HomeMy WebLinkAboutColleyville Economic Development Corporation (CEDC)-Agenda Packets-6/7/2005
city Of
Texas
PUBLIC NOTICE
ON TUESDAY, JUNE 7, 2005, AT 5:00 P.M., AT CITY HALL, 100 MAIN STREET,
COUNCIL CHAMBERS, THIRD FLOOR, THE COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION BOARD OF DIRECTORS WILL HOLD A MEETING
FOR THE FOLLOWING PURPOSE:
1. CALL TO ORDER
CONSENT:
2. CONSIDERATION OF CONSENT RESOLUTION R-05-76- CONSENT ITEMS:
a. Approval of minutes of the Colleyville Economic Development Corporation
Board of Directors meeting held May 11, 2005
PUBLIC HEARINGS:
3. PUBLIC HEARING - Colleyville Economic Development Corporation
undertaking park projects
4. READING AND PUBLIC HEARING - RESOLUTION R-05-77 - Authorizing the
issuance of Colleyville Economic Development Corporation (CEDC) Refunding
and Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005
5. READING AND PUBLIC HEARING - RESOLUTION R-05-78 - Discussion and
Consideration of a Resolution ratifying Corporate Board action for the meeting of
June 7,2005
ADJOURNMENT:
6. ADJOURNMENT
100 MAIN STREET COLLEYVILLE, TEXAS 76034 (817) 503-1000
RESOLUTION R-05-76
A RESOLUTION APPROVING BOARD ACTION
UNDER CONSENT ITEMS AT THE COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION MEETING OF JUNE 7, 2005
WHEREAS, Board has taken action on certain items on the agenda under Consent
Items,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
Sec. 1.
THAT the agenda decisions approved by the Economic Development
Corporation Board of Directors action under Consent Items as follows are
hereby adopted:
a.
THAT the minutes of the Colleyville Economic Development Corporation
Board of Directors meeting held May 11,2005, are hereby approved.
AND IT IS SO RESOLVED.
APPROVED AND ADOPTED, this June 7, 2005.
COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION
Jon Ayers
President
ATTEST:
Cynthia Singleton
Secretary
MINUTES OF THE
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION BOARD OF DIRECTORS MEETING
MAY 11, 2005
The meeting of the Colleyville Economic Development Corporation Board of Directors
was called to order by President John Ayers on May 11, 2005, at 9:35 a.m.
ROLL CALL:
Directors Elaine Dolan, John Gray, Rich Hendler, Mark Skinner and
John Terhoeve were present. President Jon Ayers, General
Manager Bill Lindley, Finance Manager Terry Leake, and Secretary
Cynthia Singleton were also present.
Mr. Jim Sabonis of First Southwest Company also attended.
CONSENT:
2. CONSIDERATION OF CONSENT RESOLUTION R-05-72- CONSENT ITEMS:
a. Approval of minutes of the Colleyville Economic Development Corporation
Board of Directors meeting held April 28, 2005
President Ayers opened the public hearing and read Resolution R-05-72 in its entirety.
There was no one present wishing to speak concerning this item and President Ayers
closed the public hearing.
Director Dolan moved to approve Resolution R-05-72.
Director Terhoeve seconded the motion.
Ayes: Directors Dolan, Terhoeve, Gray, Hendler, Skinner and Ayers
Nays: None
President Ayers declared the motion carried.
CEDC MINUTES
MAY 11, 2005
3. AUTHORIZATION FOR THE GENERAL MANAGER TO INITIATE
PROCEEDINGS FOR THE REFUNDING OF THE OUTSTANDING 1997 AND
2000 SALES TAX REVENUE BONDS
General Manager Bill Lindley summarized the bond issuance scenarios and answered
questions of the Council.
Mr. Jim Sabonis of First Southwest Company presented an overview of the options for
refunding the 1997 and 2000 Sales Tax Revenue Bonds and answered questions of the
Council.
Discussion ensued regarding interest rates, the City's credit rating, cost of issuance,
schedule for refunding, Town Center Incentive agreements and the Colleyville Crime
Control and Prevention District and Colleyville Economic Development half cent sales
tax.
Discussion continued regarding the services provided by First Southwest Company,
McPherson Park trail development and the Bond Election results.
Mayor Pro Tem Ayers moved and Director Hendler seconded and the vote was
unanimous to initiate proceedings for the refunding of the outstanding 1997 and 2000
Sales Tax Revenue Bonds.
4. READING AND PUBLIC HEARING - RESOLUTION R-05-73 - Setting a Public
Hearing on the Colleyville Economic Development Corporation undertaking a
project; and Approving and Authorizing publication of notice of such a public
hearing
President Ayers opened the public hearing and read Resolution R-05-73 in its entirety.
There was no one present wishing to speak concerning this item and President Ayers
closed the public hearing.
Director Skinner moved to approve Resolution R-05-72.
Director Hendler seconded the motion.
Ayes: Directors Dolan, Terhoeve, Gray, Hendler, Skinner and Ayers
Nays: None
President Ayers declared the motion carried.
2
CEDC MINUTES
MAY 11 , 2005
5. READING AND PUBLIC HEARING - RESOLUTION R-05-74 - Approval of
Changing authorized representatives for the Local Government Investment
Cooperative Approving authorized depository signatures
President Ayers opened the public hearing and read Resolution R-05-74 in its entirety.
There was no one present wishing to speak concerning this item and President Ayers
closed the public hearing.
Discussion ensued regarding the number of authorized depository signatures.
Director Skinner moved to approve Resolution R-05-74.
Director Hendler seconded the motion.
Ayes: Directors Terhoeve, Gray, Hendler, Skinner and Ayers
Nays: Director Dolan
President Ayers declared the motion carried.
6. READING AND PUBLIC HEARING - RESOLUTION R-05-75 - Discussion and
Consideration of a Resolution ratifying Corporate Board action for the meeting of
May 11 , 2005
This item was not needed.
ADJOURNMENT:
7. ADJOURNMENT
There being no further business before the Board, President Ayers declared the
meeting adjourned at 10:40 a.m.
APPROVED THIS
AYES
DAY OF
NAYS AND
2005, BY A VOTE OF
ABSTENTIONS.
Minutes taken and prepared by:
Cynthia Singleton, TRMC
Secretary
3
CEDC CC~<<l
IL~X~::>
AGENDA BRIEFING
MEETING DATE: 06/07/05 GENERAL MANAGER
ITEM#: 3 DEPARTMENT HEAD \1 \
,""I
FINANCE MANAGER i N A
Previous Action: None
DEPARTMENT: FINANCE
SUBJECT : Public hearing on the Colleyville Economic
Development Corporation undertaking park projects
Public Hearing
State law requires that a public hearing be held if an Economic Development Corporation will
be undertaking a project using bond money. The public hearing is necessary, because the
Board is considering refunding scenarios, from which the Corporation would receive new bond
money. At the May 11, 2005, meeting, the Board approved Resolution R-05-73 (attached),
which set the public hearing for Tuesday, June 7, 2005, at 5 PM The hearing is to be held on
projects identified in the EDCIP five year plan (Senior Center, McPherson park improvements
and park land acquisition).
Attachments
. CEDC Five Year Plan FY 2005-2009
. Resolution R-05-73
COLLEYVILLE ECONOMIC DEVELOPMENT COPRORATION
ECONOMIC DEVELOPMENT CAPITAL IMPROVEMENT PROGRAM FY 2005 - FY 2009
FISCAL YEAR
PROJECTED
2004
2005
2006
2007
2008
2009
BEGINNING FUND BALANCE
$828,549
$947,548
$512,617
$405,440
$433,289
$495,947
PROJECTED 1/2 CENT SALES TAX REVENUE $809,000 $847,800 $890,190 $925,798 $962,830 $1,001,343
INTEREST INCOME $9,780 $18,951 $10,252 $8,109 $8,666 $9,919
USE OF FUND BALANCE $147,793 $677,376 $349,000 $216,000 $182,000 $138,000
TOTAL REVENUES $966,573 $1,544,127 $1,249,442 $1,149,906 $1,153,495 $1,149,262
OPERATING:
ADMINISTRATIVE $5,000 $5,000 $5,000 $5,000 $5,000 $5,000
1997 DEBT SERVICE & 1.4 TIMES COVERAGE $666,044 $665,606 $666,306 $666,306 $665,606 $664,049
2000 DEBT SERVICE & 1.4 TIMES COVERAGE $174,517 $179,549 $177,360 $175,174 $179,767 $177,142
CAPITAL:
COLLEYVILLE CENTER CHAIR REPLACEMENT $0 $50,000 $0 $0 $0 $0
MC PHERSON LAND PARK PLAN $0 $125,000 $150,000 $150,000 $150,000 $150,000
PARK LAND PURCHASE $0 $0 $150,000 $150,000 $150,000 $150,000
SCHOOUSOCCER FIELD PARK LAND NOTE $94,380 $0 $0 $0 $0 $0
SENIOR CENTER DESIGN/FURNISHINGS $0 $125,000 $100,000 $0 $0 $0
TRAILS GRANT MATCH $0 $393,000 $0 $0 $0 $0
TOTAL EXPENDITURES $939,941 $1,543,155 $1,248,667 $1,146,480 $1,150,373 $1,146,191
EXCESS REVENUES OVER EXPENDITURES $26,631 $972 $776 $3,427 $3,122 $3,070
ADD BACK.4 TIMES BOND COVERAGE RATIO $240,160 $241,473 $241,048 $240,423 $241,535 $240,340
ENDING FUND BALANCE
$947,548
$512,617
$405,440
$433,289
$495,947
$601,357
ASSUMPTIONS: FY 2006: 5% ANNUAL SALES TAX INCREASE / FY 2007 - 2009: 4% GROWTH DUE TO COLLEYVILLE BLVD.CONSTRUCTION
RESOLUTION R-06-73
A RESOLUTION SETTING A PUBLIC HEARING ON THE COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION UNDERTAKING PARK PROJECTS; AND
APPROVING AND AUTHORIZING PUBLICATION OF NOTICE OF SUCH PUBLIC
HEARING
WHEREAS, the Board of Directors of the Colleyville Economic Development Corporation
hereby finds and determines the Corporation should undertake projects for
parks and park facilities, to wit: (i) improvements to McPherson Park, (ii) the
acquisition of land and improvements thereto for additional parks, and (iii)
constructing, acquiring, improving and/or equipping a senior citizen's activity
center, including land therefor, and paying maintenance and operating costs
of park facilities; and
WHEREAS, prior to undertaking such projects, the Board of Directors is required to hold a
public hearing on the Corporation's involvement in such projects.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
COLlEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
Sec. 1.
THAT a public hearing on undertaking projects for parks and park facilities,
to wit: (i) improvements to McPherson Park, (ii) the acquisition of land and
improvements thereto for additionai parks, and (iii) constructing, acquiring,
improving and/or equipping a senior citizen's activity center, including land
therefor, and paying maintenance and operatin~ costs of park facilities; shall
be and is hereby resolved to the held on the i day of June 2005, during a
meeting of the Board of Directors to the held at 5:00 P.M. in the City Council
Chambers at the City Hall, 100 Main Street, Colleyville, Texas and the
Secretary of the Corporation is hereby authorized and directed to cause a
notice of such public hearing, substantially in the form and content of
Exhibit "A" hereto attached and incorporated herein by reference as a part of
this resolution for all purposes, to be published in one or more newspapers
having a general circulation in the City of Colleyville, Texas.
AND IT IS SO RESOLVED.
PASSED AND ADOPTED, this May 11, 2005,
Resolution R-05-73
Page 2 of 2
COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION
~rs?--
President
Exhibit A
NOTICE OF PUBLIC HEARING RELATING TO COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION PROJECTS
NOTICE IS HEREBY GIVEN that the Board of Directors of the Colleyville Economic
Development Corporation will conduct a public hearing during a meeting scheduled to
begin at 5:00 P.M. on June 7,2005 in the City Council Chambers at City Hall, 100 Main
Street, Colleyville, Texas on projects to be undertaken by the Corporation for parks and
park facilities, to wit: (i) improvements to McPherson Park, (ii) the acquisition of land and
improvements thereto for additional parks, and (iii) constructing, acquiring, improving
and/or equipping a senior citizen's activity center, including land therefor, and paying
maintenance and operating costs of park facilities.
Cynthia Singleton
Secretary
Colleyville Economic Development
Corporation
CEDC ca@nl1l AGENDA BRIEFING
Il~xn$
MEETING DATE: 06/07/05 GENERAL MANAGER
ITEM # : 4 DEPARTMENT HEAD I
RESOLUTION #: R-05-77 FINANCE REVIEW i
Previous Action: None
DEPARTMENT: FINANCE
SUBJECT : Authorizing the issuance of Colleyville Economic
Development Corporation Refunding and
Improvement Sales Tax Subordinate Lien Revenue
Bonds, Series 2005
Reading and Public Hearing
At the May 11, 2005 meeting, the Colleyville Economic Development Corporation (CEDC)
Board discussed the refunding of the outstanding 1997 and 2000 sales tax revenue bonds
issued by the Corporation due to current market conditions. To eliminate many of the bond
issuance costs and achieve net present value savings, a private placement scenario with Bank
of America is proposed. The bond issuance scenarios discussed are as follows:
A. Refund existing debt for a net present value savings of $834,644 and cut the final three
years of debt off the issue (FY 2025-2027)
B. Refund existing debt and take out the savings as cash ($832,000) and the bonds would be
repaid through FY 2027
C. Refund existing debt and issue $2,000,000 in new debt and the bonds would be repaid
through FY 2029
D. Refund existing debt and issue $2,300,000 in new debt and the bonds would be repaid
through FY 2030
These numbers are updated to reflect current market conditions of funding the refunding
escrow,
For example, if scenario C is approved the total bonds issued would be $9,570,000 but
$7,370,000 refunds the existing 1997 and 2000 debt and there is only $2,000,000 issued in
new debt. This new debt would be funded from savings from the debt refunding and growth in
current sales tax revenue. To fund the new debt (Scenario C), there would be two years
added on to the existing debt and the annual cost would be approximately $40,000 greater
than the existing debt to be funded from current sales tax revenue
Proceeds received from taking out the savings as cash or the issuance of new debt would
provide funding for the projects included on the attached CEDC five year plan for FY 2006-
2009. Those projects are the Senior Center, McPherson Park and park land acquisition.
In the event debt is issued, attached is Resolution R-05-77, which will allow any of the
aforementioned scenarios to be incorporated.
