HomeMy WebLinkAboutOrdinances (O-87-640)-03/02/1987
ORDINANCE O-R7-h40
AN ORDINANCE authorizing the issuance of
"CITY OF COLLEYVILLE, TEXAS WATERWORKS AND
SEWER SYSTEM REVENUE BONDS, SERIES 1987";
providing for the payment of said Bonds by a
lien on and pledge of the Net Revenues of
the Ci ty' s combined waterworks and sani tary
sewer system to the payment of the principal
of and interest on such Bonds equa lly and
ratably with certain other Obligations;
authorizing the execution . of a Paying
AgentlRegistrar Agreement; providing the
terms and conditions of such Bonds;
resolving other matters incident and
relating to the issuance, payment, security,
sale and delivery of said Bonds, including
the approval and distribution of an Official
Statement pertaining thereto; and providing
an effective date.
* * * * * * * * * * * * * * * * * * * * * * *
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WHEREAS, the Ci ty Counci 1 (the Counc i 1) of the Ci ty
of Colleyville, Texas (the Ci ty) has determined that revenue
bonds, payable from and secured by a lien orrand pledge of the
Net Revenues (hereinafter defined) of the City's combined
waterworks and sanitary sewer system (the System), in the
aggregate principal amount of $1,500,000 should be issued for
the purpose of making improvements and extensions to the
System, including water storage facilities; and
WHEREAS, the City is empowered by Texas Revised Civil
Statutes Annotated Articles 1111 through 1118, as amended, to
issue the aforementioned revenue bonds; and
WHEREAS, notice of intention to issue such revenue
bonds (stating the date, time and place this Council proposed
to pass the ordinance authorizing the issuance of the revenue
bonds, the purposes for which the bonds are to be issued, the
maximum amount of bonds proposed to be issued, the maximum rate
of interest the proposed bonds would bear and the maximum
maturi ty date of such bonds) has been duly published in the
official newspaper of the Ci ty, namely, the Fort Worth Star
Telegram, a newspaper published and having general circulation,
in the City of Colleyville, Texas on ,]nnIJOry 18 1987
and Jnnunrv 25 , 1987, the date of the first publication of
such notice being at least fourteen (14) days prior to the date
stated therein for the passage of this ordinance; and
0-87-640
WHEREAS, no petition of any kind or character has been
filed with the City Secretary, any member of this Councilor
any other officer of the City requesting a referendum election
be held on the issuance of the proposed revenue bonds; and
WHEREAS, this Council hereby finds and determines that
such revenue bonds can be issued on a parity with and be
equally and ratably secured in the same manner as the
outstanding revenue bonds of the City payable from and secured
by a first lien on and pledge of the Net Revenues of the System
(hereinafter called and defined as the Previously Issued
Bonds) in that (i) the Ci ty is not now ~n defaul t as to any
covenant, condition or obligation prescribed in the ordinances
authorizing the issuance of the Previously Issued Bonds,
(ii) each of the special Funds created for the payment and
security of the Previously Issued Bonds contains the amount now
required to be on deposit therein, (iii) the City can secure
from a Certified Public Accountant a report showing that the
Net Earnings (hereinafter defined) of the System in the
completed Fiscal Year next preceding the adoption of this
ordinance are equal to at least one and twenty hundredths
(1.20) times the Average Annual Debt Service Requirements
(hereinafter defined) for all the revenue bonds to be secured
by a first lien on and pledge of the Net Revenues of said
System which will be Outstanding after the issuance of the
revenue bonds herein authorized, (iv) the revenue bonds herein
authorized shall mature on January 1 and,. (v) this ordinance
provides for additional deposits to be made to (a) the Interest
and Sinking Fund (hereinafter defined) established for the
payment of the Previously Issued Bonds in amounts adequate to
pay the principal and interest requirements of the bonds herein
authorized to be issued and (b) the Reserve Fund (hereinafter
defined) created for the benefit of the Previously Issued Bonds
so that the total amount to be accumulated therein will be
equal to not less than the average annual principal and
interest requirements for all the Outstanding Previously Issued
Bonds and the revenue bonds herein authorized and any
additional amount required to be deposited therein will be
accumulated within ten (10) calendar years of the date of the
revenue bonds herein authorized; and
WHEREAS, this Council further finds
that all of the revenue bonds described in the
notice of intention should be issued and sold
now, therefore,
and determines
aforementioned
at this time;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEYVILLE:
SECTION 1:
Amount - Purpose.
Authorization Designation Principal
That revenue bonds of the City shall be and
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are hereby authorized to be issued in the aggregate principal
amount of ONE MILLION FIVE HUNDRED THOUSAND AND NO/IOO DOLLARS
($1,500,000), to be designated and bear the title of "CITY OF
COLLEYVILLE, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1987" (hereinafter referred to as the Bonds), pursuant
to an ordinance adopted by the governing body of the Ci ty
(herein referred to as the Ordinance) for the purpose of
making improvements and extensions to the City's combined
waterworks and sanitary sewer system (the System), including
water storage facilities. That the Bonds shall be payable,
together with certain Outstanding and unpaid Previously Issued
Bonds (hereinafter defined), as to both principal and interest
solely from and equally and ratably secured by a first lien on
and pledge of the Net Revenues (hereinafter defined) of the
System. That the City has previous ly published its notice of
intention to issue the Bonds and the Bonds are authorized to be
issued, pursuant to the authority conferred by and in
conformity with the Constitution and laws of the State of
Texas, particularly Texas Revised Civil Statutes Annotated
Articles 1111 through 1118, as amended, and Texas Revised Civil
Statutes Annotated Article 2368a, as amended.
