HomeMy WebLinkAboutOrdinances (ORDINANCE 0-16-1983)-07/19/201627349360.3/11606885
ORDINANCE NO. O-16-1983
AN ORDINANCE authorizing the issuance of “CITY OF COLLEYVILLE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES
2016,” specifying the terms and features of said bonds; levying a
continuing direct annual ad valorem tax for the payment of said
bonds; and resolving other matters incident and related to the
issuance, sale, payment and delivery of said bonds, including the
approval and execution of a Paying Agent/Registrar Agreement
and a Special Escrow Agreement, and the approval and
distribution of an Official Statement pertaining thereto; and
providing an effective date.
WHEREAS, the City Council (the “Council”) of the City of Colleyville, Texas (the “City”),
has heretofore issued, sold and delivered, and there are currently outstanding obligations
totaling in principal amount of $6,345,000, of the following issues (hereinafter collectively called
the “Refunded Obligations”), to wit:
(1) “City of Colleyville, Texas, General Obligation Bonds, Series
2007,” dated March 1, 2007, maturing February 15 in each of the years 2019
through 2027, and aggregating in the principal amount of $3,825,000 (the “Series
2007 Refunded Bonds”); and
(2) “City of Colleyville, Texas, Combination Tax and Tax Increment
Revenue Refunding Bonds, Series 2011”, dated February 15, 2011, maturing
February 15 in each of the years 2017 through 2020, and aggregating in the
principal amount of $2,520,000 (the “Series 2011 Refunded Bonds”);
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended, the Council is authorized to issue refunding bonds and deposit the proceeds of the
sale thereof directly with the place of payment for the Refunded Obligations, and such deposit,
when made in accordance with said statute, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Council hereby finds and determines that the Refunded Obligations
should be refunded at this time in order to achieve a savings of $673,533.75 in debt service
payments on such indebtedness, and the refunding will further provide a net present value
benefit to the City of $602,797.36; and
WHEREAS, the Council hereby finds and determines that the Refunded Obligations are
scheduled to mature, or are subject to being redeemed, not more than twenty (20) years from
the date of the refunding bonds herein authorized; now, therefore,
BE ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $6,225,000 to be designated and bear the title “CITY OF COLLEYVILLE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016” (the “Bonds”), for the
purpose of providing funds for (1) the discharge and final payment of certain outstanding
obligations of the City (identified in the preamble hereof and referred to as the “Refunded
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Obligations”) and (2) the costs of issuance, all in accordance with the authority conferred by and
in conformity with the Constitution and laws of the State of Texas, including Texas Government
Code, Chapter 1207, as amended.
SECTION 2. Fully Registered Obligations - Bond Date - Authorized
Denominations - Stated Maturities - Interest Rates. The Bonds shall be issued as fully
registered obligations only, shall be dated July 15, 2016 (the “Bond Date”), shall be in
denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, shall become
due and payable on February 15 each of the years and in principal amounts (the “Stated
Maturities”), and shall bear interest at the rate(s) per annum in accordance with the following
schedule:
Year of
Stated Maturity
Principal
Amount
Interest
Rate
2017 $630,000 2.00%
2018 $800,000 2.00%
2019 $810,000 3.00%
2020 $875,000 3.00%
2021 $410,000 3.00%
2022 $425,000 3.00%
2023 $435,000 3.00%
2024 $445,000 2.00%
2025 $455,000 2.00%
2026 $465,000 2.00%
2027 $475,000 2.00%
The Bonds shall bear interest on the unpaid principal amounts from the date of initial
delivery of the Bonds at the rate(s) per annum shown above in this Section (calculated on the
basis of a 360-day year consisting of twelve 30-day months). Interest on the Bonds shall be
payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2017.
SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of,
premium, if any, and the interest on the Bonds, due and payable by reason of maturity,
redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds
(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 The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas to serve as Paying Agent/Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, exchange, and transfer of
the Bonds (the “Security Register”) shall at all times be kept and maintained on behalf of the
City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and
provisions of a “Paying Agent/Registrar Agreement”, substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the
City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such
Paying Agent/Registrar Agreement in connection with the delivery of the Bonds. The City
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covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid
and discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust
company, financial institution or other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice of the change
to be sent to each Holder by United States Mail, first class postage prepaid, and such notice
shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds, shall be payable at the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or,
with respect to a successor Paying Agent/Registrar, at the designated offices of such successor
(the “Designated Payment/Transfer Office”). The Paying Agent/Registrar shall pay interest on
the Bonds only to the Holder whose name appears in the Security Register at the close of
business on the Record Date (the last business day of the month next preceding each interest
payment date) and shall pay either by: (1) check sent by United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or (2) by such
other method, acceptable to the Paying Agent/Registrar, requested by the Holder at the
Holder’s risk and expense. If the date for the payment of the principal of or interest on the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the
city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
authorized by law or executive order to be closed; 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 be closed 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 nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a “Special Record Date”) will be
established by the Paying Agent/Registrar if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
SECTION 4. Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after
February 15, 2027 shall be subject to redemption prior to maturity, at the option of the City on
February 15, 2026, or any date thereafter, 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) at the redemption price of par, together with interest accrued to the redemption
date.
(b) Exercise of Redemption Option. Not less than forty-five (45) days prior to an
optional redemption date for the Bonds (unless a shorter notification period shall be satisfactory
to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of: (1) the
decision to redeem Bonds, (2) the principal amount of each Stated Maturity to be redeemed,
and (3) the date of redemption. The decision of the City to exercise the right to redeem Bonds
shall be entered in the minutes of the governing body of the City.
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(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Bonds as representing the number of Bonds Outstanding, which is obtained by
dividing the principal amount of such Bonds by $5,000, and shall select by lot the Bonds to be
redeemed within such Stated Maturity.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City’s expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the last 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: (1) specify the date of redemption for the Bonds,
(2) 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, (3) state the redemption price,
(4) 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 (5) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption, and has been called for
redemption, and notice of redemption thereof has been duly given as hereinabove provided,
such Bond (or the principal amount thereof to be redeemed) shall become due and payable and
interest thereon shall cease to accrue from and after the specified redemption date; provided
moneys sufficient for the payment of such Bond (or of the principal amount thereof to be
redeemed) at the then applicable redemption price are held for the purpose of such payment by
the Paying Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice may state that said redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received, such notice shall be of no force and
effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
SECTION 5. Registration - Transfer - Exchange of Bonds - Predecessor Bonds.