Agenda Briefing
Resolution R-05-77
Page 2 of 2
Recommendation
Approval
Attachments
. Colleyville Economic Development Corporation Refunding and CIP Program - First
Southwest Company June 7, 2005
. CEDC Five Year Plan 2005-2009
. Resolution R-05-77
City of Colleyville, Texas
Colleyville Economic Development Corporation
Refunding and CIP Funding Program
June 7, 2005
Prepared By:
~ First Southwest C~y
5 Investment Bsnicers Since 1946
City of Colleyville, Texas
Colleyville Economic Development Corporation
Table of Contents
,c"",;,".i;i,n;;,'c:',,;,'- ,;;;I,,"'''' ..,..~
%:c:c".c-:-,
Strategic Assumptions and Financial Summary
Page
3
Cash Flow Detail
Scenario 1 - Refunding Only
Scenario 2 - Refunding with $832K New Money
Scenario 3 - Refunding with $2M New Money
Scenario 4 - Refunding with $ 203M New Money
4
5
6
7
Projected Schedule of Events
8
A1J1Jendices (Detailed FinancinJ! Information)
Scenario 1
Scenario 2
Scenario 3
Scenario 4
A
B
C
D
~ .1. First Southwest r~y
:ill . Investment Bankers li;~;.'1i46
City of Colleyville, Texas
Colleyville Economic Development Corporation
Strategic Assumptions and Financial Summary
Strategic Assumptions
1) Fund CIP based on
$927,977 Annual Cash Flow
5) 1.40x Max Annual Debt Service Coverage
2) Private Placement of Debt
6) No Debt Service Reserve Fund
3) Amortization: 19 - 25 Years
7) Bond Rating:
U nderlvin2:
None
Insured
None
4) Pledge: Sales Tax Revenues
Financial Summary
Junior Lien Sales Tax Refundin~ (and Improvement) Bonds
Scenario #: 1 - Ref Only 2 - Ref + $832K 3 - Ref+ $2M 4 - Ref + $2.3M
Par Amount of Bonds $ 7,560,000 $ 8,390,000 $ 9,570,000 $ 9,870,000
Transfers from Prior Issue Debt Service Funds 162,000 162,000 152,000 152,000
Total Sources $ 7,722,000 $ 8,552,000 $ 9,722,000 $ 10,022,000
Costs of Issuance $ 117,000 $ 117,000 $ 117,000 $ 117,000
Deposit to Net Cash Escrow Fund 7,602,606 7,602,606 7,602,606 7,602,606
Deposit to Project Construction Fund 832,000 2,000,000 2,300,000
Rounding Amount 2,394 394 2,394 2,394
Total Uses $ 7,722,000 $ 8,552,000 $ 9,722,000 $ 10,022,000
Total Net Debt Service $ 10,998,834 $ 12,908,378 $ 15,234,888 $ 15,978,098
Excess Funds 927,977 927,977 927,977 927,977
Average Net Debt Service 578,886 586,744 634,787 639,124
Calculated Coverage 1.60X 1.58X 1.46X 1.45X
Debt Service 19 Years 22 Years 24 Years 25 Years
True Interest Cost 4.10% 4.10% 4.10% 4.10%
Present Value Savings ($) $ 834,644 $ 868,650 $ 880,110 $ 885,369
Present Value Savings (%) 11.578% 12.049% 12.208% 12.281%
First Southwest Company
Page 3
21286_5.xls
$7,560,000
ColleyvilIe Economic Development Corporation
Junior Lien Sales Tax Revenue Refunding Bonds
Series 2005
Cash Flow - Scenario 1 - Refunding Only
Date
09/30/2005
09/30/2006
09/30/2007
09/30/2008
09/30/2009
09/30/2010
09/30/2011
09/30/2012
09/30/2013
09/30/2014
09/30/2015
09/30/2016
09/30/2017
09/30/2018
09/30/2019
09/3012020
09/30/2021
09/30/2022
09/30/2023
09/30/2024
09/30/2025
09/30/2026
09/30/2027
Total P+I
20,664.00
368,730.00
567,067.50
565,997.50
569,415.00
601,602.50
597,662.50
598,210.00
603,040.00
597,255.00
600,855.00
598,737.50
600,902.50
597,350.00
598,080.00
597,990.00
597,080.00
600,247.50
597,492.50
520,455.00
Total
$10,998,834.00
Existing
DIS
8,312.50
230,968.75
29,531.25
32,812.50
30,937.50
Net New DIS
28,976.50
599,698.75
596,598.75
598,810.00
600,352.50
601,602.50
597,662.50
598,210.00
603,040.00
597,255.00
600,855.00
598,737.50
600,902.50
597,350.00
598,080.00
597,990.00
597,080.00
600,247.50
597,492.50
520,455.00
Old Net DIS
32,138.13
602,620.01
601,057.51
603,838.76
600,851.26
602,051.26
602,336.26
601,650.01
604,905.63
602,197.50 .
603,531.25
603,751.88
602,868.13
600,921.25
602,515.00
602,487.50
601,058.75
603,077.50
602,030.00
602,696.25
605,000.00
605,000.00
605,000.00
$13,293,583.84
Savings
3,161.63
2,921.26
4,458.76
5,028.76
498.76
--_.__...._~_._---_.._~
448.76
4,673.76
3,440.01
1,865.63
4,942.50
2,676.25
5,014.38
1,965.63
3,571.25
___4,435.00
4,497.50
3,978.75
2,830.00
4,537.50
82,241.25
605,000.00
605,000.00
605,000.00
$1,962,187.34
First Southwest Company
$332,562.50
$11,331,396.50
Page 4
21286_5.xls
$8,390,000
Colleyville Economic Development Corporation
Junior Lien Sales Tax Revenue Refunding & Improvement Bonds
Series 2005
Cash Flow - Scenario 2 - Refunding with $832K Proceeds
Date Total P+I
09/30/2005 22,932.67
09/30/2006 368,477.50
09/30/2007 568,250.00
09/30/2008 568,615.00
~~30/200~._._ 568,570.00
09/30/2010 597,500.00
09/30/2011 600,302.50
09/30/2012 597,592.50
09/30/2013 604,267.50
~2!30/~!j________.._._~QQ,B!.:~..Q_
09/30/2015 600,875.00
09/30/2016 600,807.50
09/30/2017 600,125.00
09/30/2018 598,827.50
.Q~/~0!:2.9.~~_.__..._.._.....__.....~9_!,~.!.:2.:~9__
09/30/2020 599,080.00
09/30/2021 600,630.00
09/30/2022 601,360.00
09/30/2023 601,270.00
09/30/2024 600,360.00
09/30/2025 603,527.50
09/30/2026 600,772.50
09/30/2027 602,095.00
Total $12,908,377.67
Existing
DIS
8,312.50
230,968.75
29,531.25
32,812.50
30,937.50
Net New DIS Old Net DIS Savings
31,245.17 32,138.13 892.96
599,446.25 602,620.0 I 3,173.76
597,781.25 601,057.51 3,276.26
601,427.50 603,838.76 2,411.26
599,507.50 . __~QQ.,.~R~_~___..._.!..?~~LI~_
597,500.00 602,051.26 4,551.26
600,302.50 602,336.26 2,033.76
597,592.50 601,650.01 4,057.51
604,267.50 604,905.63 638.13
.____._______._ 600,327.~.Q._..___.._._~Q~,}..?_I:~.Q_.__.._J,~?Q,Q9..
600,875.00 603,531.25 2,656.25
600,807.50 603,751.88 2,944.38
600,125.00 602,868.13 2,743.13
598,827.50 600,921.25 2,093.75
......__.._____...________~Q.1.JJ.:2..2Q..__...__..~9_~,~}.~.:..09..___?9.~~Q
599,080.00 602,487.50 3,407.50
600,630.00 601,058.75 428.75
601,360.00 603,077.50 1,717.50
601,270.00 602,030.00 760.00
600,360.00 602,696.25 ___._b336.25_
603,527.50 605,000.00 1,472.50
600,772.50 605,000.00 4,227.50
602,095.00 605,000.00 2,905.00
$13,240,940.17 $13,293,583.84 $52,643.67
$332,562.50
First Southwest Company
Page 5
21286_5.xls
$9,570,000
Colleyville Economic Development Corporation
Junior Lien Sales Tax Revenue Refunding & Improvement Bonds
Series 2005
Cash Flow - Scenario 3 - Refunding with $2M Proceeds
Existing
Date Total P+I D/S Net New D/S Old Net D/S Savings
09/30/2005 26,158.00 8,312.50 34,470.50 42,138.13 7,667.63
09/30/2006 411,960.00 230,968.75 642,928.75 602,620.01 (40,308.74)
09/3012007 616,835.00 29,531.25 646,366.25 601,057.51 (45,308.74)
09/3012008 617,200.00 32,812.50 650,012.50 603,838.76 (46,173.74)
Q2/~9!2009 _.___..._j}~.J~~Z~~Q.__.._m___~Q,9.~L~9___________~43,! 9 5. 00 _.._._....~Q9.&~L~(;...._.._.(4~,}4}741
09/30/2010 646,290.00 646,290.00 602,051.26 (44,238.74)
09/30/2011 644,195.00 644,195.00 602,336.26 (41,858.74)
09/3012012 646,587.50 646,587.50 601,650.01 (44,937.49)
09/30/2013 648,365.00 648,365.00 604,905.63 (43,459.37)
09/30/2014 644,630. 00 ___=-.._..___.~4.&3...9..:2.Q.__ 602, ~9.1~~.Q.....__..._.(4~,.4~_~~lli.
09/30/2015 645,382.50 645,382.50 603,531.25 (41,851.25)
09/30/2016 650,417.50 650,417.50 603,751.88 (46,665.62)
09/3012017 649,735.00 649,735.00 602,868.13 (46,866.87)
09/3012018 643,540.00 643,540.00 600,921.25 (42,618.75)
_Q9./~Q!.~9..!2..___...___m~~?}0.00___.___...:..._.._._._._~~-,nQ:QQ_______.~Q~2~}.~,_QQ_._..____..('!4.J~!J..QQ2.
09/3012020 649,100.00 649,100.00 602,487.50 (46,612.50)
09/30/2021 645,752.50 645,752.50 601,058.75 (44,693.75)
09/3012022 651,585.00 651,585.00 603,077.50 (48,507.50)
09/3012023 646,597.50 646,597.50 602,030.00 (44,567.50)
.Q9./3...9j}.QJ_4.___.__._.~.4_5-,-~~-,~Q..._.m____.......______.__m~45 ,~92. ~L_........_m_...~.~,~9.~:~.?m.___..................(4},}.9..~:~~)...
09/3012025 649,265.00 649,265.00 605,000.00 (44,265.00)
09/30/2026 646,715.00 646,715.00 605,000.00 (41,715.00)
09/30/2027 653,140.00 653,140.00 605,000.00 (48,140.00)
09/30/2028 648,540.00 648,540.00 (648,540.00)
091}9!.?0.?9._ .mm __.648,Q!1.:~Q ._~4~,Q}.7:~0.m...__. ......... _.......(648,Q}?:~Q2.
Total $15,234,888.00 $332,562.50 $15,567,450.50 $13,303,583.84 (2,263,866.66)
First Southwest Company
Page 6
: Colleyville Economic Development Corporation ------- --!
, I
; Junior Lien Sales Tax Revenue Refunding & Improvement Bonds
Series 2005
First Southwest Company
Page 7
21286_S.xLS
City ofColleyville, Texas
Colleyville Economic Development Corporation
Refunding and New Money - Proposed Schedule of Events
Date
Il-May-05
9:30 AM
7-Jun-05
21-Jul-05
First Southwest Company
May-OS
S M T W T F S
1 2 3 4 5 6 7
8 9 10 11 12 13 14
15 16 17 18 19 20 21
22 23 24 25 26 27 28
29 30 31
Day
Wednesday
Action By
4B Board
Tuesday
4B Board
4B Board
City Council
30 Days
Bond Counsel
Jun-OS
S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30
Jul-OS
S M T W T F S
1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30
31
Action Item
Colleyville EDC Board consider resolution calling a public
hearing for undertaking projects
Colleyville EDC has public hearing for undertaking
projects
Consider resolution issuing Sales Tax Revenue
Refunding and Improvement Bonds
Consider resolution approving CEDC's issuance of
Sales Tax Revenue Refunding and Improvement Bonds
Obtain Attorney General Approval for bond issuance
Financial Advisor Delivery of Sales Tax Revenue Refunding and
Improvement Bonds to Purchaser and Funds deposited
with Escrow Agent and EDC
Thursday
Page 8
21286_5.xls
COLLEYVILLE ECONOMIC DEVELOPMENT COPRORATION
ECONOMIC DEVELOPMENT CAPITAL IMPROVEMENT PROGRAM FY 2005 - FY 2009
FISCAL YEAR
PROJECTED
2004
2005
2006
2007
2008
2009
BEGINNING FUND BALANCE
$828,549
$947,548
$512,617
$405,440
$433,289
$495,947
PROJECTED 1/2 CENT SALES TAX REVENUE $809,000 $847,800 $890,190 $925,798 $962,830 $1,001,343
INTEREST INCOME $9,780 $18,951 $10,252 $8,109 $8,666 $9,919
USE OF FUND BALANCE $147,793 $677,376 $349,000 $216,000 $182,000 $138,000
TOTAL REVENUES $966,573 $1,544,127 $1,249,442 $1,149,906 $1,153,495 $1,149,262
OPERATING:
ADMINISTRATIVE $5,000 $5,000 $5,000 $5,000 $5,000 $5,000
1997 DEBT SERVICE & 1.4 TIMES COVERAGE $666,044 $665,606 $666,306 $666,306 $665,606 $664,049
2000 DEBT SERVICE & 1.4 TIMES COVERAGE $174,517 $179,549 $177,360 $175,174 $179,767 $177,142
CAPITAL:
COLLEYVILLE CENTER CHAIR REPLACEMENT $0 $50,000 $0 $0 $0 $0
MC PHERSON LAND PARK PLAN $0 $125,000 $150,000 $150,000 $150,000 $150,000
PARK LAND PURCHASE $0 $0 $150,000 $150,000 $150,000 $150,000
SCHOOUSOCCER FIELD PARK LAND NOTE $94,380 $0 $0 $0 $0 $0
SENIOR CENTER DESIGN/FURNISHINGS $0 $125,000 $100,000 $0 $0 $0
TRAILS GRANT MATCH $0 $393,000 $0 $0 $0 $0
TOTAL EXPENDITURES $939,941 $1,543,155 $1,248,667 $1,146,480 $1,150,373 $1,146,191
EXCESS REVENUES OVER EXPENDITURES $26,631 $972 $776 $3,427 $3,122 $3,070
ADD BACK .4 TIMES BOND COVERAGE RATIO $240,160 $241,473 $241,048 $240,423 $241,535 $240,340
ENDING FUND BALANCE
$947,548
$512,617
$405,440
$433,289
$495,947
$601,357
ASSUMPTIONS: FY 2006: 5% ANNUAL SALES TAX INCREASE / FY 2007 - 2009: 4% GROWTH DUE TO COLLEYVILLE BLVD.CONSTRUCTION
RESOLUTION R-05-77
A RESOLUTION authorizing the issuance of "COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION REFUNDING AND IMPROVEMENT
SALES TAX SUBORDINATE LIEN REVENUE BONDS, SERIES 2005";
pledging certain "Pledged Revenues" of the Corporation, including "Gross
Sales Tax Revenues", to the payment of the principal of and interest on
said Bonds and enacting other provisions incident and related to the
issuance, payment, security and delivery of said bonds, including the
approval of a Paying Agent/Registrar Agreement, a Purchase Agreement
and a Special Escrow Agreement, providing for the redemption of the
bonds being refunded; and resolving other matters incident and related to
the issuance and sale of the Bonds.
WHEREAS, the Colleyville Economic Development Corporation (the "Corporation"), a
non-profit corporation duly organized and existing under the laws of the State of Texas,
including Vernon's Ann. Civ. St., Section 4B of Article 5190.6, as amended (the "Act') , has
heretofore issued, sold, and delivered, and there is currently outstanding, obligations totaling in
principal amount $7,072,722.45 (collectively, the "Refunded Obligations") more particularly
described as follows:
(1) Colleyville Economic Development Corporation Sales Tax
Revenue Bonds, Series 1997, dated January 1, 1997, scheduled to mature on
February 15 in each of the years 2007 through 2022, and aggregating in principal
amount $5,145,000 (the "Series 1997 Refunded Obligations"); and
(2) Colleyville Economic Development Corporation Sales Tax
Revenue Bonds, Series 2000, dated March 15, 2000, scheduled to mature on
February 15 in each of the years 2010 through 2015, 2020 and 2024 through
2027, and aggregating in original principal amount $1,927,722.45 and Maturity
Amount of $1,815,000 (the "Series 2000 Refunded Obligations");
AND WHEREAS, the Board of Directors of the Corporation hereby finds and determines
that refunding bonds should be issued in accordance with the provisions of the Act at this time
to refund the Refunded Obligations to provide debt service savings of approximately
$ and present value savings of approximately $ ; and
WHEREAS, in addition to the sales tax revenue bonds being issued for refunding
purposes, the Board of Directors of the Corporation further finds and determines that
$ in principal amount of bonds should be issued at this time to finance parks
and park facilities, to wit: (i) improvements to McPherson Park, (ii) the acquisition of land and
improvements thereto for additional parks, and (iii) constructing, acquiring, improving and/or
equipping a senior citizens activity center, including land therefor; and
WHEREAS, in accordance with a "Notice of Public Hearing Relating to Colleyville
Economic Development Corporation Projects" duly published on May 20, 2005 in the Fort Worth
Star Telegram, a newspaper of general circulation in the City of Colleyville, Texas, a public
hearing was duly held and conducted prior to the adoption of this resolution by the Board of
Directors on the Corporation's intention to undertake and spend funds on said Projects; and
45594579.1/10503907
WHEREAS, the Board of Directors further finds and determines that the bonds herein
authorized should be payable from a lien on and pledge of the Pledged Revenues (as defined
herein) junior and subordinate to the lien on and pledge of such Pledged Revenues securing the
payment of the Priority Bonds (hereinafter identified and defined); now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COLLEYVILLE
ECONOMIC DEVELOPMENT CORPORATION:
SECTION 1. Authorization - Desianation - Principal Amount - Purpose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the aggregate principal amount
of $ to be designated and bear the title "COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION REFUNDING AND IMPROVEMENT SALES TAX
SUBORDINATE LIEN REVENUE BONDS, SERIES 2005", hereinafter referred to as the
"Bonds", for the purpose of (a) providing funds in the amount of $ to finance parks
and park facilities, to wit: (i) improvements to McPherson Park, (ii) the acquisition of land and
improvements thereto for additional parks, and (iii) constructing, acquiring, improving and/or
equipping a senior citizens activity center, including land therefor; and (b) refunding certain
outstanding obligations of the Corporation (identified in the preamble hereof and referred to as
the "Refunded Obligations") and to pay costs of issuance associated with the issuance of the
Bonds, in conformity with the Constitution and laws of the State of Texas, including Vernon's
Ann. Civ. Stat., Section 4B of Article 5190.6.
