upon their earlier redemption,
only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its principal office. Interest on the Bonds
shall be paid to the Holders whose names appear in the Security
Register at the close of business on the Record Date (the last
business day of the month next preceding each interest payment
date) and shall be paid by the Paying Agent/Registrar (i) by check
sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by
such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the Holder. If the
date for the payment of the principal of or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which
banking institutions in the City where 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 on which
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 non-payment of interest on one or more
maturities on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment for such
maturity or maturities (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the 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 of such
maturity or maturities appearing on the Security Register at the
close of business on the last business day next preceding the date
of mailing of such notice.
SECTION 4: Redemotion. (a) Ootional Redemotion. The Bonds
maturing on and after February 15, 2005 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, 2004 or on any date thereafter
at the redemption price of par and accrued interest to the
redemption date.
(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 Redemotion. 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 Redemotion. 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
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conclusively presumed to have been duly given irrespective of
whether received by the Holder.
All notices of redemption shall (i) specify the date of
redemption for the Bonds, (ii) identify the Bonds to be redeemed
and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state
the redemption price, (iv) state that the Bonds, or the portion of
the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest
thereon, or on the portion of the principal amount thereof to be
redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the
Bonds, or the principal amount thereof to be redeemed, shall be
made at the principal office of the Paying Agent/Registrar only
upon their presentation and surrender by the Holder. If a Bond is
subject by its terms to prior redemption and has been called for
redemption and a notice of redemption 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: Registration - 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
principal office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for
exchange duly executed by the Holder or by his duly authorized
agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond for transfer at the principal
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
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surrender of the Bonds to be exchanged at the principal office of
the Paying Agent/Registrar. Whenever 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 a transfer or exchange of Bonds shall be
delivered to the Holders at the principal 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 30 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- Entry Onl y Transfers and Transactions.
Notwithstanding the provisions contained in sections 3, 4 and 5
hereof relating to the payment, redemption, 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 a Letter of Representation by and between the City,
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the Paying 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") and, 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 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 - Reqistration. 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 ci ty , 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
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certificate upon any Bond duly signed shall be conclusive
evidence, and the only evidence, that such Bond has been duly
certified, registered and delivered.
SECTION 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 of $1,500,000 with principal
installments to become due and payable as provided in section 2
hereof and numbered T-1, or (ii) as nineteen (19) 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 identif ied therefor; all
pursuant to and in accordance with such written 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 certificate of Registration, and the form
of Assignment to be printed on each of the Bonds, shall be
substantially in the forms set forth in this section with such
appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this 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 in the event the Bonds are purchased with
insurance 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.
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The definitive Bonds and the Initial Bonds shall be printed,
lithographed, or engraved, typewritten, photocopied or otherwise
reproduced in any other similar manner, all as determined by the
officers executing such Bonds as evidenced by their execution.
B.
Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS,
MUNICIPAL DRAINAGE UTILITY SYSTEM
REVENUE BOND
SERIES 1995
Issue Date:
March 1, 1995
Interest Rate:
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, hereby promises to
pay to the order of the Registered Owner named above, or the
registered assigns thereof, solely from the revenues hereinafter
identified, on the Stated Maturity date specified above the
Principal Amount stated above (or so much thereof as shall not
have been paid upon prior redemption) and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid Principal Amount hereof from the Issue Date at the
per annum rate of interest specified above; such interest being
payable on February 15 and August 15 of each year, commencing
February 15, 1996. Principal of this Bond is payable at its
Stated Maturity or redemption to the registered owner hereof, upon
its presentation and surrender at the principal 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
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security Register or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense
of, the registered owner. All payments of principal of, premium,
if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency
of the united states of America which at the time of payment is
legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued
in the aggregate principal amount of $1,500,000 (herein referred
to as the "Bonds") to finance the costs of drainage improvements,
including the acquisition, construction and repair of structures,
equipment and facilities for the City's Municipal Drainage utility
System, under and in strict conformity with the Constitution and
laws of the State of Texas, including V.T.C.A., Local Government
Code, section 402.051, as amended, and pursuant to an Ordinance
adopted by the governing body of the City (herein referred to as
the "Ordinance").
The Bonds maturing on and after February 15, 2005 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, 2004 or on any
date thereafter at the redemption price of par plus accrued
interest to the date of redemption. At least thirty days prior to
a redemption date for the Bonds, the city shall cause a written
notice of redemption to be sent by united States Mail, first class
postage prepaid, to the registered owners of each Bond to be
redeemed at the address appearing on the Security Register 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 called for redemption and notice of such
redemption duly given, this Bond (or the portion of the principal
sum hereof to be redeemed) shall become due and payable and
interest shall cease to accrue and be payable from and after the
redemption date provided sufficient funds to accomplish such
redemption are held by the Paying Agent/Registrar on the
redemption date.
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 principal 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 in the Ordinance for the then unredeemed balance of the
principal sum hereof. If this Bond is called for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall
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not be required to transfer this Bond to an assignee of the Holder
within 45 days of the redemption date therefor; provided, however,
such limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance hereof in the
event of its redemption in part.
The Bonds are special obligations of the City, payable solely
from and equally and ratably secured by a first lien on and pledge
of the Revenues (as def ined in the Ordinance) of the City's
Municipal Drainage utility System (as defined in the Ordinance and
hereinafter referred to as the "System"). The Bonds do not
constitute a legal or equitable pledge, charge, lien or
encumbrance upon any property of the City or the System, except
with respect to the Revenues. The holder hereof shall never have
the right to demand payment of this obligation out of any funds
raised or to be raised by taxation.
Subject to satisfying the terms and conditions prescribed
therefor, the City has reserved the right to issue additional
revenue obligations payable from and equally and ratably secured
by a parity lien on and pledge of the Revenues of the System, in
the same manner and to the same extent as the Bonds.