A Security Register relating to the registration, payment, and transfer or exchange of the Bonds
shall at all times be kept and maintained by the City at the Designated Payment/Transfer Office
of the Paying Agent/Registrar and at a place within the State of Texas, as provided herein and
in accordance with the provisions of an agreement with the Paying Agent/Registrar and such
rules and regulations as the Paying Agent/Registrar and the City may prescribe. 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 Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be
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transferred or exchanged for Bonds of like kind, 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 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 any Bond (other than the Initial Bond authorized in
Section 8 hereof) at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the
Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Bonds, executed on behalf of, and furnished by, the City of
authorized denominations and of like Stated Maturity and of a like aggregate principal amount
as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond authorized in Section 8
hereof) 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 Bonds,
executed on behalf of, and furnished by, the City, to the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class postage prepaid, to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions of this
Section are hereby defined to be “Predecessor Bonds,” evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and
delivered in the exchange or transfer. Additionally, the term “Predecessor Bonds” shall include
any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and
such new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to
an assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of
the date fixed for the redemption of such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
SECTION 6. Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
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transfer/exchange of the Bonds, the City hereby approves and authorizes the use of “Book-
Entry-Only” securities clearance, settlement and transfer system provided by The Depository
Trust Company (“DTC”), a limited purpose trust company organized under the laws of the State
of New York, in accordance with the operational arrangements referenced in the Blanket Issuer
Letter of Representation, by and between the City and DTC (the “Depository Agreement”).
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the “DTC Participants”).
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the “Beneficial Owners”) being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders of
the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to
be issued and delivered to DTC Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7. Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers and the seal of the City on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the Bond Date shall be deemed to be duly executed on
behalf of the City, notwithstanding that such individuals or either of them shall cease to hold
such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to
Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in
V.T.C.A., Government Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9D, manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8. Initial Bond. The Bonds herein authorized shall be initially issued as a
single fully registered bond in the aggregate principal amount shown in Section 1 hereof with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1. The initial bond (the “Initial Bond”) shall be registered in the name of the initial
purchaser(s), or the designee thereof. The Initial Bond shall be the Bond 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
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cancel the Initial Bond and exchange it for definitive Bonds of authorized denominations, Stated
Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to
the named Holders at the addresses identified for such purpose; all pursuant to and in
accordance with such written instructions from the initial purchaser(s), or the designee thereof,
and such other information and documentation as the Paying Agent/Registrar may reasonably
require.
SECTION 9. Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds and the Initial Bond shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
The City may provide (i) for the issuance of one fully registered Bond for each Stated
Maturity in the aggregate principal amount of each Stated Maturity and (ii) for the registration of
such Bonds in the name of a securities depository, or the nominee thereof. While any Bond is
registered in the name of a securities depository or its nominee, references herein and in the
Bonds to the Holder or registered owner of such Bonds shall mean the securities depository or
its nominee and shall not mean any other person.
B. Form of Definitive Bonds.
REGISTERED REGISTERED
NO. R-____ $__________
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
July 15, 2016 ________% February 15, 20__ _________
Registered Owner:
Principal Amount:
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The City of Colleyville (the “City”), a body corporate and municipal corporation in the
County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and
hereby promises to pay to the registered owner named above, or the registered assigns thereof,
on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so
much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid principal amount hereof from the interest payment date next preceding the “Registration
Date” of this Bond appearing below (unless this Bond bears a “Registration Date” as of an
interest payment date, in which case it shall bear interest from such date, or unless the
“Registration Date” of this Bond is prior to the initial interest payment date in which case it shall
bear interest from the initial date of delivery of the Bonds) at the per annum rate of interest
specified above computed on the basis of a 360-day year consisting of twelve 30-day months;
such interest being payable on February 15 and August 15 in each year, commencing February
15, 2017, until maturity or prior redemption. Principal of this Bond shall be payable at its Stated
Maturity or on a redemption date to the Registered Owner hereof upon presentation and
surrender at the designated offices of the Paying Agent/Registrar executing the registration
certificate appearing hereon, initially in East Syracuse, New York, or, with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the “Designated
Payment/Transfer Office”). Interest is payable to the registered owner of this Bond (or one or
more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name
appears on the “Security Register” maintained by the Paying Agent/Registrar at the close of
business on the “Record Date,” which is the last business day of the month next preceding each
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
when banking institutions in the city where the Designated Payment/Transfer Office of the
Paying Agent/Registrar is located are authorized by law or executive order to be closed, 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 be closed; and
payment on such date shall have the same force and effect as if made on the original date
payment was due. 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 $6,225,000 to be designated and bear the title “CITY OF COLLEYVILLE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016” (the “Bonds”), for the purpose
of providing funds for (1) the discharge and final payment of certain obligations of the City
(identified in the preamble hereof and referred to as the “Refunded Obligations”) and (2) the
costs of issuance, all in accordance with the authority conferred by and in conformity with the
Constitution and laws of the State of Texas, including Texas Government Code, Chapter 1207,
as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein
referred to as the “Ordinance”).
The Bonds maturing on and after February 15, 2027, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2026, or on any date thereafter, at the redemption price of
par, together with accrued interest to the date of redemption.
27349360.3/11606885 9
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City 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
Ordinance. 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
interest thereon shall cease to accrue from and after the redemption date; provided moneys for
the payment of the redemption price and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., 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 by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to
the registered owner, without charge. If a Bond is selected for redemption, in whole or in part,
the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the registered owner within forty-five (45) days of the redemption date; provided,
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the receipt of such moneys by the
Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction
of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Bonds and
the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption
was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and to all of the provisions of which the registered owner of this Bond
by the acceptance hereof hereby assents, for definitions of terms; the description of and the
nature and extent of the tax levied for the payment of the Bonds; the terms and conditions
relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may
be amended or supplemented with or without the consent of the registered owners; the rights,
duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions
upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed
to be no longer Outstanding; and for other terms and provisions contained therein. Capitalized
terms used herein have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
27349360.3/11606885 10
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or upon its prior redemption,
in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither
the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30)
days thereafter, a new record date for such interest payment (a “Special Record Date”) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (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 registered owner appearing on
the Security Register at the close of business on the last business day next preceding the date
of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
stated above. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF COLLEYVILLE, TEXAS
________________________________
Mayor
COUNTERSIGNED:
_________________________________
City Secretary
27349360.3/11606885 11
(City Seal)
C. Form of Registration Certificate of Comptroller of Public Accounts to
appear on Initial Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER (
(
OF PUBLIC ACCOUNTS ( REGISTER NO.
(
THE STATE OF TEXAS (
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this ___________________.
________________________________
Comptroller of Public Accounts
of the State of Texas
(SEAL)
D. Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds
only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within
mentioned Ordinance; the bond or bonds of the above entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in East Syracuse, New York is the
Designated Payment/Transfer Office for this Bond.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , Dallas, Texas
as Paying Agent/Registrar
Registered this date:
By:
Authorized Signature
27349360.3/11606885 12
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number: )
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular.