SECTION 2. Fully Reaistered Obliaations - Authorized Denominations - Stated
Maturities - Issue Date. The Bonds shall be issued as fully registered obligations, without
coupons, shall be dated June 1, 2005 (the "Issue Date") and 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. 2029
(the "Stated Maturity").
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery
to the initial purchasers (anticipated, July 21, 2005) at the rate of _% per annum
(calculated on the basis of a 360 day year of twelve 30 day months). Interest on the Bonds
shall be payable on February 15 and August 15 in each year, commencing August 15, 2005.
SECTION 3. Terms of Payment - Payina Aaent/Reaistrar. The principal of, and the
interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and
the payment thereof shall be in any coin or currency of the United States of America, which at
the time of payment is legal tender for the payment of public and private debts, and shall be
without exchange or collection charges to the Holders.
The selection and appointment of Bank of America, N.A., Dallas, Texas, as Paying
Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to
the registration, payment, exchange and transfer of the Bonds (the "Security Register") shall at
all times be kept and maintained on behalf of the Corporation by the Paying Agent/Registrar, all
as provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A and such reasonable rules
and regulations as the Paying Agent/Registrar and the Corporation may prescribe. The
President of the Board of Directors and Secretary of the Corporation are hereby authorized to
execute and deliver such Agreement in connection with the delivery of the Bonds. The
45594579.1/10503907
2
Corporation covenants to maintain and provide a Paying Agent/Registrar at all times until the
Bonds are paid in full and discharged. Any successor Paying Agent/Registrar shall be a bank,
trust company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written
notice to be sent to the Holder affected by United States mail, first class postage prepaid, which
notice shall identify and give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its principal offices in Dallas, Texas (the "Designated
PaymentlTransfer Office"); provided, however, while this Bond is registered as a single fully
registered bond, the payment of principal upon a partial redemption of the principal amount
hereof may be accomplished without presentation and surrender of this Bond. Interest on the
Bonds shall be paid to the Holders whose name appear in the Security Register at the close of
business on the Record Date (the last business day of the month next preceding each interest
payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States
mail, first class postage prepaid, to the address of the Holder recorded in the Security Register
or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the
risk and expense of, the Holder. If the date for the payment of the principal of or interest on the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the
city where the Designated PaymentlTransfer Office of the Paying Agent/Registrar is located is
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from
the Corporation. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4. Redemption. (a) Optional Redemption. The Bonds shall be subject to
redemption prior to maturity, at the option of the Corporation, in whole or in part in principal
amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the
Paying Agent/ Registrar), on February 15, 20_ or on any date thereafter at the redemption
price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a
shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Corporation
shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the
principal amount of each Stated Maturity to be redeemed, and the date set for the redemption
thereof. The decision of the Corporation to exercise the right to redeem Bonds shall be entered
in the minutes of the governing body of the Corporation.
45594579.1/10503907
3
(b) Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior
to maturity at the redemption price of par and accrued interest to the date of redemption on the
respective dates and in principal amounts as follows:
Redemption Date
Principal
Amount
February 15, 2006
February 15, 2007
February 15, 2008
February 15, 2009
February 15, 2010
February 15, 2011
February 15, 2012
February 15, 2013
February 15, 2014
February 15, 2015
February 15, 2016
February 15, 2017
February 15, 2018
February 15, 2019
February 15, 2020
February 15, 2021
February 15, 2022
February 15, 2023
February 15, 2024
February 15, 2025
February 15, 2026
February 15, 2027
February 15, 2028
February 15, 2029 (maturity)
$ ,ODD
,000
,000
,000
,000
,000
,000
,000
,000
,ODD
,ODD
,ODD
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
Approximately forty-five (45) days prior to each mandatory redemption date for the
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Bonds to be redeemed
on the next following February 15 from moneys set aside for that purpose in the Bond Fund (as
hereinafter defined). Any Bonds not selected for prior redemption shall be paid on the date of
their Stated Maturity.
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory redemption provisions may be reduced, at the option of the Corporation, by the
principal amount of Bonds which, at least 50 days prior to the mandatory redemption date, (1)
shall have been acquired by the Corporation at a price not exceeding the principal amount of
such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions set forth in paragraph (a) of this Section and not theretofore credited
against a mandatory redemption requirement.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds are to be
redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as
representing the number of Bonds Outstanding which is obtained by dividing the principal
45594579.1/10503907
4
amount of such Bond by $5,000 and shall select the Bonds, or principal amount thereof, to be
redeemed by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for
the Bonds, a notice of redemption shall be sent by United States mail, first class postage
prepaid, in the name of the Corporation and at the Corporation's expense, to each Holder of a
Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security
Register at the close of business on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be conclusively presumed to have been
duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given or waived as herein provided, such Bond
(or the principal amount thereof to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor, provided moneys
sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Reg istrar.
SECTION 5. Reaistration - Transfer - Exchanae of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Designated Payment/Transfer Office of the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new certificates evidencing the Bonds, in authorized
denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or
Bonds surrender for transfer shall be registered and issued to the assignee or transferee of the
previous Holders.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of
like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the
Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying
Agent/Registrar. Whenever any Bonds are surrendered for exchange. the Paying
Agent/Registrar shall register and deliver new printed certificates evidencing the Bonds,
45594579.1/10503907
5
executed on behalf of, and furnished by, the Corporation, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated PaymentlTransfer Office of the Paying Agent/Registrar, or sent by United States
mail, first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be
valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to the
same benefits under this Resolution, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 24 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
SECTION 6. Execution - Reaistration. The Bonds shall be executed on behalf of the
Corporation by the President of the Board of Directors under its seal reproduced or impressed
thereon and attested by the Secretary of the Corporation. The signature of said officers on the
Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the Corporation on the Issue Date shall be
deemed to be duly executed on behalf of the Corporation, notwithstanding that such individuals
or either of them shall cease to hold such offices at the time of delivery of the Bonds to the initial
purchasers and with respect to Bonds delivered in subsequent exchanges and transfers.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8(c), manually executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 8(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 7. Initial Bond(s). The Bonds herein authorized shall be initially issued as a
single fully registered bond in the total principal amount noted in Section 1 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1,
(hereinafter called the "Initial Bond") and the Initial Bond shall be registered in the name of the
initial purchaser or the designee thereof. The Initial Bond shall be the Bonds submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar,
pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall
45594579.1/10503907
6
cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest
rates for transfer and delivery to the Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions from the initial purchaser, or the
designee thereof, and such other information and documentation as the Paying Agent/Registrar
may reasonably require.
SECTION 8. Forms. (a) Forms Generallv. The Bonds, the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas (to be printed on the Initial Bond only),
the Certificate of Registration, and the form of Assignment to be printed on each of the Bonds,
shall be substantially in the forms set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Resolution
and may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements (including insurance
legends on insured Bonds and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the Board of Directors of the Corporation or determined
by the officers executing such Bonds as evidenced by the execution thereof. Any portion of the
text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Bond.
The Bonds, including the Initial Bond, shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bonds.
REGISTERED
NO. R-
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION REFUNDING AND
IMPROVEMENT SALES TAX SUBORDINATE LIEN REVENUE BOND, SERIES 2005
Issue Date:
June 1, 2005
I nterest Rate:
%
Stated Maturity:
February 15, 2029
CUSIP NO:
Registered Owner: Bank of America, N.A., Dallas, Texas
Principal Amount: DOLLARS
The Colleyville Economic Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit industrial development corporation organized and existing under the
laws of the State of Texas, including Section 4B of Article 5190.6, Tex. Rev. Civ. St. Ann., as
amended, (the "Act"), with its principal office located in Tarrant County, Texas, for value
received, hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof, solely from the revenues and sources pledged under the Resolution
identified below, the Principal Amount stated above (or so much thereof as shall not have been
paid upon prior redemption) on the Stated Maturity date specified above and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal
Amount hereof from the date of delivery to the initial purchasers (July 21, 2005) at the per
45594579.1/10503907
7
annum rate of interest specified above; such interest being payable on February 15 and
August 15 of each year, commencing August 15, 2005. Principal of this Bond is payable at its
Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender,
at the Designated PaymentlTransfer Office of the Paying Agent/Registrar executing the
registration certificate appearing hereon, o!" its successor; provided, however, while this Bond is
registered as a single fully registered bond, the payment of principal upon a partial redemption
of the principal amount hereof may be accomplished without presentation and surrender of this
Bond. Interest is payable to the registered owner of this Bond (or one or more Predecessor
Bonds, as defined in the resolution hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the last business day of the month next preceding each interest
payment date and interest shall be paid by the Paying Agent/Registrar by check sent United
States mail, first class postage prepaid, to the address of the registered owner recorded in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the registered owner. All payments of principal of, premium,
if any, and interest on this Bond shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (herein referred to as the "Bonds") for the purpose of providing
funds (a) to finance parks and park facilities, to wit: (i) improvements to McPherson Park, (ii) the
acquisition of land and improvements thereto for additional parks, and (iii) constructing,
acquiring, improving and/or equipping a senior citizens activity center, including land therefor;
and (b) to refund certain outstanding obligations of the Corporation (identified in the preamble
hereof and referred to as the "Refunded Obligations"), in conformity with the Constitution and
laws of the State of Texas, including the Act, and pursuant to a Resolution adopted by the
governing body of the Corporation (herein referred to as the "Resolution").
The Bonds shall be subject to mandatory redemption prior to maturity at the redemption
price of par and accrued interest to the date of redemption on the respective dates and in
principal amounts as follows:
Redemption Date
Principal
Amount
February 15, 2006
February 15, 2007
February 15, 2008
February 15, 2009
February 15, 2010
February 15, 2011
February 15, 2012
February 15, 2013
February 15, 2014
February 15, 2015
February 15, 2016
February 15, 2017
February 15, 2018
February 15, 2019
$ ,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
45594579.1/10503907
8
February 15, 2020
February 15, 2021
February 15, 2022
February 15, 2023
February 15, 2024
February 15, 2025
February 15, 2026
February 15, 2027
February 15, 2028
February 15, 2029 (maturity)
,000
,000
,000
,000
,ODD
,ODD
,000
,000
,ODD
,000
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
required to be redeemed pursuant to the operation of such mandatory redemption provisions
may be reduced, at the option of the Corporation, by the principal amount of Term Bonds
which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by
the Corporation at a price not exceeding the principal amount of such Term Bonds plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
appearing below and not theretofore credited against a mandatory redemption requirement.
The Bonds may be redeemed prior to their Stated Maturities, at the option of the
Corporation, in whole or in part in principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 20_ or
on any date thereafter at the redemption price of par plus accrued interest thereon to the
redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States mail, first class
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions relating thereto contained in
the Resolution. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and, if
moneys for the payment of the redemption price and the interest accrued on the principal
amount to be redeemed to the date of redemption are held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the
redemption date on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed, payment of
the redemption price of such principal amount shall be made to the registered owner only upon
presentation and surrender of such Bond to the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any
authorized denominations provided in the Resolution for the then unredeemed balance of the
principal sum thereof will be issued to the registered owner, without charge. If a Bond is called
for redemption, in whole or in part, the Corporation and the Paying Agent/Registrar shall not be
required to transfer such Bond to an assignee of the Holder within 45 days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond redeemed in part.
45594579.1/10503907
9
The Bonds are payable solely from and equally and ratably secured by a pledge of the
"Pledged Revenues" (as defined in the Resolution) received by the Corporation, including the
receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the Act and an
election held in the City; provided, however, the lien on and pledge of the "Pledged Revenues"
securing the payment of the Bonds is junior and subordinate to the prior lien on and pledge of
such Pledged Revenues securing the payment of Priority Bonds (identified and defined in the
Resolution)now outstanding and hereafter issued by the Corporation. The Bonds do not
constitute a legal or equitable, pledge, charge, lien or encumbrance upon any property of the
Corporation or the City of Colleyville, Texas (the "City") except with respect to the "Pledged
Revenues". This Bond may not be paid in whole or in part from any property taxes raised or to
be raised by the City and is not a debt of and does not give rise to a claim for payment against
the City, except as to the sales and use tax revenues held by the City and required under the
Act to be paid over to the Corporation. Neither the State of Texas, the City or any political
corporation, subdivision or agency of the State of Texas shall be obligated to pay this Bond or
the interest hereon and neither the faith and credit nor the taxing power of the State, the City or
any other political corporation, subdivision or agency thereof is pledged to the payment of the
principal of and interest on this Bond except as noted above.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
"Pledged Revenues" and (i) equally and ratably secured by a parity first lien on and pledge of
such "Pledged Revenues" securing the peyment of the Priority Bonds currently outstanding or
(ii) equally and ratably secured by the parity junior lien on and pledge of the "Pledged
Revenues" securing the payment of the Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
PaymentfTransfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders;
the rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms
and provisions upon which the encumbrances, pledges, charges and covenants made therein
may be discharged; and for the other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
PaymentfTransfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date
as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as
the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in
45594579.1/10503907
10
whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the
Corporation nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to
the contrary. In the event of non-payment of interest on a Bond on a scheduled payment date
and for thirty (30) days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received from the Corporation. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be
15 days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the address of each
Holder of a Bond appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid special obligations of the Corporation have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by law; and that due provision has been made for the payment of the
principal of and interest on the Bonds from the sources and in the manner provided in the
Resolution. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Resolution shall be construed in accordance with and shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this
Bond to be duly executed under the official seal of the Corporation as of the Issue Date.
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary
(SEAL)
45594579.1/10503907
11
(c) *Form of Reaistration Certificate of Comptroller of Public Accounts to ADPear on
Initial Bonds onlv.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Pavina Aaent/Reaistrar to Appear on all Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in Dallas, Texas is the
"Designated PaymentfTransfer Office" for this Bond.
BANK OF AMERICA, N.A.
Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
45594579.1/10503907
12
(e) Form of Assianmen1.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number:
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular.
SECTION 9. Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the fOllowing definitions are provided:
"Act" - The Development Corporation Act of 1979, Vernon's Ann. Civ. S1.,
Art. 5190.6, as amended at any time.
"Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter into, as
the case may be, in the future in accordance with the terms and conditions
provided in Section 16 hereof and which, together with the Bonds, are equally
and ratably secured by a parity pledge of and claim on the Pledged Revenues
under the terms of this Resolution and a Supplemental Resolution.
"Average Annual Debt Service" - That amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be paid
over a period of years as the same is scheduled to become due and payable by
the number of years taken into account in determining the total Debt Service.
Capitalized interest payments provided from proceeds or borrowings of the
Corporation shall be excluded in making the aforementioned computation.
"Board" - The Board of Directors of the Corporation.
"Bonds" - The "Colleyville Economic Development Corporation Refunding
and Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005",
dated June 1,2005, authorized by this Resolution.
"City" - The City of Colleyville, Texas.
45594579.1/10503907
13
"Corporation" - The Colleyville Economic Development Corporation, a
non-profit industrial development corporation organized and existing under and
pursuant to the laws of the State of Texas, including Section 4B of the Act and on
behalf of the City of Colleyville, Texas.
"Debt Service" - As of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to
be paid or set aside by the Corporation as of such date or in such period for the
payment of the principal of, premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the case of obligations without a
fixed numerical rate, that such obligations bear, or would have borne, interest at
the maximum legal per annum rate applicable to such obligations, and further
assuming in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be redeemed prior to
maturity in accordance with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified financial institution
eligible and qualified to serve as the custodian of the Corporation's monetary
accounts and funds.
"Fiscal Year" - The twelve month financial accounting period used by the
Corporation ending September 30 in each year, or such other twelve consecutive
month period established by the Corporation.