Reference is hereby made to the Ordinance, a copy of which is
on file in the principal office of the Paying Agent/Registrar, and
to all of the provisions of which the Holder by the acceptance
hereof hereby assents, for definitions of terms; a description of
and the nature and extent of the security for the Bonds, including
the Revenues pledged to the payment of the Bonds and the lien and
pledge securing the payment of the Bonds; conditions for the
issuance of additional revenue obligations; rights and conditions
relating to transferability 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;
provisions relating to the defeasance and discharge of the liens,
pledges, charges and covenants contained in the Ordinance at or
prior to the maturity or redemption of this Bond; and for other
terms and provisions contained therein. Capitalized terms used
herein have the same meanings assigned in the Ordinance.
This Bond, subject to limitations contained in the Ordinance,
may be transferred on the Security Register only upon its
presentation and surrender at the principal 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
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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, may treat the registered owner hereof whose name appears
on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of
surrender of this Bond as the owner entitled to payment of
principal hereof at its Stated Maturity or its redemption, in
whole or in part, and (iii) on any other date as the owner for all
other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of non-payment of interest
on a 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.
It is hereby certified, recited, represented and covenanted
that the City is a duly organized and legally existing municipal
corporation 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 a pledge of the
Revenues of the System as aforestated. In case any provision in
this Bond or any application thereof shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the
remaining provisions and applications shall not in any way be
affected or impaired thereby. The terms and provisions of this
Bond and the Ordinance shall be construed in accordance with and
shall be governed by the laws of the State of Texas.
0227170
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. '"._~'--'---""---'---r-------'---""-'-"--'-'_.'------~----~--'~--
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)
C. *Form of Registration certificate of Coml?troller of Public
Accounts to Appear on Initial Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
REGISTER NO.
OF PUBLIC ACCOUNTS
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
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER:
Do not print on definitive bonds
0227170
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D. Form of Certificate of Payinq Aqent/Reqistrar to Appear on
Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of
the Registered Owner shown above under the provisions of the
within-mentioned 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.
Registration Date:
THE FROST NATIONAL BANK,
Austin, Texas,
as Paying Agent/Registrar
By
Authorized Signature
E.
Form of Assiqnment.
assigns,
and zip
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
and transfers unto (Print or typewrite name, address,
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
wi th full power of substitution in the
DATED:
.. ....... ......... ........ ............. ........ ...
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
F. The Initial Bond(s) shall be in the form set forth in
paraqraph B of this Section. except that the form of a
sinqle fully registered Initial Bond shall be modified as
follows:
0227170
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^^^^^^^-----,
^ _H~_ ^ ^----^^-T----- -------
(i) immediately under the name of the bond the headings
"Interest Rate " and "Stated Maturity "
shall both be omitted";
(ii) Paragraph one shall read as follows:
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, hereby promises to
pay to the order of the Registered Owner named above, or the
registered assigns thereof, solely from the revenues hereinafter
identified, the Principal Amount hereinabove stated on February 15
in each of the years and in principal installments in accordance
with the following schedule:
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to
maturity) and to pay interest, computed on the basis of a 360-day
year of twelve 30-day months, on the unpaid principal amounts
hereof from the Issue Date at the per annum rates of interest
specified above; such interest being payable on February 15 and
August 15 in each year, commencing February 15, 1996. Principal
installments of this Bond are payable in the year of maturity or
on a prepayment date to the registered owner hereof, upon
presentation and surrender, at the principal office of THE FROST
NATIONAL BANK, Austin, Texas (the "paying Agent/Registrar").
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 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 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: Definitions. For all purposes of this
Ordinance and in particular for clarity with respect to the
issuance of the Bonds herein authorized and the pledge and
0227170
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-' .-.-. "--'~l--'----~'-^-------'-"'~"'-
I
-.. - ---..-...-----..--1-.---
appropriation of revenues to the payment of the Bonds, the
following definitions are provided:
"Act" - Subchapter C of Chapter 402 of the Local
Government Code, as amended.
"Additional Bonds" - Revenue bonds or other
evidences of indebtedness issued or entered into, as the
case may be, in the future in accordance with the terms
and conditions provided in Section 18 hereof and, by
their terms, are equally and ratably secured by a parity
lien on and pledge of the Revenues of the System.
"Average Annual Debt Service" - An amount which, at
the time of computation, is derived by dividing the
total amount of Debt Service to be paid over a period of
years as the same is scheduled to become due and payable
by the number of years taken into account in determining
the total Debt Service. Capitalized interest payments
provided from bond proceeds shall be excluded in making
the aforementioned computation.
"Bonds" - The "City of Colleyville,
Municipal Drainage utility System Revenue
Series 1995" authorized by this Ordinance.
Texas,
Bonds,
"Bonds Similarly Secured" - Collectively, the Bonds
and Additional Bonds.
"City" - The incorporated municipality known as the
City of Colleyville located in Tarrant County, Texas.
"Debt Service" - As of any particular date of
computation, with respect to any obligations and with
respect to any period, the aggregate of the amounts to
be paid or set aside by the City as of such date or
in such period for the payment of the principal of,
premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case
of obligations without a fixed numerical rate, that such
obligations bear, or would have borne, interest at the
highest rate reached, or that would have been applied to
such obligations (using the index or measure for
computing interest applicable to such obligations)
during the twenty-four (24) month period next preceding
the date of computation, and further assuming in the
case of obligations required to be redeemed or prepaid
as to principal prior to maturity, the principal amounts
thereof will be redeemed prior to maturity in accordance
with such applicable mandatory redemption.
0227170
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--.--.'.---..'.-:---....--..-.--.-......'....-.-.---.'..--,...-----
- - --------1'-----------------------.----.---------.--.- .-------....-
"Fiscal Year" - The twelve month financial
accounting period used by the City in connection with
the operation of the System which may be any twelve
consecutive month period established by the City.