F. Form of Initial Bond.
The Initial Bond shall be in the form set forth in subsection B of this Section except as
that the heading and paragraph one shall be amended to read as follows:
NO. T-1 $6,225,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
Bond Date: July 15, 2016
Registered Owner: CITIGROUP
Principal Amount: SIX MILLION TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS
The City of Colleyville, Texas (the “City”), a body corporate and municipal corporation in
the County of Tarrant, State of Texas, for value received, acknowledges itself indebted to and
hereby promises to pay to the registered owner, or the registered assigns thereof, the Principal
Amount hereinabove stated on February 15 in each of the years and in principal installments in
accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
STATED MATURITY INSTALLMENTS RATES
(Information to be inserted from schedule in Section 2 hereof)
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from the date of the initial delivery of the Bonds
27349360.3/11606885 13
at the per annum rates of interest specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on February 15 and August 15 of each year,
commencing February 15, 2017, until maturity or prior redemption. Principal installments of this
Bond are payable on the Stated Maturity dates or on a redemption date to the registered owner
hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the “Paying
Agent/Registrar”), upon its presentation and surrender at its designated offices, initially in East
Syracuse, New York, or, with respect to a successor paying agent/registrar, at the designated
office of such successor (the “Designated Payment/Transfer Office”). Interest shall be payable
to the registered owner of this Bond whose name appears on the “Security Register” maintained
by the Paying Agent/Registrar at the close of business on the “Record Date”, which is the last
business day of the month next preceding the interest payment date hereof and interest shall be
paid by the Paying Agent/Registrar by check sent by 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 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. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
when banking institutions in the city where the Designated Payment/Transfer Office of the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day when banking institutions are authorized to close, and payment on such
date shall have the same force and effect as if made on the original date payment was due.
SECTION 10. Levy of Taxes. To provide for the payment of the “Debt Service
Requirements” of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
payment at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby
levied, and there shall be annually assessed and collected in due time, form, and manner, a tax
on all taxable property in the City, within the limitations prescribed by law, and such tax hereby
levied on each one hundred dollars’ valuation of taxable property in the City for the Debt Service
Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to
provide funds each year to pay the principal of and interest on said Bonds while Outstanding;
full allowance being made for delinquencies and costs of collection; separate books and records
relating to the receipt and disbursement of taxes levied, assessed and collected for and on
account of the Bonds shall be kept and maintained by the City at all times while the Bonds are
Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the
Bonds shall be deposited to the credit of a “Special 2016 Bond Account” (the “Interest and
Sinking Fund”) maintained on the records of the City and deposited in a special fund maintained
at an official depository of the City’s funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tem, City Manager, Director of Finance/CFO and City Secretary,
any one or more of said officials of the City, are hereby authorized and directed to cause to be
transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest
and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of
interest and principal of the Bonds as the same accrues or matures or comes due by reason of
redemption prior to maturity; such transfers of funds to be made in such manner as will cause
collected funds to be deposited with the Paying Agent/Registrar on or before each principal and
interest payment date for the Bonds.
27349360.3/11606885 14
SECTION 11. Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond
shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and
deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the
approval of the City and after (a) the filing by the Holder thereof with the Paying Agent/Registrar
of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such
Bond, and of the authenticity of the ownership thereof and (b) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying
Agent/Registrar harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by
anyone of the destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and
satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in
trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants
that no deposit of moneys or Government Securities will be made under this Section and no use
made of any such deposit which would cause the Bonds to be treated as “arbitrage bonds”
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the
“Code”), or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section which is not required for the payment of
the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such
27349360.3/11606885 15
moneys have been so deposited shall be remitted to the City or deposited as directed by the
City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the
principal of and interest on the Bonds and remaining unclaimed for a period of 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 City be remitted to the City
against a written receipt therefor. The provisions of this paragraph are subject to the applicable
unclaimed property law of the State of Texas.
The term “Government Securities,” as used herein, means (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 City, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state
or an agency or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent and (iv) any other then authorized securities or obligations that may be used to
defease obligations such as the Bonds under the then applicable laws of the State of Texas.
SECTION 13. Ordinance a Contract - Amendments - Outstanding Bonds. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section and in Section 23 hereof. The City may, without the consent
of or notice to any Holders, from time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency, or formal defect or omission in this Ordinance. Additionally, with the consent of
Holders holding a majority in aggregate principal amount of the Bonds then Outstanding, the
City may amend, add to, or rescind any of the provisions of this Ordinance; provided that,
without the consent of all the Holders of Outstanding Bonds no 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 required to be held by Holders for
consent to any such amendment, addition, or rescission
The term “Outstanding” when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the
provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in Section 11
hereof.
27349360.3/11606885 16
SECTION 14. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms shall have the
following meanings:
“Closing Date” means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
“Code” means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
“Computation Date” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
“Gross Proceeds” means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section 1.148-
1(c) of the Regulations, of the Bonds.
“Investment” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
“Nonpurpose Investment” means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
“Rebate Amount” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
“Regulations” means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
“Yield” of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the
use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted 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.
27349360.3/11606885 17
(c) No Private Use or Private Payments. Except as permitted by Section 141 of
the Code and the Regulations and rulings thereunder, the City shall at all times prior to the
last Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Obligations), and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations),
other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code
and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the
Bonds to make or finance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, such Gross Proceeds are considered
to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with
such Gross Proceeds is sold or leased to such person or entity in a transaction which creates
a debt for federal income tax purposes; (2) capacity in or service from such property is
committed to such person or entity under a take or pay, output or similar contract or
arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross
Proceeds or any property acquired, constructed or improved with such Gross Proceeds are
otherwise transferred in a transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148
of the Code and the Regulations and rulings thereunder, the 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.
27349360.3/11606885 18
(g) Information Report. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. 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.
(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 loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States out of the Interest and
Sinking Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount
that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place, and in the
manner as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T
or such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and
(3), and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section
148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time
27349360.3/11606885 19
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.
(j) Bonds Not Hedge Bonds.
(1) At the time the original bonds refunded by the Bonds were issued,
the City reasonably expected to spend at least 85% of the spendable proceeds of
such obligations within three (3) years after such obligations were issued.
(2) Not more than 50% of the proceeds of the original obligations
refunded by the Bonds were invested in Nonpurpose Investments having a
substantially guaranteed Yield for a period of 4 years or more.
(k) Current Refunding. The Bonds are being issued in part to refund the Series
2011 Refunded Bonds and the Bonds are a current refunding of the Series 2011 Refunded
Bonds in that the Series 2011 Refunded Bonds are to be paid and redeemed in full within 90
days of the delivery date of the Bonds.
(l) Qualified Advance Refunding. The Bonds are issued in part to refund the
Series 2007 Refunded Bonds, and the Bonds will be issued more than 90 days before the
redemption of the Series 2007 Refunded Bonds. The City represents as follows:
(1) The Bonds are the first advance refunding of the Series 2007
Refunded Bonds within the meaning of Section 149(d)(3) of the Code.
(2) The Series 2007 Refunded Bonds are being called for redemption,
and will be redeemed not later than the earliest date on which such bonds may
be redeemed and on which the City will realize present value debt service
savings (determined without regard to administrative expenses) on the issue.
(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 Series 2007
Refunded Bonds on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the
Series 2007 Refunded Bonds will be invested in Nonpurpose Investments having
a Yield in excess of the Yield on the Series 2007 Refunded Bonds.