"Government Obligations" - (i) direct noncallable obligations of the United
States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or
instrumentality and on the date of their acquisition or purchase by the
Corporation are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent and (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and on the date of their
acquisition or purchase by the Corporation, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
"Gross Sales Tax Revenues" - All of the sales tax revenues or receipts
due or owing to, or collected or received by or on behalf of the Corporation by the
City or otherwise pursuant to Section 4B of the Act and the election held
August 10, 1996, less any amounts due and owed to the Comptroller of Public
Accounts of the State of Texas as charges for the collection of the Sales Tax or
retention by said Comptroller for refunds and to redeem dishonored checks and
drafts, to the extent such charges and retention are authorized or required by
law.
"Outstanding" - When used in this Resolution with respect to Bonds or
Parity Obligations, as the case may be, means, as of the date of determination,
all Bonds and Parity Obligations theretofore sold, issued and delivered by the
Corporation, except:
45594579.1/10503907
14
(1) those Bonds or Parity Obligations canceled or delivered to the
transfer agent or registrar for cancellation in connection with the exchange or
transfer of such obligations;
(2) those Bonds or Parity Obligations paid or deemed to be paid in
accordance with the provisions of Section 22 hereof or similar provisions of any
Supplemental Resolution authorizing the issuance of Additional Obligations.
(3) those Bonds or Parity Obligations that have been mutilated,
destroyed, lost, or stolen and replacement obligations have been registered and
delivered in lieu thereof.
"Parity Obligations" - Collectively, the Bonds and Additional Obligations.
"Priority Bonds - The outstanding and unpaid (1) "Colleyville Economic
Development Corporation Sales Tax Revenue Bonds, Series 1997", dated
January 1, 1997, originally issued in the principal amount of $6,460,000, and (2)
"Colleyville Economic Development Corporation Sales Tax Revenue Bonds,
Series 2000", dated March 15, 2000, originally issued in the original principal
amount of $2,122,722.45.
"Pledged Revenues" - Collectively (i) Gross Sales Tax Revenues from
time to time deposited or owing to the Pledged Revenue Fund and (ii) such other
money, income, revenue, receipts or other property as may be specifically
dedicated, pledged or otherwise encumbered in a Supplemental Resolution for
the payment and security of Parity Obligations.
"Sales Tax" - The local sales and use tax authorized under Section 4B of
the Act, approved at an election held on August 10, 1996, and the effective date
for the imposition and application of such Sales Tax within the corporate limits
of the City by the Comptroller of Public Accounts of the State of Texas being
January 1, 1997, together with any increases in the rate of such Sales Tax
authorized and provided by law.
"Supplemental Resolution" - Any resolution of the Board supplementing
this Resolution for the purpose of authorizing and providing the terms and
provisions of the Bonds or Additional Obligations, or supplementing or amending
this Resolution for any other authorized purpose permitted in Section 16 or 23
hereof, including resolutions authorizing the issuance of Additional Obligations or
pledging and encumbering income, revenues, receipts or property other than the
Gross Sales Tax Revenues to the payment and security of the Parity Obligations.
SECTION 10. PledQe. The Corporation hereby covenants and agrees that, subject only
to the prior claim on and pledge of the Pledged Revenues to the payment and security of the
Priority Bonds (including the establishment and maintenance of the respective special funds
created for the payment and security of such bonds) under the terms and provisions of the
resolutions and proceedings pertaining to their authorization, the Pledged Revenues, with the
exception of those in excess of the amounts required for the payment and security of the Parity
Obligations, are hereby irrevocably pledged to the payment and security of the Bonds and
Additional Obligations, if issued, including the establishment and maintenance of the special
funds created and established in this Resolution and any Supplemental Resolution, all as
45594579.1/10503907
15
hereinafter provided. The Corporation hereby resolves that the Parity Obligations shall
constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and
any Supplemental Resolution, which lien shall be valid and binding and fully perfected from and
after the date of adoption of this Resolution without physical delivery or transfer or transfer of
control of the Pledged Revenues, the filing of this Resolution or any other act; all as provided in
Chapter 1208 of the Texas Government Code.
Section 1208, Government Code, applies to the issuance of the Bonds and the pledge of
the Pledged Revenues granted by the Corporation under this Section 10, and such pledge is
therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds
are Outstanding such that the pledge of the Pledged Revenues granted by the Corporation
under this Section 10 is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection
of the security interest in said pledge, the Corporation agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security
interest in said pledge to occur.
SECTION 11. Pledaed Revenue Fund. The Corporation hereby agrees and covenants
to maintain a fund or account at a Depository for the deposit of the Pledged Revenues as
received by the Corporation, which fund or account shall be known on the books and records of
the Corporation as the "Pledged Revenue Fund". All Pledged Revenues deposited to the credit
of such Fund shall be accounted for separate and apart from all other revenues, receipts and
income of the Corporation and, with respect to the Gross Sales Tax Revenues, the Corporation
shall further account for such funds separate and apart from the other Pledged Revenues
deposited to the credit of the Pledged Revenue Fund. All Pledged Revenues deposited to the
credit of the Pledged Revenue Fund shall be appropriated and expended to the extent required
by this Resolution and any Supplemental Resolution for the following uses and in the order of
priority shown:
First: To the payment of the amounts required to be deposited in the
special funds and accounts maintained for the payment and security of the
Priority Bonds;
Second: To the payment of the amounts required to be deposited in the
Bond Fund for the payment of Debt Service on the Parity Obligations as the
same becomes due and payable;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a lien on
the Pledged Revenues subordinate to the lien created herein on behalf of the
Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by law.
45594579.1/10503907
16
SECTION 12. Bond Fund. For the purpose of providing funds to pay the principal of
and interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate
and special account or fund on the books and records of the Corporation known as the
"Colleyville Economic Development Corporation Subordinate Lien Debt Service Account" (the
"Bond Fund"), and all monies deposited to the credit of such Fund shall be held in a special
banking fund or account maintained at a Depository of the Corporation. The Corporation
covenants that there shall be deposited into the Bond Fund prior to each principal and interest
payment date from the Pledged Revenues an amount equal to one hundred per centum (100%)
of the interest on and the principal of the Bonds then falling due and payable, and such deposits
to pay principal and accrued interest on the Bonds shall be made in substantially equal monthly
installments on or before the 10th day of each month, beginning on or before the 10th day of the
month next following the delivery of the Bonds to the initial purchasers.
The required deposits to the Bond Fund for the payment of principal of and interest on
the Bonds shall continue to be made as hereinabove provided until (i) the total amount on
deposit in the Bond Fund is equal to the amount required to fully pay and discharge all Parity
Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer Outstanding.
SECTION 13. Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund, such deficiency shall be cured as
soon as possible from the next available Pledged Revenues, or from any other sources
available for such purpose.
SECTION 14. Payment of Bonds. While any of the Bonds are Outstanding, the Finance
Manager of the Corporation (or other designated financial officer of the Corporation) shall cause
to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
amounts sufficient to fully pay and discharge promptly as each installment of interest and
principal of the Bonds accrues or matures; such transfer of funds to be made in such manner as
will cause immediately available funds to be deposited with the Paying Agent/Registrar for the
Bonds at the close of the business day next preceding the date of payment for the Bonds.
SECTION 15. Investments - Security of Funds. (a) Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (V.T.CA,
Government Code, Chapter 2256), including investments held in book-entry form; provided that
all such deposits and investments shall be made in such a manner that the money required to
be expended from any Fund will be available at the proper time or times. Such investments
shall be valued in terms of current market value within 45 days of the close of each Fiscal Year.
All interest and income derived from deposits and investments in the Bond Fund immediately
shall be credited to, and any losses debited to, the appropriate account of the Bond Fund. All
such investments shall be sold promptly when necessary to prevent any default in connection
with the Parity Obligations.
(b) Money deposited to the credit of the Pledged Revenue Fund and Bond Fund, to the
extent not invested and not otherwise insured by the Federal Deposit Insurance Corporation or
similar agency, shall be secured by a pledge of direct obligations of the United States of
America, or obligations unconditionally guaranteed by the United States of America.
SECTION 16. Issuance of Additional Parity Obliaations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
45594579.1/10503907
17
purpose. Such Additional Obligations may be issued in such form and manner as the
Corporation shall determine, provided, however, prior to issuing or incurring such Additional
Obligations, the following conditions precedent for the authorization and issuance of the same
are satisfied, to wit:
(1) The Finance Manager of the Corporation (or other officer of the
Corporation then having the primary responsibility for the financial affairs of the
Corporation) shall have executed a certificate stating that, to the best of his or
her knowledge and belief, the Corporation is not then in default as to any
covenant, obligation or agreement contained in the Resolution or a Supplemental
Resolution.
(2) The Corporation has secured from a certified public accountant a
certificate or opinion to the effect that, according to the books and records of the
Corporation, the Gross Sales Tax Revenues received by the Corporation for
either (i) the last completed Fiscal Year next preceding the adoption of the
Supplemental Resolution authorizing the issuance of the proposed Additional
Obligations or (ii) any twelve (12) consecutive months out of the previous
eighteen (18) months next preceding the adoption of the Supplemental
Resolution authorizing the Additional Obligations were equal to not less than 1.40
times the maximum annual Debt Service for all Priority Bonds and Parity
Obligations then Outstanding after giving effect to the issuance of the Additional
Obligations then being issued. Additionally, for the purpose of providing this
certificate or opinion, if the Corporation shall not have received Gross Sales Tax
Revenues for a full 12 month period, one-half of the amount of sales tax
revenues actually received by the City under Chapter 321, TEX. TAX CODE,
may be used for the months during which the Corporation did not receive Gross
Sales Tax Revenues.
SECTION 17. Refundino Bonds. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available)
upon such terms and conditions as the Board may deem to be in the best interest of the
Corporation, and if less than all such Parity Obligations then Outstanding are refunded, the
conditions precedent prescribed (for the issuance of Additional Obligations) set forth in
Section 16 hereof shall be satisfied, and shall give effect to the refunding.
SECTION 18. Riaht to Create SL~bordinate Debt. Except as may be limited by a
Supplemental Resolution, the Corporation shall have the right to issue or create any debt
payable from or secured by a lien on all or any part of the Pledged Revenues for any lawful
purpose without complying with the provisions of Section 16 or 17 hereof, provided the pledge
and the lien securing such debt is subordinate to the pledge and lien established, made and
created in Section 10 of this Resolution with respect to the Pledged Revenues to the payment
and security of the Priority Bonds (including amounts to be repaid following a draw on a surety
bond held for the reserve fund maintained therefor) and Parity Obligations.
SECTION 19. Confirmation and Lew of Sales Tax. (a) The Board hereby represents
the City has duly complied with the provisions of the Act for the levy of the Sales Tax at the rate
voted at the election held by and within the City on August 10, 1996, and such Sales Tax is to
be imposed within the corporate limits of the City and the receipts of such Sales Tax are to be
remitted to the City by the Comptroller of Public Accounts on a monthly basis.
45594579.1/10503907
18
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Sales Tax, at said rate or at a
higher rate if legally permitted, to be levied and collected continuously, in the manner and to the
maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this
Section to be ordered or permitted while any Bonds shall remain Outstanding.
(c) If hereafter authorized by law to apply, impose and levy the Sales Tax on any
taxable items or transactions that are not subject to the Sales Tax on the date of the adoption
hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts to cause
the City to take such action as may be required to subject such taxable items or transactions to
the Sales Tax.
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Sales Tax to be collected and remitted and deposited as herein required and as required by
Section 4B of the Act, at the earliest and most frequent times permitted by law.
(e) The Corporation agrees to use its best efforts to cause the City to comply with
Section 4B of the Act and shall cause the Gross Sales Tax Revenues to be deposited to the
credit of the Pledged Revenue Fund in their entirety immediately upon receipt by the City. In
the alternative and if legally authorized, the Corporation shall, by appropriate notice, direction,
request or other legal method, use its good-faith efforts to cause the Comptroller of Public
Accounts of the State of Texas (the "Comptroller") to pay all Gross Sales Tax Revenues directly
to the Corporation for deposit to the Pledged Revenue Fund.
SECTION 20. Records and Accounts. The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close
of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Each such audit, in addition to whatever other
matters may be thought proper by the accountant, shall particularly include the following:
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
(2) A balance sheet for the Corporation as of the end of such Fiscal
Year.
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report and be accompanied by an opinion of the accountant to the effect that such
examination was made in accordance with generally accepted auditing standards and contain a
statement to the effect that in the course of making the examination necessary for the report
and opinion, the accountant obtained no knowledge of any default of the Corporation on the
Bonds or in the fulfillment of any of the terms, covenants or provisions of this Resolution, or
under any other evidence of indebtedness, or of any event which, with notice or lapse of time, or
both, would constitute a failure of the Corporation to comply with the provisions of this
Resolution or if, in the opinion of the accountants, any such failure to comply with a covenant or
agreement hereof, a statement as to the nature and status thereof shall be included.
45594579.1/10503907
19
Copies of each annual audit report shall be furnished upon written request, to any
Holders of any of said Bonds. The audits herein required shall be made within 120 days
following the close of each Fiscal Year insofar as is possible.
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
SECTION 21. Reoresentations as to Security for the Bonds. (a) The Corporation
represents and warrants that, except for the Priority Bonds (including amounts to be repaid
following a draw on a surety bond held for the reserve fund maintained therefor) and the Parity
Obligations, the Pledged Revenues are and will be and remain free and clear of any pledge,
lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the
pledge and lien created in or authorized by this Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid and
legally enforceable obligations of the Corporation in accordance with their terms and the terms
of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws
affecting creditors rights generally.
(c) The Corporation shall at all times, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenues and all the rights of the Holders against all
claims and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to take, all
steps reasonably necessary and appropriate to collect all delinquencies in the collection of the
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged Revenues,
as herein set forth, are established and shall be for the equal benefit, protection and security of
the owners and holders of Parity Obligations without distinction as to priority and rights under
this Resolution.
(f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the
Pledged Revenues, and not from any other revenues, properties or income of the Corporation;
such pledge of and lien on the Pledged Revenues being junior and subordinate to the pledge of
and lien on the Pledged Revenues securing the payment of the Priority Bonds. The Bonds may
not be paid in whole or in part from any property taxes raised or to be raised by the City and
shall not constitute debts or obligations of the State or of the City, and the Holders, shall never
have the right to demand payment out of any funds raised or to be raised by any system of ad
valorem taxation.
SECTION 22. Satisfaction of Obliaation of Corporation. If the Corporation 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 Resolution,
then the pledge of the Pledged Revenues under this Resolution and all other obligations of the
Corporation to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) shall be deemed to have been paid within the meaning
and with the effect expressed above in this Section when (i) money sufficient to pay in full such
45594579.1/10503907
20
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited
in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting firm to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money, together with any moneys deposited therewith, if any, to pay when due the
Bonds on the Stated Maturities thereof or (if notice of redemption has been duly given or waived
or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar have been
made) the redemption date thereof. The Corporation covenants that no deposit of moneys or
Government Obligations will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted
pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment of
the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)
years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing,
any remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to
any applicable unclaimed property laws of the State of Texas.
SECTION 23. Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains Outstanding except as
permitted in this Section. The Corporation, may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Resolution in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the Corporation may, with the written consent from the
owners holding a majority in aggregate principal amount of the Parity Obligations then
Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Resolution;
provided that, without the written consent of all Holders of Outstanding Bonds effected, no such
amendment, addition, or rescission shall (1) extend the time or times of payment of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor, or the rate of interest thereon, or in any other way modify the
terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any
preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of
Bonds or Parity Obligations, as the case may be, required to be held for consent to any such
amendment, addition, or rescission.
SECTION 24. 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
Corporation and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of
45594579.1/10503907
21
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
SECTION 25. Covenants Reoardino Tax-Exempt Status. (a) Definitions. When used
in this Section 25, the following terms have the following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b)
of the Regulations, and any replacement proceeds as defined in Section
1.148-1(c) of the Regulations, of the Bonds.
"I nvestment" 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 I nvestment 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.