"Government Obligations" - Direct obligations of
the united States of America, including obligations the
principal of and interest on which are fully and
unconditionally guaranteed by the united States of
America, and united States Treasury obligations such as
its State and Local Government Series in book-entry
form.
"Outstanding" - When used in this Ordinance with
respect to Bonds or Bonds Similarly Secured, as the case
may be, means, as of the date of determination, all
Bonds and Bonds Similarly Secured theretofore sold,
issued and delivered by the City, except:
(1) Bonds or Bonds Similarly Secured
cancelled or delivered to the transfer agent
or registrar for cancellation in connection
with the exchange or transfer of such
obligations;
(2) Bonds or Bonds Similarly Secured
paid or deemed to be paid in accordance with
the provisions of Section 28 hereof; and
(3) Bonds or Bonds Similarly Secured
that have been mutilated, destroyed, lost, or
stolen and replacement bonds have been
registered and delivered in lieu thereof.
"Required Reserve" - The total amount required to
be accumulated and maintained in the Reserve Fund under
the provisions of section 14 hereof.
"Revenues" - All income, receipts and revenues of
every nature derived or received from the operation and
ownership (excluding restricted gifts, grants in aid of
construction and any amounts received from drainage
charges specifically provided by ordinance for
contribution to the funding of future drainage system
construction) of the System, including earnings and
income derived from the investment or deposit of moneys
in any special funds or accounts created and established
for the payment and security of the Bonds Similarly
Secured and other obligations payable solely from and
0227170
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secured only by a lien on and pledge of the Revenues of
the System.
"Municipal Drainage utility System" or "System"
- All land, easements and interest in land, together
with all structures, equipment and facilities used in
draining benefitted property (within the meaning of the
Act), including, but not limited to, bridges, catch
basins, channels, conduits, creeks, culverts, detention
ponds, ditches, draws, flumes, pipes, pumps, sloughs,
treatment works, and appurtenances to those items,
whether natural or artificial, or using force or
gravity, that are used to draw off surface water from
land, carry the water away, collect, store, or treat the
water, or divert the water into natural or artificial
watercourses.
SECTION 11: Pledae. The City hereby covenants and agrees
that the Revenues of the System, with the exception of those in
excess of the amounts required for the payment and security of the
Bonds Similarly Secured, are hereby irrevocably pledged, to the
payment and security of the Bonds and Additional Bonds, if issued,
including the establishment and maintenance of the special funds
created and established by this Ordinance, all as hereinafter
provided, and it is hereby ordained that such pledge of the
Revenues securing the payment of the Bonds Similarly Secured and
interest thereon shall constitute a first lien on such Revenues
and be valid and binding in accordance with the terms hereof
without any filing or recording thereof (except in the official
records of the City) or physical delivery of such Revenues or
further act by the City.
SECTION 12: System Fund. The City hereby covenants and
agrees that the Revenues of the System (excluding earnings and
income derived from investments held in the Bond Fund and Reserve
Fund) shall be deposited as collected to the credit of a fund
maintained at an official depository of City funds, and known on
the books and records of the City as the "Drainage utility System
Fund" (herein called the "System Fund"). All revenues deposited
in the System Fund shall be pledged and appropriated to the extent
required for the following uses and in the order of priority
shown:
0227170
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_ -"-~"----,.--------- ". .. _ -..".. '.-.---..-..-------.-.....-.--.-----,..---
_",,0'__."'''--''-'' - -t"...-_,.._,-,-_._,-"~--.
First: To the payment of the amounts required to
be deposited in the Bond Fund for the payment of Debt
Service on the Bonds Similarly Secured as the same
becomes due and payable.
Second: To the payment of the amounts required to
be deposited in the Reserve Fund to establish and
maintain the Required Reserve in accordance with the
provisions of this Ordinance or any other ordinance
relating to issuance of Bonds Similarly Secured.
Revenues remaining in the System Fund after satisfying the
foregoing payments, or making adequate and sufficient provision
for the payment thereof, may be transferred to the City's general
fund or used for any other purpose now or hereafter permitted by
law.
SECTION 13: Bond Fund. For purposes of providing funds to
pay the principal of and interest on the Bonds Similarly Secured
as the same becomes due and payable, the City agrees to create or
maintain a special account on the books and records of the City
known as the "City of Colleyville Drainage utility System Revenue
Bond Interest and Sinking Fund" (the "Bond Fund"). All monies
deposited to the credit of such Fund shall be held in a fund or
account maintained at an official depository of the City. The
City covenants that there shall be deposited into the Bond Fund
prior to each principal and interest payment date from the
Revenues an amount equal to one hundred per centum (100%) of the
interest on and the principal of the Bonds then falling due and
payable by reason of maturity or redemption, and such deposits to
pay principal and accrued interest on the Bonds shall be made in
substantially equal monthly installments on or before the 10th day
of each month, beginning the month next following the delivery of
the Bonds to the initial purchaser(s).
The required monthly deposits to the Bond Fund for the
payment of principal of and interest on the Bonds shall continue
to be made as hereinabove provided until (i) the total amount on
deposit in the Bond Fund and Reserve Fund is equal to the amount
required to fully pay and discharge all Outstanding Bonds
similarly Secured (principal and interest) or (ii) the Bonds are
no longer Outstanding.
Accrued interest and premium, if any, received from the
purchaser(s) of the Bonds, as well as earnings derived from the
investment of moneys in the Bond Fund, shall be deposited to the
credit of the Bond Fund and taken into consideration and reduce
the amount of the monthly deposits hereinabove required to be
deposited in the Bond Fund from the Revenues of the System.
0227170
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-....-.............~..~...T--....._--_...-..- .... ....--.-----r---...----.......-..