(5) The Bonds are being issued for the purposes stated in the
preamble of this Ordinance. There is a present value savings associated with
the refunding. In the issuance of the Bonds the City 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)
27349360.3/11606885 20
of the Code, apart from savings attributable to lower interest rates and reduced
debt service payments in early years.
(m) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager and Director of Finance/CFO, either or any combination of them, 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.
(n) Qualified Tax-Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the
Bonds to be “qualified tax-exempt obligations” in that the Bonds are not “private activity
bonds” as defined in the Code and the reasonably anticipated amount of “qualified tax-
exempt obligations” to be issued by the City (including all subordinate entities of the City) for
the calendar year 2016 will not exceed $10,000,000.
SECTION 15. Sale of Bonds – Official Statement Approval. Pursuant to a public sale
for the Bonds, the bid submitted by Citigroup (herein referred to as the “Purchaser”) is declared
to be the best bid received producing the lowest true interest cost rate to the City, and the sale
of the Bonds to said Purchaser at the price of par plus a cash premium of $300,385.54 is hereby
determined to be in the best interests of the City and is approved and confirmed. Delivery of the
Bonds to the Purchaser shall occur as soon as possible upon payment being made therefor in
accordance with the terms of sale.
Furthermore, the use of the Preliminary Official Statement in connection with the public
offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects. The
final Official Statement reflecting the terms of sale (together with such changes approved by the
Mayor, Mayor Pro Tem, City Manager, Director of Finance/CFO and City Secretary, any one or
more of said officials), shall be and is hereby in all respects approved and the Purchasers are
hereby authorized to use and distribute said final Official Statement, dated July 19, 2016, in the
offering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further
authorized and directed to manually execute and deliver for and on behalf of the City copies of
said Official Statement in final form as may be required by the Purchasers, and such Official
Statement in the final form and content manually executed by said officials shall be deemed to
be approved by the Council and constitute the Official Statement authorized for distribution and
use by the Purchasers.
SECTION 16. Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
SECTION 17. Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance and any
additional proceeds being deposited to the Interest and Sinking Fund) shall be deposited with
the Escrow Agent for application and disbursement in accordance with the provisions of the
Escrow Agreement (as defined in Section 18 hereof). The proceeds of sale of the Bonds not so
deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be
disbursed for payment of costs of issuance, or deposited in the Interest and Sinking Fund for the
27349360.3/11606885 21
Bonds. Any proceeds of sale remaining after payment of the costs of issuance for the Bonds
shall deposited in the Interest and Sinking Fund for the Bonds. Pending expenditure for
authorized projects and purposes, such proceeds of sale may be invested in authorized
investments in accordance with the provisions of Texas Government Code, Chapter 2256, as
amended, and the City’s investment policies and guidelines, and any investment earnings
realized may be expended for such authorized projects and purposes or deposited into the
Interest and Sinking Fund as shall be determined by the appropriate authorized officials of the
City. All surplus proceeds of sale of the Bonds, including investment earnings, remaining after
completion of all authorized projects or purposes shall be deposited to the credit of the Interest
and Sinking Fund.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Purchaser, the Director of Finance/CFO shall cause to be transferred in immediately available
funds to the Escrow Fund from moneys on deposit in the interest and sinking funds maintained
for the payment of the Refunded Obligations the sum of $6,345,000 to accomplish the
refunding.
SECTION 18. Escrow Agreement Approval - Redemption of Refunded Obligations.
(a) The “Special Escrow Agreement” (the “Escrow Agreement”) by and between
the City and The Bank of New York Mellon Trust Company, N.A. (the “Escrow Agent”),
attached hereto as Exhibit C and incorporated herein by reference as a part of this
Ordinance for all purposes, is hereby approved as to form and content, and such Escrow
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 City, is
hereby authorized to be executed by the Mayor or Mayor Pro Tem and City Secretary for and
on behalf of the City and as the act and deed of this City Council; and such Escrow
Agreement as executed by said officials shall be deemed approved by the City Council and
constitute the Escrow Agreement herein approved.
(b) Furthermore, appropriate officials of the City in cooperation with the Escrow
Agent are hereby authorized and directed to make the necessary arrangements on the day of
delivery of the Bonds to the Purchasers for the purchase of the escrowed securities
referenced in the Escrow Agreement and the delivery thereof to the Escrow Agent to the
credit of the “SPECIAL 2016 CITY OF COLLEYVILLE, TEXAS, GENERAL OBLIGATION
REFUNDING BOND ESCROW FUND” (the “Escrow Fund”); all as contemplated and
provided in Texas Government Code, Chapter 1207, as amended, this Ordinance and the
Escrow Agreement.
(c) The Series 2007 Refunded Bonds shall be redeemed and the same are
hereby called for redemption on February 15, 2017, at the price of par and accrued interest to
the date of redemption. The City Secretary is hereby authorized and directed to file a copy of
this Ordinance, together with suggested form of notice of redemption to be sent to
bondholders, with The Bank of New York Mellon Trust Company, N.A. (successor paying
agent/registrar to The Bank of New York Trust Company, N.A.), in accordance with the
redemption provisions applicable to such obligations; such suggested form of notice of
redemption being attached hereto as Exhibit C and incorporated herein by reference as a
part of this Ordinance for all purposes.
(d) The Series 2011 Refunded Bonds shall be redeemed and the same are
hereby called for redemption on August 23, 2016, at the price of par and accrued interest to
27349360.3/11606885 22
the date of redemption. The City Secretary is hereby authorized and directed to file a copy of
this Ordinance, together with suggested form of notice of redemption to be sent to
bondholders, with The Bank of New York Mellon Trust Company, N.A., in accordance with
the redemption provisions applicable to such obligations; such suggested form of notice of
redemption being attached hereto as Exhibit D and incorporated herein by reference as a
part of this Ordinance for all purposes.
(e) The redemption of the Refunded Obligations described above being
associated with the refunding of such Refunded Obligations, the approval, authorization and
arrangements herein given and provided for the redemption of such Refunded 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 City Secretary is hereby authorized and
directed to make all arrangements necessary to notify the holders of such Refunded
Obligations of the City’s decision to redeem such Refunded Obligations on the dates and in
the manner herein provided and in accordance with the ordinances authorizing the issuance
of such Refunded Obligations and this Ordinance.
SECTION 19. Notices to Holders - Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given; and, such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 20. Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it; and, if surrendered to the City, such Bonds shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation
any Bonds previously certified or registered and delivered which the City may have acquired in
any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be returned to the
City.
SECTION 21. Legal Opinion. The Purchaser’s obligation to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Dallas,
Texas, Bond Counsel to the City, approving the Bonds as to their validity, with said opinion to be
dated and delivered as of the date of delivery and payment for the Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on the definitive Bonds or an
executed counterpart thereof shall accompany the global Bonds deposited with DTC.