45594579.1/10503907
22
(b) Not to Cause Interest to Become Taxable. The Corporation shall not use, permit the
use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the Corporation receives a written opinion of counsel nationally recognized in
the field of municipal bond law to the effect that failure to comply with such covenant will not
adversely affect the exemption from federal income tax of the interest on any Bond, the
Corporation shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. The Bonds are being issued to finance the
costs of the Project for and on behalf of the City, a political subdivision of the State of Texas
and, in connection therewith, the City and the Corporation will execute an agreement relating to
the ownership, operation and maintenance of the Projects while the Bonds are outstanding and
unpaid, which agreement provides that, except as permitted by section 141 of the Code and the
Regulations and rulings thereunder, the Projects shall at all times prior to the last Stated
Maturity of Bonds:
(1) be exclusively owned, operated and maintained by the City, and
prohibits the City from using or permitting the use of such Gross Proceeds or any
property acquired, constructed or improved with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Obligations) in any
activity carried on by any person or entity other than a state or local government,
unless such use is solely as a member of the general public; and
(2) prohibits the City from directly or indirectly imposing or accepting any
charge or other payment for use of Gross Proceeds of the Bonds or for any
property the acquisition, construction or improvement of which is to be financed
or refinanced directly or indirectly with such Gross Proceeds (including property
financed with Gross Proceeds of the Refunded 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 Corporation shall not use Gross Proceeds of the Bonds
to make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Hiaher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the Corporation shall not at any time prior to
the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or
45594579.1/10503907 23
with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of
the Bonds.
(f) Not Federallv Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the Corporation shall not take or omit to take
any action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The Corporation shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitraae Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of
account separately and apart from all other funds (and receipts, expenditures
and investments thereof) and shall retain all records of accounting for at least six
years after the day on which the last Outstanding Bond is discharged. However,
to the extent permitted by law, the Corporation may commingle Gross Proceeds
of the Bonds with other money of the Corporation, provided that the Corporation
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the Corporation
shall calculate the Rebate Amount in accordance with rules set forth in section
148(f) of the Code and the Regulations and rulings thereunder. The Corporation
shall maintain such calculations with its official transcript of proceedings relating
to the issuance of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross inc.:>me of the owners thereof for federal income
tax purposes, the Corporation shall pay to the United States out of the Bond
Fund or its general fund, as permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds
equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount
on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments
shall be made at the times, in the installments, to the place and in the manner as
is or may be required by section 148(f) of the Code and the Regulations and
rulings thereunder, and shall be accompanied by Form 8038-T or such other
forms and information as is or may be required by Section 148(f) of the Code and
the Regulations and rulings thereunder.
(4) The Corporation shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and
45594579.1/10503907
24
(3), and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert ArbitraQe Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the Corporation shall not, at any time prior to
the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
U) Elections. The Corporation hereby directs and authorizes the President of the Board
of Directors and Secretary and Finance Manager of the Corporation, individually or jointly, to
make elections permitted or required pursuant to the provisions of the Code or the Regulations,
as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or document.
(k) Bonds Not Hedae Bonds. (1) At the time the original bonds refunded by the Bonds
were issued, the Corporation reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued and (2) not more than
50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose
Investments having a substantially guarantaed Yield for a period of 4 years or more.
(I) Qualified Advance RefundinQ. The Bonds will be issued more than 90 days before
the redemption of the Refunded Obligations. The Corporation represents as follows:
(1) The Bonds are first advance refunding of the Refunded
Obligations, within the meaning of section 149(d)(3) of the Code.
(2) The Refunded Obligations are being called for redemption, and
will be redeemed not later than the earliest date on which such bonds may be
redeemed.
(3) The initial temporary period under section 148(c) of the Code will
end: (i) with respect to the proceeds of the Bonds not later than 30 days after the
date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded
Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the
Advance Refunded Bonds will be invested in Nonpurpose Investments having a
Yield in excess of the Yield on such Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the
preamble of this Resolution. There is a present value savings associated with
the refunding. In the issuance of the Bonds the Corporation has neither: (i)
overburdened the tax exempt bond market by issuing more bonds, issuing bonds
earlier or allowing bonds to remain outstanding longer than reasonably
necessary to accomplish the governmental purposes for which the Bonds were
45594579.1/10503907
25
issued; (ii) employed on "abusive arbitrage device" within the meaning of Section
1.148-10(a) of the Regulations; nor (iii) employed a "device" to obtain a material
financial advantage based on arbitrage, within the meaning of section 149(d)(4)
of the Code, apart from savings attributable to lower interest rates and reduced
debt service payments in early years.
(m) Qualified Tax Exempt Obliaations. In accordance with the provisions of paragraph
(3) of subsection (b) of Section 265 of the Code, the Corporation hereby designates the Bonds
to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as
defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations"
to be issued by the Corporation (including the City and all subordinate entities of the City) for the
calendar year 2005 will not exceed $10,000,000.
SECTION 26. Sale of Bonds. The offer of Bank of America, N.A. (herein referred to as
the "Purchasers") to purchase the Bonds in accordance with a letter agreement, dated as of
June 7, 2005, attached hereto as Exhibit B and incorporated herein by reference as a part of
this Resolution for all purposes is hereby accepted and the sale of the Bonds to said Purchasers
is hereby approved and authorized. The President of the Board of Directors and Secretary of
the Corporation are hereby authorized and directed to sign the acceptance clause of said letter
for and on behalf of the Corporation and as the act and deed of this Board of Directors. Delivery
of the Bonds to the Purchasers shall occur as soon as possible upon payment being made
therefor in accordance with the terms of sale.
SECTION 27. Approval and Execution of Special Escrow Aareement. The "Special
Escrow Agreement" (the "Agreement") by and between the Corporation and The Bank of New
York Trust Company, N.A., Dallas, Texas (the "Escrow Agent"), attached hereto as Exhibit C
and incorporated herein by reference as a part of this Resolution for all purposes, is hereby
approved as to form and content, and such Agreement in substantially the form and substance
attached hereto, together with such changes or revisions as may be necessary to accomplish
the refunding or benefit the Corporation, is hereby authorized to be executed by the President of
the Board of Directors and Secretary of the Corporation for and on behalf of the Corporation and
as the act and deed of this Board of Directors; and such Agreement as executed by said
officials shall be deemed approved by the Board of Directors and constitute the Agreement
herein approved.
Appropriate officials of the Corporation in cooperation with the Escrow Agent are hereby
authorized and directed to make the necessary arrangements for the purchase of the Escrowed
Securities referenced in the Agreement and the delivery thereof to the Escrow Agent on the day
of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL 2005
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION REFUNDING BOND ESCROW
FUND" (the "Escrow Fund"); all as contemplated and provided in Act, this Resolution and the
Agreement.
SECTION 28. RedemDtion of Refunded Obliaations. (a) The bonds of that series
known as "Colleyville Economic Development Corporation Sales Tax Revenue Bonds, Series
1997", dated January 1,1997, aggregating in principal amount $5,145,000 and more particularly
described in the preamble hereof shall be redeemed and the same are hereby called for
redemption on February 15, 2006, at the price of par and accrued interest to the date of
redemption. The Secretary of the Corporation is hereby authorized and directed to file a copy of
this Resolution, together with a suggested form of notice of redemption to be sent to
bondholders, with The Bank of New York Trust Company, N.A., Dallas, Texas (successor
45594579.1/10503907
26
paying agent/registrar to The Bank of New York, New York, New York), in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit D and incorporated herein by reference as a part of this
resolution for all purposes.
(b) The bonds of that series known as "Colleyville Economic Development Corporation
Sales Tax Revenue Bonds, Series 2000", dated March 15, 2000, aggregating in original
principal amount of $1,927,722.45 and more particularly described in the preamble hereof shall
be redeemed and the same are hereby called for redemption on February 15, 2009, at (1) the
price of par and accrued interest to the date of redemption with respect to the current interest
bonds in the principal amount of $1,600,000 and (2) the price of the accreted value as of the
date of redemption with respect to the capital appreciation bonds in the original principal amount
of $327,722.45 and maturity amount of $1,815,000. The Secretary of the Corporation is hereby
authorized and directed to file a copy of this Resolution, together with a suggested form of
notice of redemption to be sent to bondholders, with The Bank of Trust York Trust Company,
N.A., Dallas, Texas (successor paying agent/registrar to U. S. Trust Company of Texas, N.A.),
in accordance with the redemption provisions applicable to such bonds; such suggested form of
notice of redemption being attached hereto as Exhibit E and incorporated herein by reference
as a part of this resolution for all purposes.
The redemption of the bonds described above being associated with the advance
refunding of such bonds, the approval, authorization and arrangements herein given and
provided for the redemption of such obligations on the redemption dates designated therefor
and in the manner provided shall be irrevocable upon the issuance and delivery of the Bonds;
and the Secretary of the Corporation is hereby authorized and directed to make all
arrangements necessary to notify the holders of such bonds of the Corporation's decision to
redeem such bonds on the dates and in the manner herein provided and in accordance with the
resolutions authorizing the issuance of the bonds and this Resolution.
SECTION 29. Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of (i) $ shall be deposited to the credit of the Escrow
Fund and (ii) $ shall be deposited to the credit of the construction fund. The balance of
the proceeds of sale of the Bonds shall be expended to pay costs of issuance and any excess
amount budgeted for such purpose shall be deposited to the credit of the Bond Fund. Pending
expenditure for authorized projects and purposes, the proceeds of sale of the Bonds deposited
to the construction fund may be invested in authorized investments and any investment
earnings realized may be expended for such authorized projects or purposes or deposited in the
Bond Fund as shall be determined by the Board of Directors. All surplus proceeds of sale of the
Bonds deposited in the construction fund, including investment earnings, remaining after
completion of all authorized projects or purposes shall be deposited to the credit of the Bond
Fund.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Purchasers, the Finance Manager shall cause to be transferred in immediately available funds
to the Escrow Agent from moneys on deposit in the interest and sinking fund maintained for the
payment of the Refunded Obligations the sum of $ to accomplish the refunding.
SECTION 30. Approval and Execution of Financino/Use Aoreement with the City. The
"Financing/Use Agreement" (the "Agreem~nt") by and between the Corporation and the City,
attached hereto as Exhibit F and incorporated herein by reference as a part of this Resolution
for all purposes, is hereby approved as to form and content, and such Agreement in
45594579.1/10503907
27
substantially the form and substance attached hereto, together with such changes or revisions
as may be necessary to accomplish the financing or benefit the Corporation, is hereby
authorized to be executed by the President of the Board of Directors and Secretary of the
Corporation and as the act and deed of this Board; and such Agreement as executed by said
officials shall be deemed approved by the Board and constitute the Agreement herein approved.
SECTION 31. Notices to Holders - Waiver. Wherever this Resolution provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first class postage prepaid, to
the address of each Holder as it appears ir. the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 32. Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the Corporation.
SECTION 33. LeQalOpinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds.
SECTION 34. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the Corporation nor attorneys approving said Bonds as to legality are to be
held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 35. Control and Custody of Bonds. The President of the Board shall be and
is hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the Attorney General, the
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
Furthermore, the President and Vice President of the Board of Directors or the
Secretary, Finance Manager, and General Manager of the Corporation, individually, jointly or
45594579.1/10503907
28
collectively, are hereby authorized and directed to furnish and execute such documents and
certifications relating to the Corporation and the issuance of the Bonds, as may be necessary
for the approval of the Attorney General, registration by the Comptroller of Public Accounts and
delivery of the Bonds to the initial purchasers and, together with the Corporation's financial
advisor, general counsel, bond counsel and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Bond(s) to the Purchasers and the initial exchange
thereof for definitive Bonds.
SECTION 36. Benefits of Resolution. Nothing in this Resolution, expressed or implied,
is intended or shall be construed to confer upon any person other than the Corporation, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or
by reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
SECTION 37. Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
SECTION 38. Governino Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 39. Severabilitv. If any provision of this Resolution or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and the Board hereby
declares that this Resolution would have been enacted without such invalid provision.
SECTION 40. Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 41. Incorporation of Findinos and Determinations. The findings and
determinations of the Board of Directors contained in the preamble hereof are hereby
incorporated by reference and made a part of this Resolution for all purposes as if the same
were restated in full in this Section.
SECTION 42. Public Meetino. It is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as
amended.
SECTION 43. Effective Date. This Resolution shall be in force and effect from and after
its passage on the date shown below.
[remainder of page left blank intentionally]
45594579.1/10503907
29
PASSED AND ADOPTED, this June 7, 2005.
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary
(Corporation Seal)
45594579.1/10503907
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of June 7,2005 (this "Agreement"), by and between
Colleyville Economic Development Corporation (the "Issuer"), and Bank of America, N.A.,
Dallas, Texas, a banking organization 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 issuance of its
"Colleyville Economic Development Corporation Refunding and Improvement Sales Tax
Revenue Bonds, Series 2005" (the "Securities"); such Securities to be issued in fully registered
form only as to the payment of principal thereof and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof
on or about July 21,2005; 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 such Paying Agent, the Bank shall be responsible for paying on behalf of the
Issuer the principal of, 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.
45597671.1
EXHIBIT A
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements, and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
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 office of the Bank at the address appearing in Section
3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
"Bond Resolution" means the resolution, order, or ordinance of the governing
body of the Issuer pursuant to which the Securities are issued, certified by the Secretary
or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"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 President or Vice President of the Board of Directors, or
Secretary or Finance Manager of the Corporation, 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 inr.lividual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, or government, or
any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by such
particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed,
or stolen Security for which a replacement Security has been registered and delivered in
lieu thereof pursuant to Section 4.06 hereof and the Resolution).
45597671.1
2
EXHIBIT A
"Redemption Date" when used with respect to any Bond 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 transfer of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the principal of
a Security is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to
them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of the Payino Aoent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of
each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the following address:
BANK OF AMERICA, N.A.
901 Main Street, th Floor
Dallas, Texas 75202
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date. All payments of principal and/or interest on the Securities to the registered
owners shall be accomplished (1) by the issuance of checks, payable to the registered owners,
drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first
class, postage prepaid, to the address appearing on the Security Register or (2) by such other
method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and
expense.
45597671.1
3
EXHIBIT A
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the
Securities on the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Reoister-Transfers and Exchanoes.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register") for recording the
names and addresses of the Holders of the Securities, the transfer, exchange, and replacement
of the Securities and the payment of the principal of and interest on the Securities to the Holders
and containing such other information as may be reasonably required by the Issuer and subject
to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers,
exchanges, and replacements of Securities shall be noted in the Security Register.
The Bank represents and warrants that it will file and maintain a copy of the Security
Register for the Issuer and shall cause the Security Register to be current with all registration
and transfer information as from time to time may be applicable.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of tr3nsfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer, or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be canceled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02. Securities.
The Issuer shall provide 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 the Security Reaister.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer, and exchange of the Securities in accordance with the Bank's general
45597671.1
4
EXHIBIT A
practices and procedures in effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which the Bank has currently
available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of
the required fee, a copy of the information contained in the Security Register. The Issuer may
also inspect the information contained in the Security Register at any time the Bank is
customarily open for business, provided that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05. Return of Canceled Securities.
The Bank will retain and destroy, upon expiration of the appropriate retention period
under Texas law, Securities in lieu of which or in exchange for which other Securities have been
issued, or which have been paid, and will provide a certificate of destruction of such Securities
to Issuer upon the Issuer's request.
Section 4.06. Mutilated. Destroyed. Lost. or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions 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, destroyed, lost, or stolen, the Bank, in its
discretion, 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 (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity
of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated
with such indemnity and with the preparation, execution, and delivery of a replacement Security
shall be borne by the Holder of the Security mutilated, destroyed, lost, or stolen.
Section 4.07. Transaction Information to the 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 hereof,
Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section
45597671.1
5
EXHIBIT A
4.01 hereof, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed,
lost, or stolen Securities pursuant to Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the 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 the 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 i1ereunder 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.
45597671.1
6
EXHIBIT A
Section 5.03. Recitals of the 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 the Bank-Special Depository Account/Collateralization.
A special depository 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 special depository accounts
to the extent such money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such special depository account shall be made by check drawn on such
special depository account unless the owner of such Securities shall, at its own expense and
risk, request such other medium of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for three 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 liability in connection with the exercise or
performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse
claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or
State District Court located in the state and county where the administrative office of the Issuer
is located, and agree that service of process by certified or registered mail, return receipt
requested, to the address referred to in Section 6.03 of this Agreement shall constitute
45597671.1
7
EXHIBIT A
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 within the State of Texas to determine the
rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Agreement,
the Issuer to the extent permitted by law agrees to indemnify and save the Bank harmless from
all loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a result
thereof. The obligations of the Bank under this Agreement shall be performable at the principal
corporate office of the Bank in the City of Dallas, Texas.