.. "r
SECTION 14: Reserve Fund. For purposes of accumulating
and maintaining a reserve amount for the payment of the Bonds
Similarly Secured, the City agrees and covenants to create and
maintain a special fund or account on its books and records known
as the "City of Colleyville Drainage utility System Revenue Bond
Reserve Fund" (the "Reserve Fund"). All moneys deposited to the
credit of such Fund shall be held in a fund or account maintained
at an official depository of City funds. All funds deposited to
the credit of the Reserve Fund (excluding investment or deposit
earnings and income which may be transferred to the System Fund
established in Section 12 hereof during such periods as there is
on deposit in the Reserve Fund the Required Reserve) shall be used
solely for the payment of the principal of and interest on the
Bonds Similarly Secured when (whether at maturity, upon a
mandatory redemption date or any interest payment date) other
funds available for such purposes are insufficient, and, in
addition, may be used to the extent not required to maintain the
"Required Reserve", to pay, or provide for the payment of, the
final principal amount of a series of Bonds Similarly Secured so
that such series of Bonds Similarly Secured is no longer deemed to
be "outstanding" as such term is defined herein.
Initially, the total amount to be accumulated and maintained
in the Reserve Fund by reason of the issuance of the Bonds shall
be an amount equal to the Average Annual Debt Service for the
Bonds (calculated on a Fiscal Year basis), and hereinafter
referred to as the "Required Reserve". Beginning on or before the
10th day of the month next following the delivery of the Bonds to
the initial purchasers on or before the 10th day of each following
month until the Required Reserve has been accumulated in said
Fund, the City covenants and agrees to cause an amount to be
deposited in the Reserve Fund equal to at least 1j60th of the
Required Reserve.
When Additional Bonds are delivered or incurred, the Required
Reserve shall be increased, if required, to an amount equal to the
lesser of (i) the Average Annual Debt Service (calculated on a
Fiscal Year basis) for all Bonds Similarly Secured then
outstanding, as determined on the date each series of Additional
Bonds are delivered or incurred and annually following each
principal payment date or redemption date for Bonds similarly
Secured, as the case may be, or (ii) the maximum amount in a
reasonably required reserve fund that can be invested without
restriction as to yield pursuant to Subsection (d) of section 148
of the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder. Any additional amount required to be
maintained in the Reserve Fund shall be so accumulated by the
deposit in the Reserve Fund of all or any part thereof in cash
immediately after the delivery of the then proposed Additional
Bonds, or, at the option of the City, by the deposit of monthly
0227170
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installments, made on or before the 10th day of each month
following the month of delivery of the then proposed Additional
Bonds, of not less than 1/60th of the additional amount to be
maintained in said Fund by reason of the issuance of the
Additional Bonds then being issued (or 1/60th of the balance of
the additional amount not deposited immediately in cash).
While cash and investments in the Reserve Fund total not less
than the Required Reserve, no deposits need be made to the credit
of the Reserve Fund; but, if and when the Reserve Fund at any time
contains less than the Required Reserve (other than as the result
of the initial funding of the Required Reserve or issuance of
Additional Bonds as provided in the preceding paragraph), the City
covenants and agrees to cure the def iciency in the Required
Reserve by making monthly deposits on or before the 10th day of
each month to said Fund from the Revenues in amounts equal to not
less than 1/60th of the then total Required Reserve to be
maintained in said Fund until the total Required Reserve then to
be maintained in said Fund has been fully restored. The City
further covenants and agrees that, sUbject only to the payments to
be made to the Bond Fund, the Revenues shall be applied and
appropriated and used to establish and maintain the Required
Reserve and to cure any deficiency in such amounts as required by
the terms of this Ordinance and any other ordinance pertaining to
the issuance of Additional Bonds.
During such time as the Reserve Fund contains the total
Required Reserve, the City may, at its option, withdraw all
surplus in the Reserve Fund in excess of the Required Reserve and
deposit such surplus in the System Fund.
SECTION 15: Deficiencies: Excess Revenues. (a) If on any
occasion there shall not be sufficient Revenues of the System to
make the required deposits into the Bond Fund and the Reserve
Fund, then such deficiency shall be cured as soon as possible from
the next available Revenues of the System, or from any other
sources available for such purpose.
(b) Subj ect to making the required depos its to the Bond Fund
and the Reserve Fund in accordance with the provisions of this
ordinance, or any ordinance authorizing the issuance of Additional
Bonds, the excess Revenues may be transferred to the City'S
general operating fund or used by the City for any lawful purpose.
SECTION 16: Payment of Bonds. While any of the Bonds
are outstanding, the Director of Finance (or other designated
financial officer of the City) shall cause to be transferred to
the Paying Agent/Registrar, from funds on deposit in the Bond
Fund, and, if necessary, in the Reserve Fund, amounts sufficient
to fully pay and discharge promptly as each installment of
0227170
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"........-^.-----..-..--..-..-.....-...'-T""
interest and principal of the Bonds accrues or matures or comes
due by reason of redemption prior to maturity; such transfer of
funds to be made in such manner as will cause immediately
available funds to be deposited with the Paying Agent/Registrar
for the Bonds at the close of the last business day next preceding
the date of payment for the Bonds.