SECTION 2: Fully Registered Obligations - Authorized
Denominations - Stated Maturities - Interest Rates - Date. The
Bonds are issuable in fully registered form only; shall be
dated March 1, 1987 (the Bond Date) and shall be in
denominations of $5,000 or any integral multiple (within a
Stated Maturi ty) thereof and the Bonds shall become due and
payable on January 1 in each of the years and in the principal
amounts (the Stated Maturities) and bear interest, computed
on the basis of a 360-day year of twelve 30-day months, on the
unpaid principal amounts from the Bond Date or from the most
recent Interest Payment Date (hereinafter defined) to which
interest has been paid or duly provided for at the per annum
rates, while Outstanding, in accordance with the following
schedule:
Year of
Stated Maturity
Principal
Amount
Interest
Rate
1989
1990
1991
1992
1993
1994
1995
1996
$ 40,000
40,000
45,000
45,000
50,000
50,000
55,000
60,000
%
%
%
%
%
%
%
%
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Year of
Stated Maturity
Principal
Amount
Interest
Rate
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
$ 60,000
65,000
70,000
80,000
90,000
95,000
110,000
120,000
130,000
140,000
155,000
%
%
%
%
%
%
%
%
%
%
%
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 Stated Maturi ty,
redemption, or otherwise, shall be payable only to the
registered owners or holders of the Bonds (hereinafter called
the Holders) appearing on the registration and transfer books
maintained by the Paying Agent/Registrar (hereinafter defined)
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 Bonds shall bear interest at the
shown above in Section 2, and interest thereon
semiannually on January 1 and July 1 of
Interest Payment Date) commencing January 1,
of the Bonds remain Outstanding.
per annum rates
shall be payable
each year (the
1988, while any
The selection and appointment of InterFirst Bank Fort
Worth, N.A., Fort Worth, Texas, to serve as Paying
Agent/Registrar for the Bonds is hereby approved and
confirmed. The City agrees and covenants to cause to be kept
and maintained at the principal corporate office of the Paying
Agent/Registrar books and records (the Security Registrar)
for the registration, payment, and transfer of the Bonds, all
as provided herein, in accordance with the terms and provisions
of a Paying Agent/Registrar Agreement attached hereto as
Exhibit A, and such other reasonable rules and regulations as
the Paying Agent/Registrar or the City may prescribe. The City
covenants to maintain and provide a Paying Agent/Registrar at
all times while the Bonds remain Outstanding and any successor
Paying AgentlRegistrar shall be a national or state banking
institution, shall be a corporation organized and doing
bus iness under the laws of the Uni ted States or of any State,
authorized under such laws to exercise trust powers, shall be
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subject to supervision or examination by Federal or State
authority, and shall be authorized by law to serve as a Paying
Agent/Registrar.
The City reserves the right to appoint a successor
Paying Agent/Registrar upon providing the previous Paying
Agent/Registrar with a certified copy of a resolution or
ordinance terminating such agency. Additionally, the City
agrees to promptly cause a written notice, of this
substitution, to be sent to each Holder by United States Mail,
first class postage prepaid, which notice shall also give the
address of the principal corporate office of the successor
Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall
be payable at the Stated Maturities, redemption, or otherwise,
only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its principal corporate office. Interest on
the Bonds shall be paid to the Holder whose name appears in the
Security Register at the close of business on the Record Date
(the fifteenth day of the month next preceding each Interest
Payment Date) and shall be paid by the Paying Agent/Registrar
(i) by check sent United States Mail, first class postage
prepaid, to the address of the Holder recorded in the Security
Register or (ii) by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of,
the Holder. If the date for the payment of the principal of or
interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the City
where the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are
authorized to close. The payment on such date sha 11 have the
same force and effect as if made on the original date payment
was due.
In the event of a non-payment of interest on a
scheduled payment date, and for thirty (30) days thereafter, a
new record date for such interest payment (a Speci al 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.
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The City and the Paying Agent/Registrar, and any agent
of either, shall treat the Holder as the owner of any Bonds for
purposes of receiving any payment and for all other purposes
whatsoever, and, to the extent permitted by law, neither the
City nor the Paying Agent/Registrar, or any agent of either,
shall be effected by notice to the contrary.
SECTION 4: Redemption.
A. Optional Redemption. The Bonds having Stated
Maturi ties on and after Janua ry I, 1999, sha 11 be subj ect to
red~mption prior to Stated Maturity, at the option of the City,
on January I, 1998, or on any Interest Payment Date thereafter,
as a whole or in part, in principal amounts of $5,000 or any
integral multi p Ie thereof (and if wi thin a Sta ted Matur i ty at
random and by lot by the Paying Agent/Registrar) at the
redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least
forty-five (45) days prior to a date set for the redemption of
Bonds (unless a shorter notification period shall be
satisfactory to the Paying Agent/Registrar), the City shall
notify the Paying Agent/Registrar of its decision to exercise
the right to redeem Bonds, the principal amount of each Stated
Maturity to be redeemed, and the date set for the redemption
thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing
body of the City.
C. Selection of Bonds for Redemption. If less than
all Outstanding Bonds of the same Stated Maturity are to be
redeemed on a redemption date, the Paying Agentl Registrar
shall select at random and by lot, the Bonds to be redeemed,
provided that if less than the entire principal amount of a
Bond is to be redeemed, the Paying Agentl Registrar shall treat
such Bond then subject to redemption as representing the number
of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000.
D. Notice of Redempt ion. Not less than thi rty (30)
days prior to a redemption date for the Bonds, the Paying
Agent/Registrar shall cause a notice of redemption to 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 time such notice of
redemption is mailed, and any notice of redemption so mailed
shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
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E. Transfer Exchange of Bonds. Neither the City nor
the Paying Agent/Registrar shall be required (i) to transfer or
exchange any Bonds during a period beginning forty-five (45)
days prior to the redemption date or, (ii) to transfer or
exchange any Bonds selected for redemption, provided however,
such limitation shall not be applicable to an exchange by the
Holder of the unredeemed balance of a Bond which is subject to
partial redemption.