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 as of the date of this agreement,
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. Assionment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall
be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the
execution page of this Agreement.
Section 6.04. Effect of Headinos.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assions.
All covenants and agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
45597671.1
8
EXHIBIT A
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 Aoreement.
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 Aoreement.
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. However, if the Issuer
fails to appoint a successor Paying Agent/Registrar within a reasonable time, the Bank may
petition a court of competent jurisdiction within the State of Texas to appoint a successor Paying
Agent/Registrar. Furthermore, the Bank and the Issuer mutually agree that the effective date of
an early termination of this Agreement shall not occur at any time which would disrupt, delay, or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with 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.
Section 6.11. GoverninQ Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Texas.
45597671.1
9
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
BANK OF AMERICA, N.A.
Dallas, Texas
By
Title
ATTEST:
Address:
901 Main Street, ih Floor
Dallas, Texas 75202
Title
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
(CORPORATE SEAL)
BY
President, Board of Directors
ATTEST:
Address:
100 Main Street
Colleyville, Texas 76034
Secretary
45597671.1
S-1
EXHIBIT A
ANNEX A
BANK FEES
None.
45597671.1
A-1
EXHIBIT A
BOND PURCHASE LETTER
June 7, 2005
Board of Directors
Colleyville Economic Development Corporation
100 Main Street
Colleyville, Texas 76034
Re: $ Colleyville Economic Development Corporation Refunding and
Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005, dated
June 1,2005
Ladies and Gentlemen:
Bank of America, N.A., Dallas, Texas (the "Purchaser") hereby offers to purchase from
the Colleyville Economic Development Corporation (the "Corporation") the captioned bonds
(the "Bonds") and, upon acceptance of this offer by the Corporation, such offer will become a
binding agreement between the Purchaser and the Corporation. This offer must be accepted by
10:00 p.m., Dallas time, June 7, 2005, and ifnot so accepted will be subject to withdrawal.
1. Purchase Price: The purchase price for the Bonds is par, $
2. Terms of Bonds: The Bonds shall be issued in principal amounts, shall bear interest at
such rates, mature on such dates and in such amounts, and have such other terms and
conditions as are set forth in the Resolution (the "Resolution") to be adopted by the
Board of Directors on June 7, 2005, unsigned copies of which have been provided to the
Purchaser. Pursuant to and as more fully described in the Resolution, the Bonds shall be
secured by a pledge of Pledged Revenues (as defined in the Resolution).
3. Closing: The Corporation shall deliver the Initial Bond to, or for the account of, the
Purchaser and the Purchaser shall purchase the Bonds at 10:00 a.m. Dallas time, on
July 21,2005, or at such other time as shall be mutually agreed upon (hereinafter referred
to as the "Closing"). The Closing shall take place at the offices of Fulbright & Jaworski
L.L.P., Dallas, Texas, or such other location as may be mutually agreed upon. The
Corporation will also deliver a signed copy of the Resolution to the Purchaser.
45597675.1110503907
EXHIBIT B
Colleyville Economic Development Corporation
June 7, 2005
Page 2
4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the
purchase of the Bonds unless the following requirements have been satisfied prior to
Closing:
(a) The Corporation shall have adopted the Resolution authorizing the issuance of the
Bonds.
(b) Fulbright & Jaworski L.L.P., Bond Counsel, shall have issued its approving legal
opinion as to the due authorization, issuance and delivery of the Bonds and as to
the exemption of the interest thereon from federal income taxation, upon which
the Purchaser shall be entitled to rely.
( c) The Bonds shall have been approved by the Attorney General of the State of
Texas and shall have been registered by the Comptroller of Public Accounts of
the State of Texas.
(d) Nothing shall have occurred prior to closing which in the reasonable opinion of
the Purchaser has had or could have a materially adverse affect on the
Corporation's business, property or financial condition.
5. Nature of Purchase: The Purchaser acknowledges that no official statement or other
disclosure or offering document has been prepared in connection with the issuance and
sale of the Bonds. The Purchaser is a financial institution or other accredited investor as
defined in the Securities Act of 1933, Regulation D, 17 C.F.R. S230.501(a), accustomed
to purchasing tax-exempt obligations such as the Bonds. Fulbright & Jaworski L.L.P.,
Bond Counsel, has not undertaken steps to ascertain the accuracy or completeness of
information furnished to the Purchaser with respect to the Corporation or the Bonds, and
the Purchaser has not looked to that firm for, nor has that firm made, any representations
to the Purchaser with respect to that information. The Corporation and the Purchaser
agree that the Purchaser is acquiring the Bonds as evidence of a loan from the Purchaser
to the Corporation. The Purchaser has satisfied itself that it may lawfully purchase the
Bonds. The Bonds (i) are not being registered under the Securities Act of 1933 and are
not being registered or otherwise qualified for sale under the "Blue Sky" laws and
regulations of any state; (ii) will not be listed on any stock or other securities exchange;
and (iii) will not carry any rating from any rating service. The Purchaser is familiar with
the financial condition and affairs of the Corporation, particularly with respect to its
ability to pay its tax supported obligations such as the Bonds. The Purchaser has received
from the Corporation all information that it has requested in order for it to assess and
evaluate the security and source of payment for the Bonds. The Purchaser is purchasing
the Bonds for its own account or for that of an affiliate as evidence of a loan to the
Corporation and has not present intention to make a public distribution or sale of the
45597675.1/10503907
EXHIBIT B
Colleyville Economic Development Corporation
June 7, 2005
Page 3
Bonds. In no event will the Purchaser sell the Bonds to purchasers who are not
sophisticated investors unless an official statement or other disclosure document is
prepared with respect to such sale of the Bonds.
6. In consideration of the purchase of the Bonds by the Purchaser, the Corporation agrees as
follows:
(a) The Corporation will provide the Purchaser with audited annual financial
statements within one hundred eighty (180) days after each fiscal year end.
(b) The Corporation agrees to deliver to the Purchaser any other financial information
that the Purchaser may reasonably request from time to time.
7. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound
by the terms of the following notice: THIS PURCHASE AGREEMENT, THE
RESOLUTION OF THE CORPORATION AUTHORIZING THE BONDS, THE
ATTORNEY GENERAL OPINION, THE OPINION OF BOND COUNSEL AND THE
BONDS TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO
THIS TRANSACTION.
[Signatures begin on next page]
45597675.1110503907
EXHIBIT B
If this purchase agreement meets with the Purchaser's and the Corporation's approval,
please execute it in the place provided below.
BANK OF AMERICA, N.A.
Dallas, Texas
By:
Printed Name:
Title:
ACCEPTED BY THE COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
President, Board of Directors
ATTEST:
Secretary
45597675.1/1 0503907
8-1
EXHIBIT B
SPECIAL ESCROW AGREEMENT
THIS SPECIAL ESCROW AGREEMENT (the "Agreement"), made and entered into as
of June 7, 2005, by and between the Colleyville Economic Development Corporation, a non-
profit industrial development corporation organized and existing under laws of the State of
Texas, including Vernon's Ann. Civ. St., Section 4B of Article 5190.6 (the "Corporation"), acting
by and through the President of the Board of Directors and Secretary of the Corporation and
The Bank of New York Trust Company, N.A., Dallas, Texas (the "Bank"), a banking corporation
organized and existing under the laws of the United States of America, or its successors or
assigns hereunder,
WITNESSETH:
WHEREAS, the Board of Directors of the Colleyville Economic Development Corporation
(the "Corporation") has heretofore issued, sold, and delivered, and there is currently
outstanding, obligations totaling in principal amount $7,072,722.45 (collectively, the "Refunded
Obligations") more particularly described as follows:
(1) Colleyville Economic Development Corporation Sales Tax
Revenue Bonds, Series 1997, dated January 1, 1997, scheduled to mature on
February 15 in each of the years 2007 through 2022, and aggregating in principal
amount $5,145,000 (the "Series 1997 Refunded Obligations"); and
(2) Colleyville Economic Development Corporation Sales Tax
Revenue Bonds, Series 2000, dated March 15, 2000, scheduled to mature on
February 15 in each of the years 2010 through 2015, 2020 and 2024 through
2027, and aggregating in original principal amount $1,927,722.45 and Maturity
Amount of $1 ,815,000 (the "Series 2000 Refunded Obligations");
AND WHEREAS, in accordance with the provisions of Vernon's Ann. Civ. St., Section
4B of Article 5190.6 (the "Act") and the resolutions authorizing the issuance of the Refunded
Obligations, the Corporation is authorized to sell refunding bonds in an amount sufficient to
provide for the payment of obligations to be refunded, deposit the proceeds of such refunding
bonds with any place of payment for the obligations being refunded, or other authorized
depository, and enter into an escrow or similar agreement with such depository for the
safekeeping, investment, reinvestment, administration and disposition of such deposit, upon
such terms and conditions as the parties may agree, provided such deposits may be invested
only in (i) direct noncallable obligations of tile United States of America, including obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United States,
including obligations unconditionally guaranteed or insured by the agency or instrumentality and
on the date of their acquisition or purchase by the Corporation are rated as to investment quality
by a nationally recognized investment rating firm not less than AAA or its equivalent and
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and on the date of their acquisition or purchase
by the Corporation, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent that mature and/or bear interest payable at such
times and in such amounts as will be sufficient to provide for the scheduled payment of the
Refunded Obligations; and
45597677.1
EXHIBIT C
WHEREAS, in accordance with the provisions of the resolution authorizing the Series
1997 Refunded Obligations, the deposits to refund and defease such Refunded Obligations
shall be invested only in direct obligations of the United States of America, including obligations
the principal of and interest on which are unconditionally guaranteed by the United States of
America (the "Escrowed Securities"); and
WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and
interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto
and incorporated herein by reference as a part of this Agreement for all purposes; and
WHEREAS, the Corporation on the ih day of June, 2005, pursuant to a resolution (the
"Bond Resolution") finally passed and adopted by the Board of Directors, authorized the
issuance of bonds known as "Colleyville Economic Development Corporation Refunding and
Improvement Sales Tax Subordinate Lien Revenue Bonds, Series 2005" (the "Bonds"), and
such Bonds are being issued in part to refund, discharge and make final payment of the
principal of and interest on the Refunded Obligations; and
WHEREAS, upon the delivery of the Bonds, a portion of the proceeds of sale, together
with other available funds of the Corporation, are to be deposited with the Bank and used in part
to purchase the Escrowed Securities listed and identified in Exhibit B attached hereto and
incorporated by reference as a part of this Agreement for all purposes; and
WHEREAS, the Escrowed Securities shall be held and deposited to the credit of the
"Escrow Fund" to be established and maintained by the Bank in accordance with this
Agreement; and
WHEREAS, the Escrowed Securities identified in Exhibit B, together with the beginning
cash balance in the Escrow Fund, shall mature and the interest thereon shall be payable at
such times to insure the existence of monies sufficient to pay the principal amount of the
Refunded Obligations and the accrued interest thereon, as the same shall become due in
accordance with the terms of the resolutions authorizing the issuance of the Refunded
Obligations and as set forth in Exhibit A attached hereto; and
WHEREAS, the Corporation has completed all arrangements for the purchase of the
Escrowed Securities listed in Exhibit B and the deposit and credit of the same to the Escrow
Fund as provided herein; and
WHEREAS, the Bank is a banking association organized and existing under the laws of
the United States of America, possessing trust powers and is fully qualified and empowered to
enter into this Agreement; and
WHEREAS, in Section 27 of the Bond Resolution, the Board of Directors duly approved
and authorized the execution of this Agreement; and
WHEREAS, the Corporation and the Escrow Agent, as the case may be, shall take all
action necessary to call, pay, redeem and retire said Refunded Obligations in accordance with
the provisions thereof, including, without limitation, all actions required by the resolutions
authorizing the Refunded Obligations, the Act, the Bond Resolution and this Agreement;
45597677.1
2
EXHIBIT C
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and
to secure the payment of the principal of and the interest on the Refunded Obligations as the
same shall become du.e, the Corporation and the Bank hereby mutually undertake, promise and
agree as follows:
SECTION 1: Receipt of Refunded Bond Resolutions. Receipt of copies of the
resolutions authorizing the issuance of the Refunded Obligations and the Bond Resolution are
hereby acknowledged by the Bank. Reference herein to or citation herein of any provision of
said documents shall be deemed an incorporation of such provision as a part hereof in the
same manner and with the same effect as if it were fully set forth herein.
SECTION 2: Escrow Fund Creation/Fundino. There is hereby created by the
Corporation with the Bank a special segregated and irrevocable trust fund designated
"SPECIAL 2005 COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION REFUNDING
BOND ESCROW FUND" (hereinafter called the "Escrow Fund") for the benefit of the holders of
the Refunded Obligations, and, immediately following the delivery of the Bonds, the Corporation
agrees and covenants to cause to be deposited with the Bank the following amounts:
$
For the purchase of Escrowed Securities identified in Exhibit B to
be held for the account of the Escrow Fund
$
For deposit in the Escrow Fund as a beginning cash balance.
The Bank hereby accepts the Escrow Fund and further agrees to receive said moneys,
apply the same as set forth herein, and to hold the cash and Escrowed Securities deposited and
credited to the Escrow Fund for application and disbursement for the purposes and in the
manner provided in this Agreement.
SECTION 3: Escrow Fund Sufficiency Warranty. The Corporation hereby represents
that the cash and Escrowed Securities identified in Exhibit B, together with the interest to be
earned thereon, deposited to the credit of the Escrow Fund will be sufficient to pay the principal
of and premium and interest on the Refunded Obligations as the same shall become due and
payable, and such Refunded Obligations, and the interest thereon, are to mature or be
redeemed and shall be paid at the times and in the amounts set forth and identified in Exhibit A
attached hereto.
FURTHERMORE, the Bank acknowledges receipt of a copy of the Bond Resolution
which also provides for the redemption (i) on February 15, 2006 of the Series 1997 Refunded
Obligations at the redemption price of par plus accrued interest thereon to the date of
redemption, and (ii) on February 15, 2009 of the Series 2000 Refunded Obligations (a) at the
price of par plus accrued interest to the date of redemption with respect to the current interest
bonds and (b) at the price of the accreted value thereof as of the date of redemption with
respect to the capital appreciation bonds; all in accordance with the provisions of the notice
requirements applicable to said Refunded Obligations and the notice requirements contained in
the respective resolutions authorizing such Refunded Obligations.
45597677.1
3
EXHIBIT C
The Bank agrees to cause a notice of redemption pertaining to the Refunded Obligations
to be sent to the registered owners thereof appearing on the registration books at least thirty
(30) days prior to the respective redemption dates therefor.
SECTION 4: Pledoe of Escrow. The Bank agrees that all cash and Escrowed
Securities, together with any income or interest earned thereon, held in the Escrow Fund shall
be and is hereby irrevocably pledged to the payment of the principal of and interest on the
Refunded Obligations which will mature and become due on and after the date of this
Agreement, and such funds initially deposited and to be received from maturing principal and
interest on the Escrowed Securities in the Escrow Fund shall be applied solely in accordance
with the provisions of this Agreement.
SECTION 5: Escrow Insufficiencv - Corporation Warranty to Cure. If, for any reason,
the funds on hand in the Escrow Fund shall be insufficient to make the payments set forth in
Exhibit A attached hereto, as the same becomes due and payable, the Corporation shall make
timely deposits to the Escrow Fund, from lawfully available funds, of additional funds in the
amounts required to make such payments. Notice of any such insufficiency shall be
immediately given by the Bank to the Corporation by the fastest means possible, but the Bank
shall in no manner be responsible for the Corporation's failure to make such deposits.
SECTION 6: Escrow Fund Securities/Seareoation. The Bank shall hold said Escrowed
Securities and moneys in the Escrow Fund at all times as a special and separate trust fund for
the benefit of the holders of the Refunded Obligations, wholly segregated from other moneys
and securities on deposit with the Bank; shall never commingle said Escrowed Securities and
moneys with other moneys or securities of the Bank; and shall hold and dispose of the assets
therein only as set forth herein. Nothing herein contained shall be construed as requiring the
Bank to keep the identical moneys, or any part thereof, in said Escrow Fund, if it is impractical,
but moneys of an equal amount, except to the extent such are represented by the Escrowed
Securities, shall always be maintained on deposit in the Escrow Fund by the Bank, as escrow
agent; and a special account evidencing such facts shall at all times be maintained on the books
of the Bank.