SECTION 17: Investments - Secur i tv of Funds. (a) Money
in any Fund established pursuant to this Ordinance may, at the
option of the City, be invested in funds and obligations
authorized and identified in the Public Funds Investment Act of
1987, as amended or other applicable law; provided, however, the
investment of moneys held in the Bond Fund and Reserve Fund shall
be restricted to time deposits or certificates of deposit secured
(to the extent not insured by the Federal Deposit Insurance
corporation) by obligations of the type hereinafter described, or
be invested, including investments held in book-entry form, in
direct obligations of the united States of America and obligations
guaranteed or insured by the united States of America, which, in
the opinion of the Attorney General of the united states, are
backed by its full faith and credit or represent its general
obligations; provided that all such deposits and investments shall
be made in such a manner that the money required to be expended
from any Fund will be available at the proper time or times and
provided further the maximum stated maturity for any investment
acquired with money in the Reserve Fund shall be limited to five
(5) years from the date of the investment of such money. Such
investments (except State and Local Government Series investments
held in book entry form, which shall at all times be valued at
cost) shall be valued in terms of current market value within 45
days of the close of each Fiscal Year and, with respect to
investments held for the account of the Reserve Fund, within
30 days of the date of passage of each ordinance authorizing the
issuance of Additional Bonds. All interest and income derived
from deposits and investments in the Bond Fund immediately shall
be credited to, and any losses debited to, the Bond Fund. All
interest and interest income derived from deposits in and
investments of the Reserve Fund shall, subject to the limitations
provided in section 14 hereof, be credited to and deposited in the
System Fund. All such investments shall be sold promptly when
necessary to prevent any default in connection with the Bonds.
(b) To the extent amounts deposited to the credit of any
Funds referenced herein are not invested, such uninvested amounts
shall be secured in the manner and to the fullest extent required
by the laws of the State of Texas for the security of public
funds.
0227170
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.---------[-.-------------.----.----.--------------. -
SECTION 18: Issuance of Additional Obliqations. Subject to
the provisions hereinafter appearing as to conditions precedent
which must be satisfied, the City reserves the right to issue,
from time to time as needed, Additional Bonds for any authorized
purpose, including the issuance of refunding bonds. Such
Additional Bonds may be issued in such form and manner as now or
hereafter authorized by the laws of the State of Texas for the
issuance of evidences of indebtedness or other instruments, and
should new methods or financing techniques be developed that
differ from those now available and in normal use, the City
reserves the right to employ the same in its financing
arrangements provided only that the following conditions precedent
for the authorization and issuance of the same are satisfied, to
wit:
(1) The officer of the City then having the
primary responsibility for the financial affairs of the
City shall have executed a certificate stating (a) that,
to the best of her knowledge and belief, the City is not
then in default as to any covenant, obligation or
agreement contained in any ordinance or other proceeding
relating to any obligations of the City payable from and
secured by a lien on and pledge of the Revenues of the
System that would materially affect the security or
payment of such obligations and (b) either (i) payments
into all special Funds maintained for the payment and
security of all outstanding obligations payable from and
secured by a lien on and pledge of the Revenues of the
System have been made and that the amounts on deposit in
such special Funds equal or exceed the amounts then
required to be on deposit therein or (ii) the
application of the proceeds of sale of such obligations
then being issued will cure any such deficiency.
(2) The Additional Bonds shall be scheduled to
mature or be payable as to principal on February 15 or
August 15 (or both) in each year the same are to be
outstanding or during the term thereof.
(3) The City has secured a certificate or opinion
of a Certified Public Accountant to the effect that,
according to the books and records of the City, the
Revenues for the last completed Fiscal Year, or for 12
consecutive months out of the 18 months, immediately
preceding the date of issuance of the Additional Bonds
(the date of issuance being the date of delivery of all
or a portion of the Additional Bonds to the initial
purchasers) are at least equal to (i) 1.25 times the
Average Annual Debt Service for all outstanding Bonds
Similarly Secured after giving effect to the issuance of
0227170
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r ~ .~--~~-----~--
the Additional Bonds then being issued and (ii) 1.10
times the maximum annual Debt Service payment to be paid
in a Fiscal Year for the outstanding Bonds similarly
Secured after giving effect to the issuance of the
Additional Bonds then being issued. In making a
determination of the Revenues, the Accountant may take
into consideration a change in the charges for services
afforded by the System that became effective at least
sixty (60) days prior to the last day of the period for
which Revenues are determined and, for purposes of
satisfying the above Revenues test, make a pro forma
determination of the Revenues of the System for the
period of time covered by his certification or opinion
based on such change in charges being in effect for the
entire period covered by the certificate or opinion of
the Accountant.
SECTION 19: Refunding Bonds. The City reserves the right
to issue refunding bonds to refund all or any part of the Bonds
Similarly Secured (pursuant to any law then available) upon such
terms and conditions as the City Council of the City may deem to
be in the best interest of the City and its inhabitants, and if
less than all such Bonds Similarly Secured then outstanding are
refunded, the conditions precedent prescribed (for the issuance of
Additional Bonds) set forth in subparagraph (3) of section 18
hereof shall be satisfied and the certificate or opinion of the
Accountant required in subparagraph (3) shall give effect to the
Debt Service of the proposed refunding bonds (and shall not give
effect to the Debt Service of the Bonds Similarly Secured being
refunded following their cancellation or provision being made for
their payment) .
SECTION 20: Obliqations of Inferior Lien and Pledqe.
The City hereby reserves the right to issue obligations payable
from and secured by a lien on and pledge of the Revenues of the
System, junior and subordinate in rank and dignity to the lien and
pledge securing the payment of the Bonds Similarly Secured, as may
be authorized by the laws of the State of Texas.
SECTION 21: Drainaqe Charqes. For the benef it of the
Holders of the Bonds and in accordance with the provisions of the
Act and other applicable laws of the State of Texas, the City
hereby expressly stipulates and agrees, while any of the Bonds are
outstanding, to establish, maintain and impose drainage charges
for services afforded by the System that are reasonably expected,
on the basis of available information and experience and with due
allowance for contingencies, to produce Revenues in each Fiscal
Year:
0227170
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..--. .,---....~-_._._..'tm'__._-
I
. ".-,.,.---.----.-~T-
(1) sufficient to pay the principal of and
interest on the Bonds Similarly Secured and the amounts
required to be deposited in any reserve or contingency
fund created for the payment and security of the Bonds
Similarly Secured, and other obligations or evidences of
indebtedness issued or incurred that are payable only
from and secured solely by a lien on and pledge of the
Revenues of the System,
(2) in an amount equivalent to at least 1.25 times
the annual Debt Service for the Fiscal Year on the Bonds
Similarly Secured then Outstanding, and
(3) to pay all other indebtedness payable from
and/or secured in whole or in part by a lien on and
pledge of the Revenues of the System.