All notices of redemption shall (i) specify the date
of redemption for the Bonds, (ii) identify the Bonds to be
redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed,
(iii) the redemption price, (iv) state that the Bonds, or the
portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and
the interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after
the redemption date, and (v) specify that payment of the
redemption price for the Bonds, . or the principal amount thereof
to be redeemed, shall be made at the principal corporate office
of the Paying Agent/Registrar only upon presentation and
surrender thereof by the Holder. If a Bond is subj ect 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) so called for redemption shall become
due and payable, and if moneys sufficient for the payment of
such Bonds (or of the principal amount thereof to be redeemed)
at the then applicable redemption price are held for the
purpose of such payment by the Paying Agent/Registrar, then on
the redemption date designated in such notice, interest on said
Bond (or the principal amount thereof to be redeemed) called
for redemption shall cease to accrue and such Bonds shall not
be deemed to be Outstanding hereunder.
SECTION 5: Execution - Registration. The Bonds shall
be executed on behalf of the City by its Mayor under its seal
reproduced or impressed thereon and attested by its Secretary.
The signature of ei ther of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who were at the time of the Bond Date
the proper officials or officers of the City shall bind the
City, notwithstanding that such individuals or either of them
shall cease to hold such offices prior to the delivery of the
Bonds to the initial purchaser(s), all as authorized and
provided in the Bond Procedures Act of 1981, Texas Revised
Civil Statutes Annotated, Article 717k-6, as amended.
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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 BC, executed by the Comptroller of Public Accounts of
the State of Texas or his duly authorized agent by manual
signature, or a certificate of registration substantially in
the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature. Either of these
certificates upon any Bond shall be conclusive evidence, and
the only evidence required, that such Bond has been duly
certified or registered and delivered.
SECTION 6: Initial Bond(s). The Bonds herein
authorized shall be issued initially either (i) as a single
fully registered Bond in the total principal amount of
$1,500,000 with principal installments to become due and
payable as provided in Section 2 hereof and numbered T-l, or
(ii) as separate fully registered Bonds for each year of Stated
Maturity in the applicable principal amounts and denominations
and to be numbered consecutively from T-1 and upward
(hereinafter called the In it i al Bond( s)) and, in ei ther case,
the Initial Bond(s) shall be registered in the name of the
initial purchaser(s) or the designee thereof. The Initial
Bond(s) shall be the Bonds submitted to the Office of the
Attorney General of the State of Texas for approval, certified
and registered by the Office of the Comptroller of Public
Accounts of the State of Texas and delivered to the ini tial
purchaser(s). Any time after the delivery of the Initial
Bond( s) , the Paying Agent/Registrar, pursuant to wri tten
instructions from the initial purchaser(s), or the designee
thereof, shall cancel the Initial Bond(s) delivered hereunder
and exchange therefor definitive Bonds of authorized
denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the
Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions
from the ini ti a 1 purchaser (s) , or the designee thereof, and
such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 7: Registration Transfer Exchange of
Bonds - Predecessor Bonds. The City shall cause to be kept at
the principal corporate office of the Paying Agent/Registrar a
Security Register for the registration and transfer or exchange
of the Bonds, as provided herein, and subj ect to reasonable
regulations as may be prescribed by the Paying
Agent/Registrar. The Paying Agent/Registrar shall obtain,
record, and maintain in the Securi ty Register the name and
address of each Holder of the Bonds issued under and pursuant
to the provisions of this Ordinance. Any Bond may, in
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accordance with its terms and the terms hereof, be transferred
or exchanged for Bonds of other authorized denominations upon
the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the 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 at the
principal corporate office of the Paying Agent/Registrar, the
City shall execute and the Paying Agent/Registrar shall
register and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like
aggregate principal amount as the Bond or Bonds surrendered for
transfer.
At the option of the Holder, Bonds may be exchanged
for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for
exchange upon surrender of the Bonds to be exchanged at the
principal corporate office of the Paying Agent/Registrar.
Whenever any Bonds are so surrendered for exchange, the City
shall execute, and the Paying Agent/Registrar shall register
and deliver, the Bonds to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of
Bonds shall be delivered at the principal corporate office of
the Paying Agent/Registrar, or sent by registered mai 1 to the
Holder at his request, risk, and expense and upon the delivery
thereof, the same shall be the valid obligations of the City,
evidencing the same debt, and entitled to the same benefits
under this Ordinance, as the Bonds surrendered upon such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this
Section shall be made without expense or service charge to the
Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder
requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
Predecessor Bonds, evidencing all or a portion, as the case
may be, of the same debt evidenced by the new Bond or Bonds
registered and delivered in the exchange or transfer therefor.
Additionally, the term Predecessor Bonds shall include any
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Bond registered and delivered pursuant to Section 29 hereof in
lieu of a mutilated, lost, destroyed, or stolen Bond which
shall be deemed to evidence the same obligation as the
mutilated, lost, destroyed, or stolen Bond.
SECTION 8:
FORMS.
A. Forms Generally. The Bonds, and the Registration
Certificate of the Comptroller of Public Accounts of the State
of Texas, the Registration Certificate of the 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 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 thei r
execution thereof. Any portion of the text of any Bonds may be
set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds shall be printed, lithographed,
or engraved, produced by any combination of these methods, or
produced in any other similar manner, all as determined by the
officers executing such Bonds as evidenced by their execution
thereof, but the Initial Bond(s) submitted to the Attorney
General of Texas may be typewritten or photocopied or otherwise
reproduced.
B.
Form of Definitive Bond.
REGISTERED
NO . ......
REGISTERED
$ ........