SECTION 7: Escrow Fund Collections/Pavments. The Bank shall from time to time
collect and receive the principal of and interest on the Escrowed Securities as they respectively
mature and become due and credit the same to the Escrow Fund. On or before each principal
and/or interest payment date or redemption date, as the case may be, for the Refunded
Obligations shown in Exhibit A attached hereto, the Bank, without further direction from anyone,
including the Corporation, shall cause to be withdrawn from the Escrow Fund the amount
required to pay the accrued interest on the Refunded Obligations due and payable on said
payment date and the principal of the Refunded Obligations due and payable on said payment
date or redemption date, as the case may be, and the amount withdrawn from the Escrow Fund
shall be immediately transmitted and deposited with the paying agent for the Refunded
Obligations to be paid with such amount. The paying agent for the Refunded Obligations is the
Bank.
45597677.1
4
EXHIBIT C
If any Refunded Obligation thereon shall not be presented for payment when the
principal thereof or interest thereon shall have become due, and if cash shall at such times be
held by the Bank in trust for that purpose sufficient and available to pay the principal of such
Refunded Obligation and interest thereon it shall be the duty of the Bank to hold said cash
without liability to the holder of such Refunded Obligation for interest thereon after such maturity
or redemption date, in trust for the benefit of the holder of such Refunded Obligation, who shall
thereafter be restricted exclusively to said cash for any claim of whatever nature on his part on
or with respect to said Refunded Obligation, including for any claim for the payment thereof and
interest thereon. All cash required by the provisions hereof to be set aside or held in trust for
the payment of the Refunded Obligations, including interest thereon, shall be applied to and
used solely for the payment of the Refunded Obligations and interest thereon with respect to
which such cash has been so set aside in trust.
Subject to the provisions of the last sentence of Section 25 hereof, cash held by the
Bank in trust for the payment and discharge of any of the Refunded Obligations and interest
thereon which remains unclaimed for a period of three (3) years after the stated maturity date or
redemption date of such Refunded Obligations shall be returned to the Corporation.
Notwithstanding the above and foregoing, any remittance of funds from the Bank to the
Corporation shall be subject to any applicable unclaimed property laws of the State of Texas.
SECTION 8: Disposal of Refunded Oblioations. All Refunded Obligations cancelled on
account of payment by the Bank shall be disposed of or otherwise destroyed by the Bank, and
an appropriate certificate of destruction furnished the Corporation.
SECTION 9: Escrow Fund Encumbrance. The escrow created hereby shall be
irrevocable and the holders of the Refunded Obligations shall have an express lien on all
moneys and Escrowed Securities in the Escrow Fund until paid out, used and applied in
accordance with this Agreement.
Unless disbursed in payment of the Refunded Obligations, all funds and the Escrowed
Securities received by the Bank for the account of the Corporation hereunder shall be and
remain the property of the Escrow Fund and the Corporation and the owners of the Refunded
Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and
Escrowed Securities enjoyed by a trust beneficiary. The funds and Escrowed Securities
received by the Bank under this Agreement shall not be considered as a banking deposit by the
Corporation and the Bank and the Corporation shall have no right or title with respect thereto,
except as otherwise provided herein. Such funds and Escrowed Securities shall not be subject
to checks or drafts drawn by the Corporation.
SECTION 10: Absence of Bank Claim/Lien on Escrow Fund. The Bank shall have no
lien whatsoever upon any of the moneys or Escrowed Securities in the Escrow Fund for
payment of services rendered hereunder, services rendered as paying agent/registrar for the
Refunded Obligations, or for any costs or expenses incurred hereunder and reimbursable from
the Corporation.
SECTION 11: Substitution of Investments/Reinvestments. The Bank shall be authorized
to accept initially and temporarily cash and/or substituted Escrowed Securities pending the
delivery of the Escrowed Securities identified in the Exhibit B attached hereto, or shall be
authorized to redeem the Escrowed Securities and reinvest the proceeds thereof, together with
other moneys held in the Escrow Fund in noncallable direct obligations of the United States of
America provided such early redemption and reinvestment of proceeds does not change the
45597677.1
5
EXHIBIT C
repayment schedule of the Refunded Obligations appearing in Exhibit A and the Bank receives
the following:
(1) an opinion by an independent certified public accountant to the effect
that (i) the initial and/or temporary substitution of cash and/or securities for one or
more of the Escrowed Securities identified in Exhibit B pending the receipt and
delivery thereof to the Escrow Agent or (ii) the redemption of one or more of the
Escrowed Securities and the reinvestment of such funds in one or more
substituted securities (which shall be noncallable direct obligations of the United
States of America), together with the interest thereon and other available moneys
then held in the Escrow Fund, will, in either case, be sufficient, without
reinvestment, to pay, as the same become due in accordance with Exhibit A, the
principal of, and interest on, the Refunded Obligations which have not previously
been paid, and
(2) with respect to an early redemption of Escrowed Securities and the
reinvestment of the proceeds thereof, an unqualified opinion of nationally
recognized municipal bond counsel to the effect that (a) such investment will not
cause interest on the Bonds or Refunded Obligations to be included in the gross
income for federal income tax purposes, under the Code and related regulations
as in effect on the date of such investment, or otherwise make the interest on the
Bonds or the Refunded Obligations subject to Federal income taxation and (b)
such reinvestment complies with the Constitution and laws of the State of Texas
and with all relevant documents relating to the issuance of the Refunded
Obligations and the Bonds.
SECTION 12: Restriction on Escrow Fund Investments - Reinvestment. Except as
provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Escrowed
Securities listed in Exhibit B and neither the Corporation nor the Bank shall reinvest any moneys
deposited in the Escrow Fund except as specifically provided by this Agreement.
SECTION 13: Excess Funds. If at any time through redemption or cancellation of the
Refunded Obligations there exists or will exist excesses of interest on or maturing principal of
the Escrowed Securities in excess of the amounts necessary hereunder for the Refunded
Obligations, the Bank may transfer such excess amounts to or on the order of the Corporation,
provided that the Corporation delivers to the Bank the following:
(1) an opinion by an independent certified public accountant that after the
transfer of such excess, the principal amount of securities in the Escrow Fund,
together with the interest thereon, and other available monies then held in the
Escrow Fund, will be sufficient to pay, as the same become due and without
reinvestment, in accordance with Exhibit A, the principal of, and interest on, the
Refunded Obligations which have not previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond
counsel to the effect that (a) such transfer will not cause interest on the Bonds or
the Refunded Obligations to be included in gross income for federal income tax
purposes, under the Code and related regulations as in effect on the date of such
transfer, or otherwise make the interest on the Bonds or the Refunded
Obligations subject to Federal income taxation, and (b) such transfer complies
45597677.1
6
EXHIBIT C
with the Constitution and laws of the State of Texas and with all relevant
documents relating to the issuance of the Refunded Obligations or the Bonds.
SECTION 14: Collateralization. The Bank shall continuously secure the monies in the
Escrow Fund not invested in Escrowed Securities by a pledge of direct obligations of the United
States of America, in the par or face amount at least equal to the principal amount of said
uninvested monies to the extent such money is not insured by the Federal Deposit Insurance
Corporation.
SECTION 15: Absence of Bank's Liability for Investments. The Bank shall not be liable
or responsible for any loss resulting from any investment made in the Escrowed Securities or
substitute securities as provided in Section 11 hereof.
SECTION 16: Bank's Compensation - Escrow Administration/Settlement of Payino
Aoent's Charoes. The Corporation agrees to pay the Bank for the performance of services
hereunder and as reimbursement for anticipated expenses to be incurred hereunder the amount
of $ and, except for reimbursement of costs and expenses incurred by the Bank
pursuant to Sections 3, 11 and 19 hereof, the Bank hereby agrees said amount is full and
complete payment for the administration of this Agreement.
The Corporation also agrees to deposit with the Bank on the effective date of this
Agreement, the sum of $ , which represents the total compensation due the Bank
for services rendered as paying agent for the Refunded Obligations
SECTION 17: Escrow Aoent's Duties / Responsibilities/Liability. The Bank shall not be
responsible for any recital herein, except with respect to its organization and its powers and
authority. As to the existence or nonexistence of any fact relating to the Corporation or as to the
sufficiency or validity of any instrument, paper or proceedings relating to the Corporation, the
Bank shall be entitled to rely upon a certificate signed on behalf of the Corporation by its
President of the Board of Directors or Secretary of the Corporation as sufficient evidence of the
facts therein contained. The Bank may accept a certificate of the Secretary of the Corporation
under the Corporation's seal, to the effect that a resolution or other instrument in the form
therein set forth has been adopted by the Board of Directors of the Corporation, as conclusive
evidence that such resolution or other instrument has been duly adopted and is in full force and
effect.
The duties and obligations of the Bank shall be determined solely by the express
provisions of this Agreement and the Bank shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Bank.
In the absence of bad faith on the part of the Bank, the Bank may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any
certificate or opinion furnished to the Bank, conforming to the requirements of this Agreement;
but notwithstanding any provision of this Agreement to the contrary, in the case of any such
certificate or opinion or any evidence which by any provision hereof is specifically required to be
furnished to the Bank, the Bank shall be under a duty to examine the same to determine
whether it conforms to the requirements of this Agreement.
45597677.1
7
EXHIBIT C
The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Bank unless it shall be proved that the Bank was negligent
in ascertaining or acting upon the pertinent facts.
The Bank shall not be liable with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of the holders of not less than a majority in
aggregate principal amount of all said Refunded Obligations at the time outstanding relating to
the time, method and place of conducting any proceeding for any remedy available to the Bank
not in conflict with the intent and purpose of this Agreement. For the purposes of determining
whether the holders of the required principal amount of said Refunded Obligations have
concurred in any such direction, Refunded Obligations owned by any obligor upon the Refunded
Obligations, or by any person directly or indirectly controlling or controlled by or under direct or
indirect common control with such obligor, shall be disregarded, except that for the purposes of
determining whether the Bank shall be protected in relying on any such direction only Refunded
Obligations which the Bank knows are so owned shall be so disregarded.
The term "Responsible Officers" of the Bank, as used in this Agreement, shall mean and
include the Chairman of the Board of Directors, the President, any Vice President and any
Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and every other officer and assistant officer of the Bank customarily
performing functions similar to those performed by the persons who at the time shall be officers,
respectively, or to whom any corporate trust matter is referred, because of his knowledge of and
familiarity with a particular subject; and the term "Responsible Officer" of the Bank, as used in
this Agreement, shall mean and include any of said officers or persons.
SECTION 18: Limitation Re: Bank's Duties/Responsibilities/Liabilities to Third Parties.
The Bank shall not be responsible or liable to any person in any manner whatever for the
sufficiency, correctness, genuineness, effectiveness, or validity of this Agreement with respect
to the Corporation, or for the identity or authority of any person making or executing this
Agreement for and on behalf of the Corporation. The Bank is authorized by the Corporation to
rely upon the representations of the Corporation with respect to this Agreement and the
deposits made pursuant hereto and as to the Corporation's right and power to execute and
deliver this Agreement, and the Bank shall not be liable in any manner as a result of such
reliance. The duty of the Bank hereunder shall only be to the Corporation and the holders of the
Refunded Obligations. Neither the Corporation nor the Bank shall assign or attempt to assign or
transfer any interest hereunder or any portion of any such interest. Any such assignment or
attempted assignment shall be in direct conflict with this Agreement and be without effect.
SECTION 19: Interpleader. In the event conflicting demands or notices are made upon
the Bank growing out of or relating to this Agreement or the Bank in good faith is in doubt as to
what action should be taken hereunder, the Bank shall have the right at its election to:
(1) Withhold and stop all further proceedings in, and performance of,
this Agreement with respect to the issue in question and of all instructions
received hereunder in regard to such issue; and
(2) File a suit in interpleader and obtain an order from a court of
appropriate jurisdiction in the State of Texas requiring all persons involved to
interplead and litigate in such court their several claims and rights among
themselves.
45597677.1
8
EXHIBIT C
In the event the Bank becomes involved in litigation in connection with this Section, the
Corporation, to the extent permitted by law, agrees to indemnify and save the Bank harmless
from all loss, cost, damages, expenses and attorney fees suffered or incurred by the Bank as a
result thereof. The obligations of the Bank under this Agreement shall be performable at the
corporate office of the Bank in the City of Dallas, Texas.
The Bank may advise with legal counsel in the event of any dispute or question
regarding the construction of any of the provisions hereof or its duties hereunder, and in the
absence of negligence or bad faith on the part of the Bank, no liability shall be incurred by the
Bank for any action taken pursuant to this Section and the Bank shall be fully protected in acting
in accordance with the opinion and instructions of legal counsel that is knowledgeable and has
expertise in the field of law addressed in any such legal opinion or with respect to the
instructions given.
SECTION 20: Accountina - Annual Report. Promptly after September 30th of each
year, commencing with the year 2005, while the Escrow Fund is maintained under this
Agreement, the Bank shall forward to the Corporation, to the attention of the Finance Manager
of the Corporation, or other designated official of the Corporation, a statement in detail of the
Escrowed Securities and monies held, and the current income and maturities thereof, and the
withdrawals of money from the Escrow Fund for the preceding 12 month period ending
September 30th of each year.
SECTION 21: Notices. Any notice, authorization, request or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed as follows:
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
100 Main Street
Colleyville, Texas 76034
Attention: Finance Manager
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Plaza of the Americas, South Tower
600 North Pearl Street, Suite 420
Dallas, Texas 75201
Attention: Corporate Trust Services
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 22: Performance Date. Whenever under the terms of this Agreement the
performance date of any provision hereof, including the date of maturity of interest on or
principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the
Bank is authorized by law to close, then the performance thereof, including the payment of
45597677 .1
9
EXHIBIT C
principal of and interest on the Refunded Obligations, need not be made on such date but may
be performed or paid, as the case may be, on the next succeeding business day of the Bank
with the same force and effect as if made on the date of performance or payment and with
respect to a payment, no interest shall accrue for the period after such date.
SECTION 23: Warranty of Parties Re: Power to Execute and Deliver Escrow
Aoreement. The Corporation covenants that it will faithfully perform at all times any and all
covenants, undertakings, stipulations and provisions contained in this Agreement, in any and
every said Refunded Obligation as executed, authenticated and delivered and in all proceedings
pertaining thereto as said Refunded Obligations shall have been modified as provided in this
Agreement. The Corporation covenants that it is duly authorized under the Constitution and
laws of the State of Texas to execute and deliver this Agreement, that all actions on its part for
the payment of said Refunded Obligations as provided herein and the execution and delivery of
this Agreement have been duly and effec~ively taken and that said Refunded Obligations and
coupons in the hands of the holders and owners thereof are and will be valid and enforceable
obligations of the Corporation according to the import thereof as provided in this Agreement.
SECTION 24: Severabilitv. If anyone or more of the covenants or agreements provided
in this Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement. In the event
any covenant or agreement contained in this Agreement is declared to be severable from the
other provisions of this Agreement, written notice of such event shall immediately be given to
each national rating service (Moody's Investors Service, Standard & Poor's Corporation or Fitch
Investors Service) which has rated the Refunded Obligations on the basis of this Agreement.
SECTION 25: Termination. This Agreement shall terminate when the Refunded
Obligations, including interest due thereon, have been paid and discharged in accordance with
the provisions of this Agreement. If any Refunded Obligations are not presented for payment
when due and payable, the nonpayment thereof shall not prevent the termination of this
Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued
interest thereon shall upon termination of this Agreement be held by the Bank for such purpose
in accordance with Section 7 hereof. Any moneys or Escrowed Securities held in the Escrow
Fund at termination and not needed for the payment of the principal of or interest on any of the
Refunded Obligations shall be paid or transferred to the Corporation.
SECTION 26: Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Bank by this Agreement.
SECTION 27: Successors/Assions. (a) Should the Bank not be able to legally serve
or perform the duties and obligations under this Agreement, or should the Bank be declared to
be insolvent or closed for any reason by federal or state regulatory authorities or a court of
competent jurisdiction, the Corporation, upon being notified or discovering the Bank's inability or
disqualification to serve hereunder, shall forthwith appoint a successor to replace the Bank, and
upon being notified of such appointment, the Bank shall (i) transfer all funds and securities held
hereunder, together with all books, records and accounts relating to the Escrow Fund and the
Refunded Obligations, to such successor and (ii) assign all rights, duties and obligations under
this Agreement to such successor. If the Corporation should fail to appoint such a successor
within ninety (90) days from the date the Corporation discovers, or is notified of, the event or
circumstance causing the Bank's inability or disqualification to serve hereunder, the Bank, or a
45597677.1
10
EXHIBIT C
bondholder of the Refunded Obligations, may apply to a court of competent jurisdiction to
appoint a successor or assigns of the Bank and such court, upon determining the Bank is
unable to continue to serve, shall appoint a successor to serve under this Agreement and the
amount of compensation, if any, to be paid to such successor for the remainder of the term of
this Agreement for services to be rendered both for administering the Escrow Fund and for
paying agent duties and responsibilities for the Refunded Obligations.