SECTION 22: Insurance. In regard to the operations and
properties of the System, the City also agrees to carry and
maintain liability and property damage insurance of the kind and
in the amounts customarily carried by municipal corporations in
Texas on such kind of properties; provided, however, the City in
lieu of and/or in combination with carrying such insurance may
self-insure against such perils and risks by establishing
self-insurance reserves. Annually each year not later than the
end of each Fiscal Year, the City shall prepare or cause to be
prepared by a person competent and knowledgeable in such matters
a written evaluation of the adequacy of such self-insurance and/or
insurance coverage and of any recommended changes in regard to the
City's insurance/self-insurance policies, practices and
procedures.
SECTION 23: Sale or Lease of Properties. The city, to the
extent and in the manner authorized by law, may sell or exchange
for consideration representing the fair value thereof, as
determined by the City Council of the City, any property of the
System which is obsolete, damaged or worn out or otherwise
unsuitable. The proceeds of any sale of properties of the System
shall be deposited in the System Fund.
SECTION 24: Records and Accounts. The City hereby
covenants and agrees that while any Bonds remain Outstanding, it
will keep and maintain separate and complete records and accounts
pertaining to the receipt and disbursement of Revenues of the
System in accordance with generally accepted accounting
principles, as well as an inventory or list of System properties.
The Holders of any Bonds or any duly authorized agent or agents of
such Holders shall have the right at all reasonable times to
inspect such records, accounts and data relating thereto and the
inventory of System properties. The City further agrees that
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t- .
annually an audit of the books and accounts of the System shall be
made by an independent firm of Certified Public Accountants. Each
such audit, in addition to whatever other matters may be thought
proper by the accountant, shall particularly include the
following:
(1) A statement of the receipts and disbursements
of the System for such Fiscal Year.
(2) A balance sheet for the System as of the end
of such Fiscal Year.
(3) The Accountant's comments regarding the manner
in which the City has carried out the requirements of
this Ordinance and any other ordinance authorizing the
issuance of Additional Bonds and his recommendations for
any changes or improvements in the operations, records
and accounts of the System.
Copies of each annual audit shall be furnished to the
Executive Director of the Municipal Advisory Council of Texas at
his office in Austin, Texas, and, upon request, to the initial
purchasers of the Bonds and subsequent Holders of 15% or more in
principal amount of said Bonds. Such required annual audit of the
financial records and accounts of the City shall be completed,
insofar as possible, within 120 days following the close of each
Fiscal Year and may be a part of the annual audit made of all City
records and accounts.
SECTION 25: Special Covenants. The City further covenants
and agrees by and through this Ordinance as follows:
( 1) It has the lawful power to pledge the Revenues
of the System to the payment of the Bonds to the extent
provided herein and has lawfully exercised said power
under the Constitution and laws of the State of Texas,
including the Act, and that the Bonds issued hereunder,
together with the Additional Bonds, shall be ratably
secured in such manner that no one bond shall have
preference over any other bond of said issues.
(2) The Revenues of the System have not been in
any manner pledged or encumbered to the payment of any
debt or obligation of the City or the System, save and
except for the Bonds.
(3) To exercise and pursue with due diligence
available remedies provided by law for the collection of
delinquent drainage charges, including the power under
section 402.050 of the Act to discontinue all utility
0227170
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services, particularly water and sewer services provided
by the City to a user of benefitted property who is
delinquent in the payment of drainage charges.
SECTION 26: Remedv in Event of Default. In addition to
all rights and remedies provided by the laws of the State of
Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in payments to be made to the Bond
Fund or the Reserve Fund as required by this Ordinance or (b)
defaults in the observance or performance of any other of the
covenants, conditions or obligations set forth in this Ordinance,
the Holders of any of the Bonds shall be entitled to a writ of
mandamus issued by a court of proper jurisdiction, compelling and
requiring the City and its officers to observe and perform any
covenant, condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time
to time and as often as may be deemed expedient.
The specific remedy herein provided shall be cumulative of
all other existing remedies and the specification of such remedy
shall not be deemed to be exclusive.
SECTION 27: Special Obliqations. The Bonds are special
obligations of the City payable from the pledged Revenues and the
Holders thereof shall never have the right to demand payment
thereof out of funds raised or to be raised by taxation.
SECTION 28: satisfaction of Obliqation of city. 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 the Revenues of the System
under this Ordinance and all other obligations of the City to the
Holders shall thereupon cease, terminate, and become void 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) non-callable Government Obligations shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or
an authorized escrow agent, which Government Obligations have been
certified by an independent accounting firm to mature as to
0227170
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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 Obligations
will be made under this Section and no use made of any such
deposit which would cause the Bonds to be treated as "arbitrage
bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or
an authorized escrow agent, and all income from Government
Obligations held in trust by the Paying Agent/Registrar or an
authorized escrow agent, pursuant to this Section 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.
SECTION 29: Ordinance a Contract - Amendments. 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 while 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, to cure any ambiguity, inconsistency, or formal
defect or omission herein and to provide additional security for
the payment of the Bonds Similarly Secured. In addition, the City
may, with the written consent from the owners holding a majority
in aggregate principal amount of the Bonds Similarly Secured then
outstanding (excluding Bonds Similarly Secured acquired by or held
for the account of the City) affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided that,
without the written consent of all Holders of Bonds then
outstanding, no such amendment, addition, or rescission shall
(1) extend the time or times of payment of the principal of,
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--..,--~~--_..._._._...--
- ----'---'~"-----------'-T'--'----' -.------,--"- '" "" .,_.,--_.
premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of
interest thereon, or in any other way modify the terms of payment
of the principal of, premium, if any, or interest on the Bonds,
(2) give any preference to any Bond over any other Bond, or
(3) reduce the aggregate principal amount of Bonds or Bonds
Similarly Secured, as the case may be, required to be held for
consent to any such amendment, addition, or rescission.