United States of America
State of Texas
County of Tarrant
CITY OF COLLEYVILLE, TEXAS,
WATERWORKS AND SEWER SYSTEM REVENUE BOND, SERIES 1987
Interest Rate:
Bond Date:
March 1, 1987
Stated Maturity:
CUSIP NO:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. DOLLARS
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The City of Col1eyville, Texas (hereinafter referred
to as the Ci ty), a body corporate and municipal corporation
ln the County of Tarrant, State of Texas, for value received,
hereby promises to pay to the registered owner specified above,
or the registered assigns thereof, on the Stated Maturity date
speci f ied above, the princi pa 1 amount speci f ied above (or so
much thereof as shall not have been paid upon prior redemption)
and to pay interest on the unpaid principal amount hereof
(computed on the basis of a 360-day year of twelve 3D-day
months) from the Bond Date specified above, or from the most
recent Interest Payment Date (hereinafter defined) to which
interest has been paid 0-': duly provided for, at the per annum
rate specified above; such interest being payable semiannually
on January 1 and July 1 of each year, (the Interest Payment
Date) commencing January 1, 1988.
princ ipa 1 and premium, if any, of thi s Bond sha 11 be
payable to the registered owner hereof (the Holder), upon
presentation and surrender, at the principal corporate office
of the Paying AgentlRegistrar executing the registration
certificate appearing hereon or a successor thereof. Interest
sha 11 be payable to the Ho Ider of this Bond (0 r one or mo re
Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the Security Register
maintained by the Paying AgentlRegistrar at the close of
business on the Record Date, which is the fifteenth day of the
month next preceding each Interest Payment Date. All payments
of principal, 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 and shall be made by the Paying
Agent/Registrar by check sent on or prior to the appropriate
date of payment by United States Mail, first class postage
prepaid, to the Holder at the address appearing in the Security
Register or by such other method, acceptable to the Paying
AgentlRegistrar, requested by the Holder at the Holder's risk
and expense.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $1,500,000 (herein
referred to as the Bonds) pursuant to an ordinance adopted by
the governing body of the City (herein referred to as the
Ordinance), for the purpose of making improvements and
extensions to the City's combined waterworks and sanitary sewer
system, including water storage facilities, under and in strict
conformity with the Constitution and laws of the State of
Texas, particularly Texas Revised Civil Statutes Annotated
Articles 1111 through 1118, as amended, and Texas Revised Civil
Statutes Annotated Article 2368a, as amended.
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The Bonds maturing on and after January 1, 1999, may
be redeemed prior to their Stated Maturities, at the option of
the City, on January 1, 1998, or on any Interest Payment Date
thereafter, in whole or in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity at random and by lot by the Paying Agent/Registrar) at
the redemption price of par, together with accrued interest to
the date of redemption, and upon forty-five (45) days prior
written notice being given by United States Mail, first class
postage prepaid, to Holders of the Bonds to be redeemed, and
subject to the terms and provisions relating thereto contained
in the Ordinance. If th~s Bond is of a denomination in excess
of $5,000, portions of the principal sum hereof in installments
of $5,000 or any integral multiple thereof may be redeemed, and
if less than all of the principal sum hereof is to be redeemed,
there shall be issued, without charge therefor, to the Holder,
upon the surrender of this Bond to the Paying Agentl Registrar
at its principal corporate office, a new Bond or Bonds of like
Stated Maturity and interest rate in any authorized
denominations provided in the Ordinance for the then unredeemed
balance of the principal sum hereof.
If this Bond (or any portion of the principal sum
hereof) sha 11 have been du ly ca lIed for redempt ion and not ice
of such redemption is duly given, then upon such redemption
date this Bond (or the portion of the principal sum hereof to
be redeemed) shall become due and payable, and, if moneys for
the payment of the redemption price and the interest accrued on
the principal amount to be redeemed to the date of redemption
are held for the purpose of such payment by the Paying Agent/
Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount
hereof to be redeemed. If this Bond is called for redemption,
in whole or in part, the City or the Paying Agent/Registrar
shall not be required to issue, transfer, or exchange this
Bond, within forty-five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer
shall not be applicable to an exchange by the Holder of the
unredeemed balance hereof in the event of its partial
redemption.
The Bonds of this series, together with certain
Outstanding Previously Issued Bonds (as defined in the
Ordinance), are payable from and equally and ratably secured by
alien on and p ledge of the net revenues (the Ne t Revenues)
derived from the operation of the City's combined waterworks
and sanitary sewer system (the System). In the Ordinance,
the Ci ty reserves and ret a ins the right to issue Addi t iona 1
Parity Obligations while the Bonds are Outstanding, without
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0-87-640
limi tation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto under
law or otherwise.
The Holder hereof shall never have the right to demand
payment of this obligation out of any funds raised or to be
raised by taxation.
Reference is hereby made to the Ordinance, copies of
which are on file in the principal corporate office of the
Paying Agent/Registrar, and to all of the provisions of which
the Holder by his acceptance hereof hereby assents, for
definitions of terms; the description and nature of the
revenues pledged for the payment of the Bonds; the terms and
conditions under which the City may issue Additional Parity
Obligations, 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 Holder; 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 Stated Maturity or redemption, and deemed to be no
longer Outstanding thereunder; and for the other terms and
provisions thereof. Capitalized terms used herein have the
same meanings assigned to them in the Ordinance.
This Bond, subject to certain limitations contained in
the Ordinance, may be transferred at the principal corporate
office of the Paying Agent/Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Paying Agent/Registrar duly executed by the
registered owner hereof, or his duly authorized agent, and
thereupon 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 to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent
of either, may treat the Holder whose name appears on the
Securi ty Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (i i) on
the date of surrender of this Bond as the owner hereof for
purposes of receiving payment of principal hereof at its Stated
Maturity or its redemption, in whole or in part, and (iii) on
any other date as the owner for all other purposes, and neither
the City nor the Paying Agent/Registrar, or any such agent of
ei ther, shall be affected by notice to the contrary. In the
event of a non-payment of interest on a scheduled payment date,
and for thirty (30) days thereafter, a new record date for such
interest payment (a Special Record Date) will be established
by the Paying Agent/Registrar, if and when funds for the
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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 (the Special Payment Date
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.
It is hereby certified, covenanted, and represented
that all acts, conditions, and things required to be performed,
exist, and be done precedent to or in the issuance of this Bond
in order to render the same a legal, valid, and binding special
obligation of the City have been performed, exist, and have
been done, in regular and due time, form, and manner, as
required by law, and that issuance of the Bonds does not exceed
any constitutional or statutory limitation. In case any
provision in this Bond or any application thereof shall be
invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications
shall not in any way be affected or impaired thereby. The
terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws
of the State of Texas.