SECTION 22. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. However, it is expressly provided that the presence or absence of CUSIP
27349360.3/11606885 23
numbers on the definitive Bonds shall be of no significance and shall have no effect the legality
of such bonds. Furthermore, neither the City nor attorneys approving the Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive
Bonds.
SECTION 23. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
“MSRB” means the Municipal Securities Rulemaking Board.
“Rule” means SEC Rule 15c2 12, as amended from time to time.
“SEC” means the United States Securities and Exchange Commission.
(b) Annual Reports.
The City shall provide annually to the MSRB (1) within six months after the end of each
fiscal year, beginning in or after 2016, financial information and operating data with respect to
the City of the general type included under the Tables 1 through 6 and 8 through 14 of the
Official Statement, and (2) within twelve months after the end of each fiscal year ending in or
after 2016, and if not provided as part of such financial information and operating data, audited
financial statements of the City. Any financial statements so provided shall be prepared in
accordance with the accounting principles described in Appendix B of the Official Statement, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation. If audited financial statements are not available within 12
months after the end of any fiscal year, the City will provide unaudited financial statements by
the required time, and audited financial statements when and if such audited financial
statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB’s Internet Web site or filed with the SEC.
(c) Notice of Certain Events.
The City shall provide notice of any of the following events with respect to the Bonds to
the MSRB in a timely manner and not more than 10 business days after occurrence of the
event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
27349360.3/11606885 24
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB.
All financial information, operating data, financial statements, notices and other
documents provided to the MSRB in accordance with this Section shall be provided in an
electronic format prescribed by the MSRB and shall be accompanied by identifying information
as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the City remains an “obligated person” with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
the notice required by subsection (c) of this Section of any Bond calls and defeasance that
cause the City to be no longer such an “obligated person.”
27349360.3/11606885 25
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds; and, nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section. Except as expressly
provided within this Section, the City does not undertake to provide any other information,
whether or not it may be relevant or material to a complete presentation of the City’s financial
results, condition, or prospects; nor does the City undertake to update any information provided
in accordance with this Section or otherwise. Furthermore, the City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest
in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the City, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the City if the SEC amends or repeals
the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the City’s right to do so
would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing
or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided pursuant to
subsection (b) of this Section an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating
data so provided.
SECTION 24. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem,
City Manager, Director of Finance/CFO and City Secretary are hereby expressly authorized,
27349360.3/11606885 26
empowered and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and on behalf of the City all
agreements, instruments, certificates or other documents, whether mentioned herein or not, as
may be necessary or desirable in order to carry out the terms and provisions of this Ordinance
and the issuance of the Bonds. In addition, prior to the initial delivery of the Bonds, the City
Manager, Mayor, Director of Finance/CFO or Bond Counsel to the City are each hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal
defect or omission in the Ordinance or such other document; or (ii) as requested by the Attorney
General of the State of Texas or his representative to obtain the approval of the Bonds by the
Attorney General and if such officer or counsel determines that such changes are consistent
with the intent and purpose of the Ordinance, which determination shall be final. In the event
that any officer of the City whose signature shall appear on any document shall cease to be
such officer before the delivery of such document, such signature nevertheless shall be valid
and sufficient for all purposes the same as if such officer had remained in office until such
delivery.
SECTION 25. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance. This Ordinance in its entirety is intended to be and is for the sole and
exclusive benefit of the City, the Paying Agent/Registrar and the Holders.
SECTION 26. Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict; and, the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 27. Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 28. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 29. Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 30. Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid; and, the Council hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 31. Incorporation of Findings and Determinations. The findings and
determinations of the Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 32. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
27349360.3/11606885 27
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 33. Effective Date. This Ordinance shall take effect and be in force from and
after its passage and approval in accordance with the provisions of Texas Government Code,
Section 1201.028, as amended.
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27349360.3/11606885 A-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
27370756.1/11606885
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of July 19, 2016 (this “Agreement”), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the “Bank”) and the City
of Colleyville, Texas (the “Issuer”),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its “City of
Colleyville, Texas General Obligation Refunding Bonds, Series 2016” (the “Securities”), dated
July 15, 2016, such Securities scheduled to be delivered to the initial purchasers thereof on or
about August 18, 2016; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the “Authorizing Document” (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank’s services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
27370756.1/11606885 2
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
“Acceleration Date” on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
“Authorizing Document” means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
“Bank Office” means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
“Financial Advisor” means FirstSouthwest, a Division of Hilltop Securities
Inc.
“Holder” and “Security Holder” each means the Person in whose name a
Security is registered in the Security Register.
“Person” means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
“Predecessor Securities” of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
“Redemption Date”, when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
“Responsible Officer”, when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
27370756.1/11606885 3
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
“Security Register” means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
“Stated Maturity” means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms “Bank,” “Issuer,” and “Securities
(Security)” have the meanings assigned to them in the recital paragraphs of this Agreement.
The term “Paying Agent/Registrar” refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York
Mellon Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
The Bank of New York
Mellon Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date (as defined in the Authorizing Document). All payments of principal and/or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder’s risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
27370756.1/11606885 4
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.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank’s general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
27370756.1/11606885 5
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
27370756.1/11606885 6
(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 the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile
or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer’s financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank’s
reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
27370756.1/11606885 7
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, 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.
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 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for “Depository Trust Company” services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the “Operational Arrangements”, which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
27370756.1/11606885 8
Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
27370756.1/11606885 9
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
27370756.1/11606885 S-1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Attest:
______________________________
Title: _________________________
Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
[signatures continue on next page]
27370756.1/11606885 S-2
CITY OF COLLEYVILLE, TEXAS
By: ___________________________________
Mayor
Address: 100 Main Street
Colleyville, Texas 76034
Attest:
______________________________
City Secretary
27349360.3/11606885 B-1
EXHIBIT B
SPECIAL ESCROW AGREEMENT
27370758.1/11606885
SPECIAL ESCROW AGREEMENT
THIS SPECIAL ESCROW AGREEMENT (the “Agreement”) is made and entered into as
of July 19, 2016, by and between the City of Colleyville, Texas (the “Issuer”) and The Bank of
New York Mellon Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, or its successors or assigns hereunder (the “Escrow
Agent”).