SECTION 30: Mutilated Destroved - 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 new Bond issued pursuant to this section in lieu of any
mutilated, destroyed, lost, or stolen Bond shall constitute a
replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Bond shall be at any
time enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and ratably with all other
outstanding 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 31: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this section, the following terms
shall have the following meanings:
"Closing Date" means the date on which the Bonds
are first authenticated and delivered to the initial
purchasers against payment therefor.
0227170
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,._",..---..-o."..---.."'t.......,.....-.-.-.....-........"'--_.-.~-"._-_._._--,~..__.,_.".._,.".._,._.,._--_._,-"._._,.._._._-~_..,-
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, effective on or
before the Closing Date.
"Computation Date" has the meaning set forth in
section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in
section 1.148-1(b) of the Regulations, and any
replacement proceeds as defined in section 1.148-1 (c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in section
1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment
property, as defined in section 148(b) of the Code, in
which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes
of the Bonds.
"Rebate Amount" has the meaning set forth in
section 1.148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or
final Income Tax Regulations issued pursuant to sections
103 and 141 through 150 of the Code, and 103 of the
Internal Revenue Code of 1954, which are applicable to
the Bonds. Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary
or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set
forth in section 1.148-5 of the Regulations; and (2)
the Bonds has the meaning set forth in section 1.148-4
of the Regulations.
(b) Not to Cause Interest to Become Taxable. The 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,
respecti vely , would cause the interest on any Bond to become
includable in the gross income, as defined in section 61 of the
Code, of the owner thereof for federal income tax purposes.
without limiting the generality of the foregoing, unless and until
the 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
0227170
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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 Payments. 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 ref inanced 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 arrangement; or (3) indirect benefits, or burdens and benefits
of ownership, of such Gross Proceeds or any property acquired,
0227170
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1----- --
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
permi tted 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 Federally 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. The City warrants and represents that it
satisfies the requirements of paragraph (2) and (3) of section
148(f) of the Code with respect to the Bonds without making the
payments for the United States described in such section.
Specifically, the City warrants and represents that
(1) the City is a governmental unit with general
taxing powerSj
(2) at least 95% of the Gross Proceeds of the
Bonds will be used for the local governmental activities
of the city;
(3) the aggregate face amount of all tax-exempt
obligations issued or expected to be issued by the City
(and all subordinate entities thereof) in the calendar
year in which the Bonds are issued is not reasonably
expected to exceed $5,000,000.
PROVIDED, HOWEVER, should additional tax exempt obligations
be issued or incurred, including lease purchase financings, in the
1995 calendar year which would cause the total face amount of tax
exempt obligations issued and incurred in such calendar year to
exceed $5,000,000, the City agrees and covenants that it will
0227170
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___-,-___ ____m__ u____.
-- _ m_ _ ---- ---.----t-------- --------- -------- ------------- -.---
maintain complete records regarding the investments of the
proceeds of sale of the Bonds and rebate any "arbitrage profits"
to the united states as required by section 148(f) of the Code.
(i) 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 32: Sale of the Bonds. Pursuant to a public sale
for the Bonds, the bid submitted by A. G. Edwards & Sons, Inc. and
associates (herein referred to as the "Purchasers") is declared to
be the best bid recei ved producing the lowest net effective
interest cost to the City, and the sale of the Bonds to said
Purchasers at the price of 99% OF par and accrued interest to the
date of delivery, is hereby approved and confirmed. Delivery of
the Bonds to the Purchasers shall occur as soon as possible upon
paYment being made therefor in accordance with the terms of sale.
SECTION 33: Qualified 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 1995 will not exceed $10,000,000.
SECTION 34: Control and Custody of Bonds. The Mayor 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 initial 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
0227170
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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 35: Official Statement. The Official Statement
prepared in the initial offering and sale of the Bonds by the
ci ty, together with all addendas, supplements, and amendments
thereto issued on behalf of the City, is hereby approved as to
form and content, and the City Council hereby finds that the
information and data contained in said Official Statement
pertaining to the City and its financial affairs is true and
correct in all material respects and no material facts have been
omi tted therefrom which are necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The use of such Official Statement in the
reoffering of the Bonds by the Purchasers is hereby approved and
authorized.
SECTION 36: Construction Fund. The proceeds of sale of
the Bonds, excluding the accrued interest and premium, if any,
received from the Purchasers shall be deposited in a Series 1995
Drainage utility System 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 may be expended
for such authorized projects and purposes or deposited in the Bond
Fund as shall be determined by the City Council. Accrued interest
and premium, if any, received from the Purchasers as well as all
excess proceeds of sale of the Bonds, including investment
earnings, remaining after completion of all authorized projects or
purposes and amounts, if any, required to be rebated to the
Federal government, shall be deposited to the credit of the Bond
Fund. All money deposited to the credit of the Construction Fund,
pending disbursement and expenditure for authorized projects and
purposes, shall be and is hereby pledged to the paYment of the
principal of and interest on the Bonds; provided, however, the
pledge and encumbrance of the proceeds of sale of the Bonds
deposited to the credit of the Construction Fund shall be
terminated and released on amounts withdrawn and disbursed by the
City without filing any release or further action by the City
other than the act of withdrawing or disbursing such amount from
the Construction Fund.