IN WITNESS WHEREOF, the Ci ty has caused this Bond to
be duly executed under its official seal.
CITY OF COLLEYVILLE, TEXAS
By
Mayor
ATTEST:
............... ..... ......
City Secretary
(CITY SEAL)
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O-R7-640
~
C. *Form of Registration Certificate of Comptroller
of Public Accounts to Appear on Initial Bond(s) Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
~
~
~
~
REGISTER NO. ............
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
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 sea 1
of
office
this
......................... .
. ................... ............
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer: Not to appear on definitive Bonds
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 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.
InterFirst Bank Fort Worth, N.A.
Fort Worth, Texas
as Paying Agent/Registrar
Registered this Date:
By
Authorized Signature
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()-87-640
L
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewri te 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
registration
premises.
transfer
thereof,
the wi thin Bond on
wi th full power of
the books kept for
substi tution in the
DATED:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of
the registered owner as it
appears on the face of the
within Bond in every
particular.
F. The Initial Bond(s) shall be in the form set forth
in paragraph B of this Section, except that the form of a
single fully registered Initial Bond shall be modified as
follows:
(i)
immediately under
headings "Interest
Maturity "
shown below;"
the name of
Rate
sha 11 both
the Bond(s) the
" and "Stated
be completed "as
(ii) paragraph one shall read as follows:
Registered Owner:
Principal Amount:
The City of Colleyville, Texas, 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, the principal amount hereinabove
stated on the first day of January in each of the years and in
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0-R7-640
principal installments and bearing interest at the per annum
rates in accordance with the following schedule:
YEAR OF
MATURITY
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amounts
hereof (computed on the basis of a 36D-day year of twelve
3D-day months) from the Bond Date specified above, or from the
most recent Interest Payment Date to which interest has been
paid or duly provided for, at the per annum rate specified
above; such interest being payable semiannually on January 1
and July 1 of each year, commencing January 1, 1988. Principal
of thi s Bond sha 11 be payable to the regi stered owner hereof
(the Holder), upon its presentation and surrender, at the
principal corporate office of InterFirst Bank Fort Worth, N.A.,
Fort Worth, Texas (the Paying Agent/Registrar). Interest
shall be payable to the Holder 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 fifteenth day of the month next preceding each
Interest Payment Date. All payments of principal of 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 and shall be
made by the Paying Agent/Registrar by check sent on or prior to
the appropriate date of payment by United States Mail, first
class postage prepaid, to the Holder at the address appearing
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 hereof.
SECTION 9: Definitions. For all purposes of this
Ordinance and in particular for clari ty with respect to the
issuance of the Bonds herein authorized and the pledge and
appropriation of revenues to the payment of the Bonds, the
following words and terms, whenever the same appear herein
without qualifying language, are defined to mean as follows:
Additional Parity Obligations - Bonds, notes,
warrants, certificates of obligation or other
evidences of indebtedness which the City reserves the
right to issue 0 r enter into, as the case may be, in
the future under the terms and conditions provided in
Section 18 of this Ordinance and which are equally and
ratably secured by a first lien on and pledge of the
Net Revenues of the System.
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0-87-640
07~6k
Average Annual Debt Service Requirement - That
average amount which, at the time of computation, will
be required to pay the Debt Service on all Outstanding
Obligations Similarly Secured when due and derived by
dividing the total of such Debt Service by the number
of Fiscal Years then remaining before final maturity.
Capi ta lized interest payments provided from bond
proceeds shall be excluded in making the
aforementioned computation.
Bonds - The "City of Colleyville, Texas Waterworks
and Sewer System Revenue Bonds, Series 1987", dated
March 1, 1987, authorized by this Ordinance.
City - The City of Colleyville,
County of Tarrant, Texas.
in
located
the
Closing Date - The date of
Initial Bonds for payment
Purchasers thereof.
physical
in full
delivery
by the
of the
initial
Debt Service - As of- any particular date of
computation, with respect to any obligations and wi th
respect to any period, the aggregate of the amounts to
be paid or set aside by the City as of such date or in
such period for the payment of the principal of,
premium, if any, and interest (to the extent not
capitalized) on such obligations; assuming, in the
case of obligations without a fixed numerical rate,
that such obligations bear interest at the maximum
rate permitted by the terms thereof and further
assuming in the case of obligations required to be
redeemed or prepaid as to principal prior to maturity,
the principal amounts thereof will be redeemed prior
to maturity in accordance with the mandatory
redemption provisions applicable thereto.
Fi seal Year - The twelve month accounting period
used by the City in connection with the operation of
the System which may be any twelve consecutive month
period established by the City.
Government Obligations - Direct obligations of the
United States of America, including obligations the
principal of and interest on which are unconditionally
guaranteed by the United States of America, and United
States Treasury obligations such as its State and
Local Government Series in book-entry form.
Gross Revenues - All income, receipts and revenues
of every nature derived or received from the operation
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0-87-640
o 7 5 I> l<.
and ownership (excluding refundable meter deposits,
restricted gifts and grants in aid of construction) of
the System, including earnings and income derived from
the investment or deposit of moneys in any special
funds or accounts created and established for the
payment and security of the Obligations Similarly
Secured and other obligations payable solely from and
secured only by a lien on and pledge of the Net
Revenues of the System.
Holder or Holders The registered owner, whose
name appears in the Security Register, for any Bond.
Maintenance and Operating Expenses - All current
expenses of operating and maintaining the System as
authorized by the provisions of Texas Revised Civil
Statutes Annotated Article 1113, as amended, including
but not limited to, all salaries, labor, materials,
repairs and extensions necessary to render efficient
service; provided, however, that only such repairs and
extensions, as in the judgment of the City Council,
reasonably and fairly exercised, are necessary to
maintain the operations and render adequate service to
the City and the inhabitants thereof, or such as might
be necessary to meet some physical accident or
condition which would otherwise impair obligations
payable from Net Revenues shall be deducted in
determining Net Revenues. Depreciation charges shall
not be considered Maintenance and Operating Expenses.