W I T N E S S E T H :
WHEREAS, the City Council of the Issuer has heretofore issued, sold and delivered, and
there is currently outstanding obligations of the following issues or series (collectively, the
“Refunded Obligations”), to wit:
(a) “City of Colleyville, Texas, General Obligation Bonds, Series 2007,” dated March
1, 2007, maturing February 15 in each of the years 2019 through 2027, and
aggregating in the principal amount of $3,825,000 (the “Series 2007 Refunded
Bonds”); and
(b) “City of Colleyville, Texas, Combination Tax and Tax Increment Revenue
Refunding Bonds, Series 2011”, dated February 15, 2011, maturing February 15
in each of the years 2017 through 2020, and aggregating in the principal amount
of $2,520,000 (the “Series 2011 Refunded Bonds”); and
WHEREAS, in accordance with the provisions of Texas Government Code,
Chapter 1207, as amended (the “Act”), the Issuer 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 place of
payment 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 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 Issuer 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 Issuer, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent (hereinafter called the “Governmental
Securities”) 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
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 Issuer, pursuant to an ordinance duly passed and adopted by the City
Council of the Issuer on July 19, 2016 (the “Ordinance”), authorized the issuance of bonds
known as “City of Colleyville, Texas, General Obligation Refunding Bonds, Series 2016”, dated
27370758.1/11606885 2
July 15, 2016 (the “Bonds”), and such Bonds are being issued 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, the proceeds of sale, together with other
available funds of the Issuer to be deposited with the Escrow Agent, are to be used in part to
purchase the Governmental Securities listed and identified in Exhibit B attached hereto and
incorporated herein by reference as a part of this Agreement for all purposes (together with
substituted securities therefor in accordance with the provisions of Section 11 hereof,
hereinafter referred to as the “Escrowed Securities”); and
WHEREAS, the Escrowed Securities shall be held and deposited to the credit of the
“Escrow Fund” to be established and maintained by the Escrow Agent in accordance with this
Agreement; and
WHEREAS, the Escrowed Securities, 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
ordinance authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A
attached hereto; and
WHEREAS, the Issuer 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 Escrow Agent 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 authorized to do business in the State of Texas;
and
WHEREAS, in the Ordinance, the City Council duly approved and authorized the
execution of this Agreement; and
WHEREAS, the Issuer 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 ordinances
authorizing the issuance of the Refunded Obligations, the Act, the Ordinance and this
Agreement;
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 due, the Issuer and the Escrow Agent hereby mutually undertake, promise
and agree as follows:
SECTION 1. Receipt of Refunded Obligations Ordinance and the Ordinance. Receipt of
copies of the ordinances authorizing the issuance of the Refunded Obligations and the
Ordinance is hereby acknowledged by the Escrow Agent. 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.
27370758.1/11606885 3
SECTION 2. Escrow Fund Creation/Funding. There is hereby created by the Issuer with
the Escrow Agent a special segregated and irrevocable trust fund designated “CITY OF
COLLEYVILLE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016
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 Issuer agrees
and covenants to cause to be deposited with the Escrow Agent the following amounts:
$3,893,776.00 For the purchase of Escrowed Securities listed in Exhibit B to be
held for the account of the Escrow Fund; and
$2,521,970.46 For deposit in the Escrow Fund as a beginning cash balance.
The Escrow Agent 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 Issuer hereby represents that the
cash and Escrowed Securities, 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 Escrow Agent acknowledges receipt of the Ordinance which provides
for the redemption of (1) the Series 2007 Refunded Bonds on February 15, 2017 and (2) the
Series 2011 Refunded Bonds on August 23, 2016, all at the price of par plus accrued interest to
the date of redemption, and the Escrow Agent, as paying agent for the Refunded Obligations,
agrees to cause notices 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 as required by the ordinances authorizing the issuance
of the Refunded Obligations.
SECTION 4. Pledge of Escrow. The Escrow Agent 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 Insufficiency - Issuer 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 Issuer 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 Escrow Agent to the Issuer by the fastest means possible, but the Escrow Agent shall in
no manner be responsible for the Issuer’s failure to make such deposits.
27370758.1/11606885 4
SECTION 6. Escrow Fund Securities - Segregation. The Escrow Agent shall hold said
moneys and Escrowed Securities 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 Escrow Agent; shall never commingle said
Escrowed Securities and moneys with other moneys or securities of the Escrow Agent; and
shall hold and dispose of the assets therein only as set forth herein. Nothing herein contained
shall be construed as requiring the Escrow Agent 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 Escrow Agent, as escrow agent; and a special account evidencing
such facts shall at all times be maintained on the books of the Escrow Agent.
SECTION 7. Escrow Fund Collections/Payments. The Escrow Agent 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 Escrow Agent, without further
direction from anyone, including the Issuer, 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 Escrow Agent.
If any Refunded Obligation or interest coupon 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 Escrow Agent 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
Escrow Agent 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
Escrow Agent 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 Issuer.
Notwithstanding the above and foregoing, any remittance of funds from the Escrow Agent to the
Issuer shall be subject to any applicable unclaimed property laws of the State of Texas.
SECTION 8. Disposal of Refunded Obligations. All Refunded Obligations cancelled on
account of payment by the Escrow Agent shall be cremated or otherwise destroyed by the
Escrow Agent, and an appropriate certificate of destruction furnished the Issuer.
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
27370758.1/11606885 5
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 Escrow Agent for the account of the Issuer hereunder shall be and
remain the property of the Escrow Fund and the Issuer 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 Escrow Agent under this Agreement shall not be considered as a banking
deposit by the Issuer and the Escrow Agent and the Issuer 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 Issuer.
SECTION 10. Absence of Escrow Agent Claim - Lien on Escrow Fund. The Escrow
Agent 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 Issuer.
SECTION 11. Substitution - Reinvestments. (a) The Escrow Agent shall be authorized
to accept initially and temporarily cash and/or substituted Governmental 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 Governmental Securities provided such early
redemption and reinvestment of proceeds does not change the repayment schedule of the
Refunded Obligations appearing in Exhibit A and the Escrow Agent receives the following:
(i) 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 Governmental Securities, 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
(ii) 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.
(b) If on the date and in the amount shown in Exhibit C attached hereto there exists
cash in the Escrow Fund, the Escrow Agent and the Issuer agree at least fifteen (15) days prior
27370758.1/11606885 6
to such date, to subscribe for the purchase of United States Treasury Securities - State and
Local Government Series (SLGS) bearing zero interest (0%) and on such date, in the amount
and scheduled to mature as provided in Exhibit C and subscription forms prepared therefor as
may be then required by the United States Department of the Treasury; provided that the then
existing rules and regulations and policy of United States Department of the Treasury permit
and authorize such investments. Should the policy, rules and regulations of the United States
Department of Treasury not permit or authorize the purchase of such SLGS at such time or
times, such cash balance or balances shall remain uninvested and held in trust for the benefit of
the holders of the Refunded Obligations and used for the payment of the Refunded Obligations
on the dates and in the amount such moneys would have been expended had such SLGS been
acquired and matured.
SECTION 12. Restriction Re: Escrow Fund Investments/Re-Investment. 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 Issuer nor the Escrow Agent 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 Escrow Agent may transfer such excess amounts to or on the order of the
Issuer, provided that the Issuer delivers to the Escrow Agent the following:
(i) 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
(ii) 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
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 Escrow Agent shall continuously secure the monies
in the Escrow Fund not invested in Escrowed Securities by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the
extent such money is not insured by the Federal Deposit Insurance Corporation.