SECTION 37: 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
0227170
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"_..~--~----~-,.~
class postage prepaid, to the address of each Holder as it appears
in the Security Register.
In any case where notice to Holders is given by mail, neither
the failure to mail such notice to any particular Holders, nor any
defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds. Where this 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 38: Cancellation. All Bonds surrendered for
paYment, redemption, transfer or exchange, 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 destroyed as directed by the City.
SECTION 39: Leqal 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
deli very 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 40: CUSIP Numbers. CUSIP numbers may be printed
or typed on the definitive Bonds. It is expressly provided,
however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards
the legality thereof and neither the City nor attorneys approving
said Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
0227170
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SECTION 41: 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 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 42: 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 43: Governinq 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 44: Severability. 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 Council hereby declares that this Ordinance would
have been enacted without such invalid provision.
SECTION 45: 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 46: Public Meetinq. 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., Government Code, Chapter 551, as amended.
0227170
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SECTION 47: Effective Date. This Ordinance shall take
effect and be in force immediately from and after its third
reading and final passage, and it is so ordained.
FIRST READING, February 7, 1995.
SECOND READING, February 21, 1995.
THIRD AND FINAL READING, PASSED AND ADOPTED March 7, 1995.
CITY OF COLLEYVILLE, TEXAS
~
Mayor
~y~
ty Secretary
(City Seal)
APPROVED AS TO FORM:
citgz3b
0227170
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EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of March 7, 1995 (this
"Agreement"), by and between the City of Colleyville, Texas (the
"Issuer"), and The Frost National Bank, Austin, Texas, 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,
Municipal Drainage utility System Revenue Bonds, Series 1995" (the
"Securities"), dated March 1, 1995; such Securities to be
delivered to the initial purchasers thereof on or about April 11,
1995; and
WHEREAS, the Issuer has selected the Bank to serve as Paying
Agent/Registrar in connection with the payment of the principal
of, premium, if any, and interest on said Securities and with
respect to the registration, transfer and exchange thereof by the
registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for
and on behalf of the Issuer and has full power and authority to
perform and serve as Paying Agent/Registrar for the securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the
Bank to serve as Paying Agent with respect to the Securities, and,
as Paying Agent for the Securities, the Bank shall be responsible
for paying on behalf of the Issuer the principal, premium (if
any), and interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance with
this Agreement and the "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.
0234057
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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 for the first year of this Agreement and thereafter the
fees and amounts set forth in the Bank's current fee schedule then
in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before
90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal
Year.
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 principal office of the Bank as
indicated on page 11 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 deliyered 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
0234057
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EXHIBIT A
^ -_.,._.."".__....._.__..--..i.-".w_._-~._._-,.-. ,."-"",",-",,",,,,_,_-'---~-'_.',,--"-_.~,,----~-, ". .----.---......,.....""'....
-.....'r----,...,--..- -.----------.,.-------. ---..-.-----
Mayor, City Secretary, City Manager or Director of Finance,
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 subdiyision of a goyernment.
"Predecessor securities" of any particular Security
means every previous Security evidencing all or a portion of
the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any
mutilated, lost, destroyed, or stolen Security for which a
replacement Security has been registered and delivered in
lieu thereof pursuant to section 4.06 hereof and the
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.
0234067
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EXHIBIT A
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 Payinq 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 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 (l) 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. PaYment 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. Security 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 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.
duly
Every Security surrendered for transfer or exchange shall be
endorsed or be accompanied by a written instrument of
0234007
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!""d
, t .
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 Reqister. The Bank, as
Registrar, will maintain the Security Register relating to the
registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the
time.
The Security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
section 4.04. List of Security Holders. The Bank will
provide the Issuer at any time requested by the Issuer, upon
payment of the required fee, a copy of the information contained
in the Secur i ty Reg ister . The I ssuer may a Iso inspect the
information contained in the Security Register at any time the
Bank is customarily open for business, provided that reasonable
0234007
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EXHIBIT A _
- -T-----------------------------r-------------- ,
- - - - ,----,---- '"'----1-----------------------------------'-
time is allowed the Bank to proYide 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 Issuer hereby instructs the Bank, subject to the
provisions of section 30 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.
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.
0234057
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EXH1Brr A
ARTICLE FIVE
THE BANK
section 5.01. Duties of Bank. The Bank undertakes to
perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
section 5.02. Reliance on Documents. Etc. (a) The Bank
may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be
proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank
to expend or risk its own funds or otherwise incur any financial
liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, 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.
(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.
0234057
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section 5.03. Recitals of Issuer. The recitals contained
herein with respect to the Issuer and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
section 5.04. May Hold Securities. The Bank, in its
individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/Registrar, or
any other agent.
Section 5.05. Moneys Held by Bank - Fiduciary 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 fiduciary account shall be made by check
drawn on such fiduciary 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.
Subj ect 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.
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
()23.4()57
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EXHIBIT A ~
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. -r--..
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 August
1, 1987, 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.
section 6.04. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
0234057
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EXHiBIT A
" ~.,...~-,..~--.....-:-_.._---"
-.---..--.---.------T..-.- ...----..----.----.-----------....
section 6.05. Successors and Assiqns. All coyenants and
agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
section 6.06. Severability. In case any provision herein
shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
section 6.07. Benefits of Aqreement. Nothing herein,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
section 6.08. 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.
The provisions of section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
0234057
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II
-----.---..~.--------.... --.----..-----...- ----r-------,.--.
--~--.-.'-----r'-----------------------------.-
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 FROST NATIONAL BANK,
Austin, Texas
BY
Title:
[SEAL]
Attest:
Address: P. o. Box 2127
Austin, Texas 78767
Title:
CITY OF COLLEYVILLE, TEXAS
BY
Mayor
(CITY SEAL)
Attest:
Address: 5400 Bransford Road
Colleyville, Texas 76034
City Secretary
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