Maintenance and Operating Expenses shall include
payments under contracts for the purchase of water
supply, treatment of sewage or other materi als, goods
or services for the System to the extent authorized by
law and the provisions of such contract.
Net Revenues - Gross Revenues of the System, with
respect to any period, after deducting the System's
Maintenance and Operating Expenses during such period.
ObI igations Simi larly Secured - Collectively, the
Bonds, the Previous ly I ssued Bonds and any Addi t iona I
Parity Obligations, which shall be parity obligations
being equally and ratably secured by and payable from
a lien on and pledge of the Net Revenues of the System.
Outstanding - When used in this
respect to any Bonds means, as of
determination, all Bonds theretofore
delivered under this Ordinance, except:
Ordinance with
the date of
issued and
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0-87-640
075&k
1. those Bonds theretofore cancelled by the
Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
2. those Bonds for which payment has been
duly provided by the City in accordance with the
provisions of Section 33 of this Ordinance by the
irrevocable deposit with the Paying
Agent/Registrar, or an authorized escrow agent,
of money or Government Obligations, or both, in
the amount necessary to fully pay the principal
of, premium, if any, and interest thereon to
maturity or redemption, as the case may be,
provided that, if such Bonds are to be redeemed,
notice of redemption thereof shall have been duly
given pursuant to this Ordinance or irrevocably
provided to be given to the satisfaction of the
Paying Agent/Registrar, or waived; and
3. those Bonds that have been mutilated,
destroyed, lost, or stolen and replacement Bonds
have been registered and delivered in lieu
thereof as provided in Section 29 of this
Ordinance.
Previously Issued Bonds - shall mean the Outstanding
and unpaid revenue bonds of the City payable from and
equally and ratably secured by a first lien on and
pledge of the Net Revenues of the System, identified
as follows:
1. City of Colleyville, Texas Waterworks
and Sewer System Revenue Bonds, Series 1975,
dated January I, 1975, and originally issued in
the principal amount of $2,000,000; and
2. City of Colleyville, Texas Waterworks
and Sewer System Revenue Bonds, Series 1975-A,
dated July I, 1975, and originally issued in the
principal amount of $250,000; and
3. City of Colleyville, Texas Waterworks
and Sewer System Revenue Bonds, Series 1981,
dated April I, 1981, and originally issued in the
principal amount of $1,400,000.
Required Reserve Amount - The amount required to be
deposited and maintained in the Reserve Fund under the
provisions of Section 14 of this Ordinance.
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O-R7-640
Required ! Reserve Fund Deposi ts - shall mean the
monthly deposits required to be deposited and
maintained in the Reserve Fund under the provisions of
Section 14 of this Ordinance.
System - All properties, facilities and plants
currently owned, operated and maintained by the Ci ty
for the supply, treatment and transmission of treated
potable water, for the collection and treatment of
waste water and for the distribution of natural gas,
together with all future extensions, improvements,
replacements and additions thereto; provided, however,
that notwithstanding the foregoing, and to the extent
now or hereafter authorized or permitted by law, the
term System shall not mean to include facilities of
any kind which are declared not to be a part of the
System and which are acquired or constructed by or on
behalf of the City with the proceeds from the issuance
of Special Facilities Bonds, which are hereby
defined as 'being special revenue Obligations of the
City which are not payable from Net Revenues but which
are payable from and secured by other liens on and
pledges of any revenues, sources or payments, not
pledged to the payment of the Bonds including, but not
limited to, special contract revenues or payments
received from any other legal entity in connection
with such facilities.
SECTION 10: Pledge of Net Revenues. That the Ci ty
hereby covenants and agrees that the Net Revenues of the
System, wi th the exception of such Net Revenues in excess of
the amounts required for the payment and security of the
Obligations Similarly Secured, are hereby irrevocably pledged,
to the payment and security of the Obligations Similarly
Secured including the establishment and maintenance of the
special funds created and established for the payment and
security thereof, all as hereinafter provided; and it is hereby
ordained that the Obligations Similarly Secured, and the
interest thereon, shall constitute a first and prior lien on
the Net Revenues of the System and be valid and binding without
any physical delivery thereof or further act by the City, and
the lien created hereby on the Net Revenues of the System for
the payment and security of the Obligations Similarly Secured
shall be prior in right and claim as to any other indebtedness,
liability or obligation of the City or the System.
SECTION 11: Rates and Charges. That, for the benefit
of the Holders of the Bonds and in addition to all provisions
and covenants in the laws of the State of Texas and in this
Ordinance, the City hereby expressly stipulates and agrees,
while any of the Bonds are Outstanding, to establish and
Q7S6k
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~
maintain rates and charges for facilities and
by the System that are reasonably expected,
available information and experience and with
cont ingencies, to produce Gross Revenues in
sufficient:
services afforded
on the basis of
due allowance for
each Fiscal Year
A. To pay Maintenance and Operating Expenses,
depreciation charges and replacement and betterment costs, and
B. To produce Net Revenues sufficient to pay the
principal of and interest on the Obligations Similarly Secured
and the amounts requi red to be depos i ted in any reserve or
contingency fund created for the payment and security of the
Obligations Similarly Secured, and any other obligations or
evidences of indebtedness issued or incurred that are payable
only from and secured solely by a lien on and pledge of the Net
Revenues of the System.
C. Any other legally incurred indebtedness payable
from the revenues of the System and/or secured by a lien on the
System.
SECTION 12: Waterworks and Sanitary Sewer System
Fund. The City hereby covenants, agrees and reaffirms its
covenants to the Holders of the Previously Issued Bonds that
the Gross Revenues of the System shall be deposited, as
collected and received, into a separate account (previously
created, established and to be maintained wi th a deposi tory
bank of the City) known as the City of Colleyville, Texas
Waterworks and Sanitary Sewer System Fund (herein called the
System Fund) and that the Gross Revenues of the System shall
be kept separate and apart from all other funds of the City.