SECTION 15. Absence of Escrow Agent’s Liability Re: Investments. The Escrow Agent
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. Escrow Agent’s Compensation - Escrow Administration - Settlement of
Paying Agents’ Charges. The Issuer agrees to pay the Escrow Agent for the performance of
27370758.1/11606885 7
services hereunder and as reimbursement for anticipated expenses to be incurred hereunder
the amount of $750 and, except for reimbursement of costs and expenses incurred by the
Escrow Agent pursuant to Sections 3, 11, and 19 hereof, the Escrow Agent hereby agrees said
amount is full and complete payment for the administration of this Agreement.
The Issuer also agrees to deposit with the Escrow Agent on the effective date of this
Agreement, the sum of $600, which represents the total charge due the Escrow Agent as paying
agent for the Refunded Obligations and the Escrow Agent acknowledges and agrees that such
amount is and represents the total amount of compensation due the Escrow Agent for services
rendered as paying agent for the Refunded Obligations. The Escrow Agent hereby agrees to
pay, assume and be fully responsible for any additional charges that it may incur in the
performance of its duties and responsibilities as paying agent for the Refunded Obligations.
SECTION 17. Escrow Agent’s Duties - Responsibilities - Liability. The Escrow Agent
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 Issuer or
as to the sufficiency or validity of any instrument, paper or proceedings relating to the Issuer, the
Escrow Agent shall be entitled to rely upon a certificate signed on behalf of the Issuer by its
Mayor, Mayor Pro Tem, City Manager, Director of Finance/CFO and City Secretary, any one or
more of said officials, as sufficient evidence of the facts therein contained. The Escrow Agent
may accept a certificate of the City Secretary under the Issuer’s seal, to the effect that a
resolution or other instrument in the form therein set forth has been adopted by the City Council
of the Issuer, as conclusive evidence that such resolution or other instrument has been duly
adopted and is in full force and effect.
The duties and obligations of the Escrow Agent shall be determined solely by the
express provisions of this Agreement and the Escrow Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Escrow Agent.
In the absence of bad faith on the part of the Escrow Agent, the Escrow Agent may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificate or opinion furnished to the Escrow Agent, conforming to
the requirements of this Agreement; but notwithstanding any provision of this Agreement to the
contrary, in the case of any such certificate or opinion or any evidence which by any provision
hereof is specifically required to be furnished to the Escrow Agent, the Escrow Agent shall be
under a duty to examine the same to determine whether it conforms to the requirements of this
Agreement.
The Escrow Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Escrow Agent unless it shall be proved that the Escrow
Agent was negligent in ascertaining or acting upon the pertinent facts.
The Escrow Agent shall not be 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 Escrow Agent 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
27370758.1/11606885 8
by or under direct or indirect common control with such obligor, shall be disregarded, except
that for the purposes of determining whether the Escrow Agent shall be protected in relying on
any such direction only Refunded Obligations which the Escrow Agent knows are so owned
shall be so disregarded unless all the Refunded Obligations are so owned.
The term “Responsible Officers” of the Escrow Agent, as used in this Agreement, shall
mean and include the Chairman of the Board of Directors, the President, any Vice President
and any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and
any Assistant Treasurer, and every other officer and assistant officer of the Escrow Agent
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
Escrow Agent, as used in this Agreement, shall mean and include any of said officers or
persons.
The Escrow Agent may consult with “independent legal counsel” (such term does not
include an attorney who is an employee of the Escrow Agent) and the Escrow Agent shall be
entitled to conclusively rely on such advice of such independent legal counsel in good faith.
Such advice or opinion of independent legal counsel, relied upon in good faith, shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it in
accordance with such advice. The Escrow Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its agents or
attorneys and may in all cases pay reasonable compensation to any agent or attorney retained
or employed by it in connection therewith. The Escrow Agent may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, written investment direction,
statement, instrument, opinion, notice or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party. The Escrow Agent need not
investigate any fact or matter stated in the document. None of the provisions of this Agreement
shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder.
To the extent permitted by law, the Issuer shall indemnify, defend and hold harmless the
Escrow Agent and its officers, directors, employees, representatives and agents, from and
against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses,
damages, actions, suits, judgments, reasonable costs and expenses (including reasonable
attorneys’ and agents’ fees and expenses) of whatever kind or nature regardless of their merit,
demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or
arising from, claims against the Escrow Agent by reason of its participation in the transactions
contemplated hereby, except to the extent caused by the Escrow Agent’s negligence or willful
misconduct. The foregoing indemnity shall survive the termination of this Agreement or the
earlier resignation or removal of the Escrow Agent.
Any bank, corporation or association into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any bank, corporation or association resulting
from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
bank, corporation or association succeeding to all or substantially all of the corporate trust
business of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the
execution or filing of any paper with any party hereto or any further act on the part of any of the
parties hereto except on the part of any of the parties hereto where an instrument of transfer or
assignment is required by law to effect such succession, anything herein to the contrary
notwithstanding.
27370758.1/11606885 9
SECTION 18. Limitation Re: Escrow Agent’s Duties/Responsibilities - Liabilities to Third
Parties. The Escrow Agent shall not be responsible or liable to any person in any manner
whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this
Agreement with respect to the Issuer, or for the identity or authority of any person making or
executing this Agreement for and on behalf of the Issuer. The Escrow Agent is authorized by
the Issuer to rely upon the representations of the Issuer with respect to this Agreement and the
deposits made pursuant hereto and as to the Issuer’s right and power to execute and deliver
this Agreement, and the Escrow Agent shall not be liable in any manner as a result of such
reliance. The duty of the Escrow Agent hereunder shall only be to the Issuer and the holders of
the Refunded Obligations. Neither the Issuer nor the Escrow Agent shall assign or attempt to
assign or transfer any interest hereunder or any portion of any such interest; provided, however,
that such assignment or transfer by the Escrow Agent shall be permitted if such assignment or
transfer is due to a merger, consolidation, conversion, or business sale of the Escrow Agent as
described in the last paragraph of Section 17 hereof. 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 Escrow Agent growing out of or relating to this Agreement or the Escrow Agent in good faith
is in doubt as to what action should be taken hereunder, the Escrow Agent shall have the right
at its election to:
(i) 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
(ii) File a suit in interpleader and obtain an order from a court of
appropriate jurisdiction in the State of Texas requiring all persons involved to
interplead and litigate in such court their several claims and rights among
themselves.
In the event the Escrow Agent becomes involved in litigation in connection with this
Agreement, the Issuer, to the extent permitted by law, agrees to indemnify and save the Escrow
Agent harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred
by the Escrow Agent as a result thereof. The obligations of the Escrow Agent under this
Agreement shall be performable at the principal corporate office of the Escrow Agent in the City
of Dallas, Texas. To the extent permitted by law, and subject to any applicable statutes of
limitation, the foregoing indemnification shall survive the resignation or removal of the Escrow
Agent or the termination of this Agreement.