(b) Furthermore, the Bank may resign and be discharged from performing its duties and
responsibilities under this Agreement upon notifying the Corporation in writing of its intention to
resign and requesting the Corporation to appoint a successor. No such resignation shall take
effect until a successor has been appointed by the Corporation and such successor has
accepted such appointment and agreed to perform all duties and obligations hereunder for a
total compensation equal to the unearned proportional amount paid the Bank under Section 16
hereof for the administration of this Agreement and the unearned proportional amount of the
paying agents fees for the Refunded Obligations due the Bank.
Any successor to the Bank shall be a bank, trust company or other financial institution
that is duly qualified under applicable law (the Act or other appropriate statute) to serve as
escrow agent hereunder and authorized and empowered to perform the duties and obligations
contemplated by this Agreement and organized and doing business under the laws of the
United States or the State of Texas, having its principal office and place of business in the State
of Texas, having a combined capital and surplus of at least $5,000,000 and be subject to the
supervision or examination by Federal or State authority.
Any successor or assigns to the Bank shall execute, acknowledge and deliver to the
Corporation and the Bank, or its successor or assigns, an instrument accepting such
appointment hereunder, and the Bank shall execute and deliver an instrument transferring to
such successor, subject to the terms of this Agreement, all the rights, powers and trusts created
and established and to be performed under this Agreement. Upon the request of any such
successor Bank, the Corporation shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor Bank all such rights, powers and
duties. The term "Bank" as used herein shall be the Bank and its legal assigns and successor
hereunder.
SECTION 28: Escrow Aoreement - Amendment/Modification. This Agreement shall be
binding upon the Corporation and the Bank and their respective successors and legal
representatives and shall inure solely to the benefit of the holders of the Refunded Obligations,
the Corporation, the Bank and their respective successors and legal representatives.
Furthermore, no alteration, amendment or modification of any provision of this Agreement shall
(1) alter the firm financial arrangements made for the payment of the Refunded Obligations or
(2) be effective unless (i) prior written consent of such alteration, amendment or modification
shall have been obtained from the holders of all Refunded Obligations outstanding at the time of
such alteration, amendment or modification and (ii) such alteration, amendment or modification
is in writing and signed by the parties hereto; provided, however, the Corporation and the Bank
may, without the consent of the holders of the Refunded Obligations, amend or modify the terms
and provisions of this Agreement to cure in a manner not adverse to the holders of the
Refunded Obligations any ambiguity, formal defect or omission in this Agreement. If the parties
hereto agree to any amendment or modification to this Agreement, prior written notice of such
amendment or proposed modification, together with the legal documents amending or modifying
this Agreement, shall be furnished to each national rating service (Standard & Poor's
Corporation, Moody's Investors Service or Fitch Investors Service) which has rated the
45597677.1
11
EXHIBIT C
Refunded Obligations on the basis of this Agreement, prior to such amendment or modification
being executed.
SECTION 29: Effect of Headinos. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 30: Executed Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
SECTION 31: Governino Law. This Agreement shall be governed by the laws of the
State of Texas and shall be effective as of the date of the delivery of the Bonds.
[remainder of page left blank intentionally]
45597677 .1
12
EXHIBIT C
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers and their corporate seals to be hereunto affixed and
attested as of the date first above written.
COLLEYVILLE ECONOMIC DEVELOPMENT
CORPORATION
President, Board of Directors
ATTEST:
Secretary
(Corporate Seal)
THE BANK OF NEW YORK TRUST
COMPANY, N.A., Dallas, Texas,
as Escrow Agent
Title:
ATTEST:
Authorized Signer
(Bank Seal)
45597677.1
S-1
EXHIBIT D
NOTICE OF REDEMPTION
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE BONDS, SERIES 1997
DATED JANUARY 1, 1997
NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on and after
February 15, 2007 and aggregating in principal amount $5,145,000 have been called for
redemption on February 15, 2006, at the redemption price of par and accrued interest to the
date of redemption, such bonds being identified as follows:
Year of CUSIP Year of CUSIP
Maturity Principal Amount Number Maturity Principal Amount Number
2007 $205,000 2015 $320,000
2008 $215,000 2016 $335,000
2009 $225,000 2017 $355,000
2010 $240,000 2018 $380,000
2011 $255,000 2019 $400,000
2012 $270,000 2020 $425,000
2013 $285,000 2021 $455,000
2014 $300,000 2022 $480,000
ALL SUCH BONDS shall become due and payable on February 15, 2006, and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender thereof to The Bank of New York Trust Company, N.A., Dallas,
Texas (successor paying agent/registrar to The Bank of New York) at its designated offices at
the following addresses:
By Hand:
By Mail:
Debt Processing Group
The Bank of New York
111 Sanders Creek Parkway
East Syracuse, New York 13057
Debt Processing Group
The Bank of New York
P. O. Box 396
East Syracuse, New York 13057
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to a resolution by the Board of Directors of the
Colleyville Economic Development Corporation.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Address: 600 North Pearl Street
Plaza of the Americas
South Tower, Suite 420
Dallas, Texas 75201
45597669.1
EXHIBIT E-1
NOTICE OF REDEMPTION
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE BONDS, SERIES 2000
DATED MARCH 15, 2000
(CURRENT INTEREST BONDS)
NOTICE IS HEREBY GIVEN that the current interest bonds of the above series maturing
on and after February 15, 2010 and aggregating in principal amount $1,600,000 have been
called for redemption on February 15, 2009, at the redemption price of par and accrued interest
to the date of redemption, such bonds being identified as follows:
Year of CUSIP Year of CUSIP
Maturity Principal Amount Number Maturity Principal Amount Number
2010 $30,000 2020 $ 195,000
2011 $30,000
2012 $30,000 2024 $1,210,000
2013 $35,000
2014 $35,000
2015 $35,000
ALL SUCH BONDS shall become due and payable on February 15, 2009, and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender thereof to The Bank of New York Trust Company, N.A., Dallas,
Texas (successor paying agent/registrar to U. S. Trust Company of Texas, N.A.) at its
designated offices at the following addresses:
By Hand:
By Mail:
Debt Processing Group
The Bank of New York
111 Sanders Creek Parkway
East Syracuse, New York 13057
Debt Processing Group
The Bank of New York
P. O. Box 396
East Syracuse, New York 13057
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to a resolution by the Board of Directors of the
Colleyville Economic Development Corporation.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Address: 600 North Pearl Street
Plaza of the Americas
South Tower, Suite 420
Dallas, Texas 75201
45597669.1
EXHIBIT E-2
NOTICE OF REDEMPTION
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION
SALES TAX REVENUE BONDS, SERIES 2000
DATED MARCH 15, 2000
(CAPITAL APPRECIATION BONDS)
NOTICE IS HEREBY GIVEN that the capital appreciation bonds of the above series
maturing on and after February 15, 2025 and aggregating in maturity amount of $1,815,000
have been called for redemption on February 15, 2009, at the redemption price of the accreted
value thereof as of the date of redemption, such bonds being identified as follows:
Year of
Maturity
Maturity Amount
CUSIP
Number
2025
2026
2027
$605,000
$605,000
$605,000
ALL SUCH BONDS shall become due and payable on February 15, 2009, and interest
thereon shall cease to accrete and compound from and after said redemption date and payment
of the redemption price of said bonds shall be paid to the registered owners of the bonds only
upon presentation and surrender thereof to The Bank of New York Trust Company, N.A., Dallas,
Texas (successor paying agent/registrar to U. S. Trust Company of Texas, N.A.) at its
designated offices at the following addresses:
By Hand:
By Mail:
Debt Processing Group
The Bank of New York
111 Sanders Creek Parkway
East Syracuse, New York 13057
Debt Processing Group
The Bank of New York
P. O. Box 396
East Syracuse, New York 13057
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to a resolution by the Board of Directors of the
Colleyville Economic Development Corporation.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Address: 600 North Pearl Street
Plaza of the Americas
South Tower, Suite 420
Dallas, Texas 75201
45597669.1
FINANCING/USE AGREEMENT
This Financing/Use Agreement (this "Agreement') is made to be effective as of the ih
day of June, 2005, by and between the City of Colleyville, Texas, a duly incorporated and
existing municipal corporation and political subdivision of the State of Texas (the "City") and the
Colleyville Economic Development Corporation, a non-profit industrial development corporation
organized and existing under the laws of the State of Texas, including Vernon's Ann. Civ. St.,
Section 4B of Article 5190.6, (the "Corporation")
RECITALS
WHEREAS, the Corporation on behalf of the City is to finance parks and park facilities,
to wit: (i) improvements to McPherson Park, (ii) the acquisition of land and improvements
thereto for additional parks, and (iii) constructing, acquiring, improving and/or equipping a senior
citizens activity center, including land therefor (collectively, the "Projects"); and
WHEREAS, such financing contemplates the issuance and sale of the Corporation's tax
exempt bonds in the principal amount of $ , and the proceeds of sale are to be
used by the City to design and construct the Projects; and
WHEREAS, the City will have full responsibility for the design and construction of the
Projects and the Corporation shall have no duties or responsibilities with respect to the Projects
other than to provide for the financing of its costs;
AGREEMENT
1. Financino of Proiect: For and in consideration of the City's covenants and
agreements herein contained and subject to the terms contained herein, the Corporation hereby
agrees to issue a series of obligations to be known as "Colleyville Economic Development
Corporation Refunding and Improvement Sales Tax Subordinate Lien Revenue Bonds, Series
2005", hereinafter called the "Bonds", and deposit a portion of the proceeds of sale of the
Bonds (less amounts to pay costs of issuance) to the credit of a construction fund or account
designated by the City, and the City hereby agrees and covenants that the proceeds of sale
deposited to the credit of such construction account shall be used solely to pay the costs of the
Projects.
2. Use of Proiects. Until all the Bonds have been fully paid, discharged and retired, the
upkeep and maintenance of the Projects will be the responsibility of the City and the
Corporation shall have no responsibility with respect to the operation, upkeep and maintenance
of the Projects.
3. Recoonition of Tax Exempt Financino. The City hereby acknowledges and
recognizes that the Bonds are being issued as "state or local bonds" under and pursuant to
section 103(a) of the Internal Revenue Code of 1986, as amended, and the City hereby
covenants and agrees with respect to the use of proceeds of sale of the Bonds and the use of
the Projects as follows:
(a)
meanings:
Definitions. When used in this Section, the following terms have the following
45615300.1
EXHIBIT F
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b)
of the Regulations, and any replacement proceeds as defined in Section
1.148-1(c) of the Regulations, of the Bonds.
"I nvestment" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-
5 of the Regulations and (2) the Bonds has the meaning set forth in Section
1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
(c) No Private Use or Private 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
45615300.1
2
EXHIBIT F
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, 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,
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 Hioher Yield. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the
Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money
replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not 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) Payment of Rebatable Arbitraoe. Except to the extent otherwise provided in
section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof)
and shall retain all records of accounting for at least six years after the day on
which the last Outstanding Bond is discharged. However, to the extent permitted
by law, the City may commingle Gross Proceeds of the Bonds with other money
of the City, provided that the City separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith.
45615300.1
3
EXHIBIT F
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the use of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall remit to the Corporation for payment to the United States
the amount described in paragraph (g)(2) above and the amount described in
paragraph (g)(4) below, at the times, in the manner and accompanied by such
forms or other information as is or may be required by Section 148(f) of the Code
and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraph (g)(2), and if
an error is made, to discover and promptly correct such error within a reasonable
amount of time thereafter (and in all events within one hundred eighty (180) days
after discovery of the error), including the amount remitted to the Corporation for
payment to the United States of any additional Rebate Amount owed to it,
interest thereon, and any penalty imposed under Section 1.148-3(h) of the
Regulations.
(h) Bonds Not Hedoe Bonds. (1) At the time the original bonds refunded by the
Bonds were issued, the Corporation reasonably expected to spend at least 85% of the
spendable proceeds of such bonds within three years after such bonds were issued and (2) not
more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
more.
(i) Qualified Advance Refundino. The Bonds will be issued more than 90 days
before the redemption of the Refunded Obligations. The City and the Corporation represent as
follows:
(1) The Bonds are first advance refunding of the Refunded
Obligations, within the meaning of section 149(d)(3) of the Code.
(2) The Refunded Obligations are being called for redemption, and
will be redeemed not later than the earliest date on which such bonds may be
redeemed.
(3) The initial temporary period under section 148(c) of the Code will
end: (i) with respect to the proceeds of the Bonds not later than 30 days after the
date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded
Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the
Refunded Obligations will be invested in Nonpurpose Investments having a Yield
in excess of the Yield on such Refunded Obligations.
45615300.1
4
EXHIBIT F
(5) The Bonds are being issued for the purposes stated in the
preamble of the resolution authorizing the issuance of the Bonds. There is a
present value savings associated with the refunding. In the issuance of the
Bonds the City nor the Corporation has neither: (i) overburdened the tax exempt
bond market by issuing more bonds, issuing bonds earlier or allowing bonds to
remain outstanding longer than reasonably necessary to accomplish the
governmental purposes for which the Bonds were issued; (ii) employed on
"abusive arbitrage device" within the meaning of Section 1.148-10(a) of the
Regulations; nor (iii) employed a "device" to obtain a material financial advantage
based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart
from savings attributable to lower interest rates and reduced debt service
payments in early years.
4. Receipt and Transfer of Proceeds of Sales Tax. The City agrees, in cooperation with
the Corporation, to take such actions as are required to cause the "Gross Sales Tax Revenues"
(as such term is defined in the resolution authorizing the issuance of the Bonds) received from
the Comptroller of Public Accounts of the State of Texas for and on behalf of the Corporation to
be transferred and deposited immediately upon receipt by the City to the credit of the banking or
monetary fund maintained at the depository designated by the Corporation and known on the
books and records of the Corporation as the "Pledged Revenue Fund".
5. Modifications. This Agreement shall not be changed orally, and no executory
agreement shall be effective to waive, change, modify or discharge this Agreement in whole or
in part unless such executory agreement is in writing and is signed by the parties against whom
enforcement of any waiver, change, modification or discharge is sought.
6. Entire Aoreement. This Agreement, including the Exhibits, contains the entire
agreement between the parties pertaining to the subject matter hereof and fully supersedes all
prior agreements and understandings between the parties pertaining to such subject matter.
7. Counterparts. This Agreement may be executed in several counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be necessary to
account for only one such counterpart in proving this Agreement.
8. Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.
9. Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the substantive federal laws of the United States and the laws of
the State of Texas.
10. Captions. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any purpose, to limit
or define the text of any section or any subsection hereof.
456153001
5
EXHIBIT F
IN WITNESS WHEREOF, the perties hereto have executed this Agreement to be
effective as of the date and year first above written.
COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION
President, Board of Directors
ATTEST:
Secretary
(Corporate Seal)
CITY OF COLLEYVILLE, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
45615300.1
6
EXHIBIT F
RESOLUTION R-05-78
A RESOLUTION RATIFYING CORPORATE BOARD ACTION UNDER BUSINESS
FOR THE MEETING OF THE BOARD OF DIRECTORS OF THE COLLLEYVILLE
ECONOMIC DEVELOPMENT CORPORATION JUNE 7, 2005
WHEREAS, the Board of Directors has taken action on certain items on the agenda
under Business.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
COLLEYVILLE ECONOMIC DEVELOPMENT CORPORATION:
Sec 1.
THAT the agenda decisions approved by the Board of Directors of the
Colleyville Economic Development Corporation under Business this date and
not otherwise adopted by separate Resolution, as follows are hereby
adopted.
THAT
AND IT IS SO RESOLVED.
PASSED AND ADOPTED, this June 7, 2005.
COLLEYVILLE ECONOMIC
DEVELOPMENT CORPORATION
Jon Ayers
President
ATTEST:
Cynthia Singleton
Secretary