All Gross Revenues deposited into the System Fund shall be
pledged and appropriated to the extent required for the
following uses and in the order of priority shown:
FIRST: To the payment of all necessary and reasonable
Maintenance and Operating Expenses as defined herein
or required by statute to be a first charge on and
claim against the Gross Revenues of the System.
SECOND: To the payment of the amounts requi red to be
deposited into the Interest and Sinking Fund
(hereinafter defined) created and established for the
payment of the Debt Service on each of the Obligations
Similarly Secured as the same become due and payable.
THIRD: To the payment of the amounts requi red to be
deposited into the Reserve Fund (hereinafter defined)
to establish and maintain the Required Reserve Amount
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07S6k.
0-87-640
in accordance with the provisions of this Ordinance or
any other ordinance relating to the issuance of
Obligations Similarly Secured.
Any Net Revenues
satisfying the foregoing
sufficient provision for
appropriated and used for
hereafter permitted by law.
remaining in the System Fund after
payments, or making adequate and
the payment thereof, may be
any other City purpose now or
SECTION 13: Interest and Sinking Fund. For purposes
of providing funds to pay the principal of and interest on the
Obligations Similarly Secured as the same become due and
payable, the City agrees to maintain, at the depository bank of
the City, a separate and special account or fund to be created
and known as the "City of Colleyville, Texas Waterworks and
Sani tary Sewer System Revenue Bonds, Series 1987 Interest and
Sinking Fund" (the Interest and Sinking Fund). The City
covenants that there shall be deposi ted into the Interest and
Sinking Fund prior to each principal and interest. payment date
from the available Net Revenues an amount equal to one hundred
per centum (100%) of the amount required to fully pay the
interest on and the principal of the Bonds then falling due and
payable, such deposi ts to pay maturing principal and accrued
interest on the Bonds to be made in substantially equal monthly
installments on or before the fifteenth day of each month,
beginning on or before the fifteenth day of the month next
following the delivery of the Bonds to the initial
purchaser(s) . If the Net Revenues in any month are
insufficient to make the required payments into the Interest
and Sinkin Fund, then the amount of any deficiency in the
payment sha 11 be added to the amount otherwi se requi red to be
paid into the Interest and Sinking Fund in the next month.
The required monthly deposits to the Interest and
Sinking Fund for the payment of principal of and interest on
the Bonds sha 11 cont inue to be made as hereinabove provided
until such time as (i) the total amount on deposit in the
Interest and Sinking Fund and Reserve Fund is equal to the
amount required to fully pay and discharge all Outstanding
Obligations Similarly Secured (principal and interest) or,
(ii) the Bonds are no longer Outstanding.
Accrued interest and premium, if any, received from
the initial purchaser(s) of the Bonds, shall be taken into
consideration and reduce the amount of the monthly deposi ts
hereinabove required to be deposited into the Interest and
Sinking Fund from the Net Revenues of the System.
Additionally, any proceeds of the Bonds not required to
complete the improvements and extensions to be made to the
System shall be deposited into the Interest and Sinking Fund
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O-R7-n40
and may be taken into consideration and reduce the amount of
monthly deposits required to be deposited into the Interest and
Sinking Fund from the Net Revenues of the System.
SECTION 14: Reserve Fund. For purposes of
accumulating and maintaining funds as a reserve for the
payment of the Obligations Similarly Secured, the City agrees,
covenants and reaffirms its covenants to the Holders of the
Previously Issued Bonds to maintain a separate and special fund
or account known as the "City of Colleyville, Texas Waterworks
and Sanitary Sewer System Revenue Bond Reserve Fund (the
Reserve Fund), and all fund~ deposited therein (excluding
earnings and income derived or received from deposits or
investments which may be transferred to the System Fund
established in Section 12 of this Ordinance during such periods
as there is on deposit in the Reserve Fund the Required Reserve
Amount) shall be used solely for the payment of the principal
of and interest on the Obligations Similarly Secured, when and
to the extent other funds available for such purposes are
insuf f icient, and, in addi t ion, may be used to ret i re the last
Stated Maturity or interest on the Obligations Similarly
Secured that remain Outstanding.
In accordance with the provisions of the ordinance
authorizing the issuance of the Previously Issued Bonds, the
amount currently on deposit in the Reserve Fund is $ 144,375.48 .
By reason of the issuance of the Bonds, the total amount
required to be accumulated and maintained in the Reserve Fund
sha 11 be and is hereby increased to the sum of $ 319,458.00 (the
Required Reserve Amount), which amount equals the Average
Annual Debt Service Requirement (calculated on a Fiscal Year
basis) for the Bonds and the Previously Issued Bonds now
Outstanding. Beginning on or before the fifteenth day of the
month next following the delivery of the Bonds and on or before
the fifteenth day of each following month until the Required
Reserve Amount has been accumulated in the Reserve Fund, the
City covenants and agrees to deposit to the Reserve Fund from
the Net Revenues of the Sys tern an amount equa 1 to $ *( see note)
being the Required Reserve Fund Deposit.
As and when Additional Parity Obligations are
delivered or incurred, the Required Reserve Amount shall be
increased, if requ ired, to an amount equa 1 to not less than the
Average Annual Debt Service Requirement (calculated on a Fiscal
Year basis) for all Obligations Similarly Secured then
Outstanding, as determined on the date the Additional Parity
Obligations are delivered or incurred, as the case may be. Any
additional amount required to be maintained in the Reserve Fund
shall be so accumulated by the deposit of the necessary amount
of the proceeds of the issue or other available monies, in the
Reserve Fund immediately after the delivery of the then
*Note:
Beginning 4/15/87
10/15/91
$2200 per month until 9/15/91
$ 845 per month until 3/15/96
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() I) r. \.;
O-R7-640
proposed Additional Pari ty Obligations, or, at the option of
the City, by the deposit of monthly installments, made on or
before the fifteenth day of each month following the month of
delivery of the then proposed Additional Parity Obligations, of
not less than 1/120th of the additional amount to be maintained
in the Reserve Fund by reason of the issuance of the Additional
Parity Obligations then being issued (or 1/120th of the balance
of the addi tional amount not deposi ted immediately in cash),
thereby ensuring the accumulation of the appropriate Required
Reserve Amount.