The Escrow Agent may advise with legal counsel in the event of any dispute or question
regarding the construction of any of the provisions hereof or its duties hereunder, and in the
absence of negligence or bad faith on the part of the Escrow Agent, no liability shall be incurred
by the Escrow Agent for any action taken pursuant to this Section and the Escrow Agent shall
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. Accounting - Report. Promptly after September 30th of each year,
commencing with the year 2016, so long as the Escrow Fund is maintained under this
Agreement, the Escrow Agent shall forward by letter to the Issuer, to the attention of the
Director of Finance/CFO, or other designated official of the Issuer, a statement in detail of the
27370758.1/11606885 10
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:
CITY OF COLLEYVILLE, TEXAS
100 Main Street
Colleyville, Texas 76034
Attention: Director of Finance/CFO
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
Attention: Issuer Administrative Services
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 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
Escrow Agent is authorized by law to close, then the performance thereof, including the
payment of 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 Escrow Agent with the same force and effect as if made on the date of performance or
payment and with respect to a payment, no interest shall accrue for the period after such date.
SECTION 23. Warranty of Parties Re: Power to Execute and Deliver Escrow Agreement.
The Issuer 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 Issuer 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 effectively 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 Issuer
according to the import thereof as provided in this Agreement.
SECTION 24. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement. In the event
any covenant or agreement contained in this Agreement is declared to be severable from the
27370758.1/11606885 11
other provisions of this Agreement, written notice of such event shall immediately be given to
each national rating service (Moody’s Investors Service, Inc. [“Moody’s”], Standard & Poor’s
Global Ratings [“S&P”] or Fitch Inc. [“Fitch”]) 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 Escrow Agent 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 Issuer.
SECTION 26. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
SECTION 27. Successors/Assigns. (a) Should the Escrow Agent not be able to legally
serve or perform the duties and obligations under this Agreement, or should the Escrow Agent
be declared to be insolvent or closed for any reason by federal or state regulatory authorities or
a court of competent jurisdiction, the Issuer, upon being notified or discovering the Escrow
Agent’s inability or disqualification to serve hereunder, shall forthwith appoint a successor to
replace the Escrow Agent, and upon being notified of such appointment, the Escrow Agent 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 Issuer
should fail to appoint such a successor within ninety (90) days from the date the Issuer
discovers, or is notified of, the event or circumstance causing the Escrow Agent’s inability or
disqualification to serve hereunder, the Escrow Agent, or a bondholder of the Refunded
Obligations, may apply, at the expense of the Issuer, to a court of competent jurisdiction to
appoint a successor or assigns of the Escrow Agent and such court, upon determining the
Escrow Agent 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 Escrow Agent may resign and be discharged from performing its
duties and responsibilities under this Agreement upon notifying the Issuer in writing of its
intention to resign and requesting the Issuer to appoint a successor. No such resignation shall
take effect until a successor has been appointed by the Issuer 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 Escrow Agent 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 Escrow Agent. If the
Issuer does not make such appointment within sixty (60) days of the date that such resignation
notice is sent to the Issuer, the Escrow Agent shall be entitled to petition of a court of competent
jurisdiction for the appointment of a successor.
Any successor to the Escrow Agent shall be a commercial bank, trust company or other
financial institution that is duly qualified under applicable law (the Act, or other appropriate
27370758.1/11606885 12
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 an office and place of
business in the State of Texas, having a combined capital and surplus of at least $50,000,000
and be subject to the supervision or examination by Federal or State authority.
Any successor or assigns to the Escrow Agent shall execute, acknowledge and deliver
to the Issuer and the Escrow Agent, or its successor or assigns, an instrument accepting such
appointment hereunder, and the Escrow Agent 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 Escrow Agent, the Issuer shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor Escrow Agent all such
rights, powers and duties. The term “Escrow Agent” as used herein shall be the Escrow Agent
and its legal assigns and successor hereunder.
SECTION 28. Escrow Agreement Amendment/Modification. This Agreement shall be
binding upon the Issuer and the Escrow Agent and their respective successors and legal
representatives and shall inure solely to the benefit of the holders of the Refunded Obligations,
the Issuer, the Escrow Agent and their respective successors and legal representatives.
Furthermore, no alteration, amendment or modification of any provision of this Agreement
(1) shall alter the firm financial arrangements made for the payment of the Refunded
Obligations or (2) shall 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 Issuer and the Escrow Agent 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 (S&P, Moody’s or Fitch) which has rated the Refunded Obligations on the basis of
this Agreement, prior to such amendment or modification being executed.
SECTION 29. Effect of Headings. The Section headings herein are for convenience of
reference 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. Governing 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]
27370758.1/11606885 S-1
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
CITY OF COLLEYVILLE, TEXAS
Mayor
ATTEST:
City Secretary
27370758.1/11606885 S-2
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Escrow Agent
Title:
ATTEST:
Title:
27370758.1/11606885 A-1
EXHIBIT A
REFUNDED OBLIGATIONS
27370758.1/11606885 A-2
27370758.1/11606885 B-1
EXHIBIT B
ESCROWED SECURITIES
SLGS
27370758.1/11606885 C-1
EXHIBIT C
ZERO REINVESTMENTS
NOT APPLICABLE
27349360.3/11606885 C-1
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF COLLEYVILLE, TEXAS
GENERAL OBLIGATION BONDS
SERIES 2007
Dated March 1, 2007
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on
February 15 in each of the years listed below, and aggregating in the principal amount of
$3,825,000, have been called for redemption on February 15, 2017 at the redemption price of
par and accrued interest to the date of redemption, such obligations being identified as follows:
Year of
Maturity
Principal Amount ($)
CUSIP
Number
2019* 300,000
***** *********
2021* 565,000
***** *********
2023* 890,000
***** *********
2025* 985,000
***** *********
2027* 1,085,000
* term bond
ALL SUCH OBLIGATIONS shall become due and payable on February 15, 2017, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said obligations shall be paid to the registered owners of the obligations
only upon presentation and surrender thereof to The Bank of New York Mellon Trust Company,
N.A. (successor paying agent/registrar to The Bank of New York Trust Company, N.A.) at its
designated offices at the following addresses:
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said obligations and pursuant to an ordinance by the City Council of the City
of Colleyville, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
27349360.3/11606885 D-1
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF COLLEYVILLE, TEXAS
COMBINATION TAX AND TAX INCREMENT REVENUE REFUNDING BONDS
SERIES 2011
Dated February 15, 2011
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on
February 15 in each of the years listed below, and aggregating in the principal amount of
$2,520,000, have been called for redemption on August 23, 2016 at the redemption price of par
and accrued interest to the date of redemption, such obligations being identified as follows:
Year of
Maturity
Principal Amount ($)
CUSIP
Number
2017 600,000
2018 615,000
2019 640,000
2020 665,000
ALL SUCH OBLIGATIONS shall become due and payable on August 23, 2016, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said obligations shall be paid to the registered owners of the obligations
only upon presentation and surrender thereof to The Bank of New York Mellon Trust Company,
N.A. at its designated offices at the following addresses:
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said obligations and pursuant to an ordinance by the City Council of the City
of Colleyville, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, 10th Floor
Dallas, Texas 75201