When and so long as the cash and investments in the
Reserve Fund total not less than the Required Reserve Amount,
no depos its need be made to the credit of the Reserve Fund;
but, if and when the Reserve Fund at any time contains less
than the Required Reserve Amount as the result of the issuance
of Additional Parity Obligations as provided in the preceding
paragraph) , the City covenants and agrees to cure the
deficiency in the Required Reserve Amount by resuming the
Required Reserve Fund Deposits to said Fund from the Net
Revenues of the System, such monthly deposits to be in amounts
equal to not less than 1/60th of the Required Reserve Amount
covenanted by the City to be mainta ined in the Reserve Fund
wi th any such deficiency payments being made on or before the
fifteenth day of each month until the Required Reserve Amount
covenanted by the City to be maintained in said Fund has been
fully restored. The City further covenants and agrees that,
subj ect only to the payments to be made to the Interest and
Sinking Fund, that the Net Revenues shall be applied and
appropriated and used to establish and mainta in the Requi red
Reserve Amount and to cure any deficiency in such amounts as
required by the terms of this Ordinance and any other ordinance
pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the
Required Reserve Amount, the City may, at its option, withdraw
all surplus monies in the Reserve Fund in excess of the
Required Reserve Amount and deposit such surplus in the System
Fund. The City hereby designates its depository bank or banks
as the custodian of the Reserve Fund.
Monies in the Reserve Fund, at the option of the City,
may be invested in direct obligations of the United States of
America having maturities not in excess of ten (10) years from
the date of making such investment, which securi ties sha 11 be
deposited and held by the City's depository bank, and if at any
time uninvested funds sha 11 be insufficient to permi t payment
of principal of or interest on the Obligations Similarly
Secured when needed for the purpose, said bank shall promptly
and timely sellon the open market such amount of securities as
is required to pay the interest on andlor principal when due,
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07S6k
0-87-640
and shall give notice thereof to the City. : Any money resulting
f rom the maturity of principal and interest of the securi ties
in which the Reserve Fund is invested may be reinvested or
accumulated in said Reserve Fund and shall be considered a part
thereof, and used for and only for the purposes specified
herein with respect to said Reserve Fund.
SECTION 15: Deficiencies - Excess Net Revenues.
A. If on any occasion there shall not be sufficient
Net Revenues of the System to make the required deposi ts into
the Interest and Sinking Fund and the Reserve Fund, then such
deficiency shall be cured as soon as possible from the next
available unallocated Net Revenues of the System, or from any
other sources avai lable for such purpose, and such payments
sha 11 be in addition to the amounts requi red to be paid into
said Funds during such month or months.
Interest
required
issuance
Revenues
purpose.
B. Subj ect to making the requi red depos its to the
and Sinking Fund and the Reserve Fund when and as
by this Ordinance, or any ordinance authorizing the
of Additional Parity Obligations, the excess Net
of the System may be used by the City for any lawful
SECTION 16: Payment of Bonds. While any of the Bonds
are Outstanding, the City's Treasurer shall cause to be
transferred to the Paying Agent/Registrar therefor, from funds
on deposit in the Interest and Sinking Fund, and, if necessary,
in the Reserve Fund, amounts sufficient to fully pay and
discharge promptly each installment of interest on and
principal of the Bonds as such installment accrues or matures;
such transfer of funds must be made in such manner as will
cause immediately avai lable funds to be depos i ted wi th the
Paying Agent/Registrar for the Bonds at the close of the
business day next preceding the date a Debt Service payment is
due on the Bonds.
SECTION 17: Investments. Monies held in the Reserve
Fund shall be invested in the manner provided in Section 14 of
this Ordinance. Monies held in any other Fund established
pursuant to this Ordinance may, at the option of the Ci ty, be
placed in time deposits or certificates of deposit secured (to
the extent not insured by the Federal Deposit Insurance
Corporation) by obligations of the type hereinafter described,
or be invested, including investments held in book-entry form,
in direct obligations of the United States of America,
obligations guaranteed or insured by the United States of
America, which, in the opinion of the Attorney General of the
United States, are backed by its full faith and credit or
represent its general obligations, or invested in indirect
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O-R7-640
obligations of the United States of America, including, but not
limited to, evidences of indebtedness issued, insured or
guaranteed by such governmental agencies as the Federal Land
Banks, Federal Intermediate Credit Banks, Banks for
Cooperatives, Federal Home Loan Banks, Government National
Mortgage Association, Farmers Home Administration, Federal Home
Loan Mortgage Association, Federal Housing Association, or
Participation Bonds in the Federal Assets Financing Trust;
provided that all such deposits and investments shall be made
in such a manner that the money required to be expended from
any Fund will be available at the proper time or times. Such
investments (except State and Local Government Series
investments held in book entry form, which shall at all times
be valued at cost) shall be valued in terms of current market
value within 45 days of the close of each Fiscal Year and, with
respect to investments held for the account of the Reserve
Fund, within 30 days of the date of passage of each ordinance
authorizing the issuance of Additional Parity Obligations. All
interest and income derived from deposits and investments in
the Interest and Sinking Fund immediately shall be credited to,
and any losses debited to, the Interest and Sinking Fund. All
interest and interest income derived from deposits in and
investments of the Reserve Fund sha 11, subj ect to the
1 imi tat ions provided in Section 14 hereof, be credi ted to and
deposited in the System Fund. All such investments shall be
sold promptly when necessary to prevent any default in
connection with the Bonds.
SECTION 18: Issuance of Additional Parity Obligations.
Subject to the provisions hereinafter appearing as to the
conditions precedent which must be satisfied, the City reserves
the right to issue, from time to time as needed, Additional
Parity Obligations for any lawful purpose. The Additional
Parity Obligations, when issued, shall be payable from and
secured by a first lien on and pledge of the Net Revenues of
the System in the same manner and to the same extent as the
Bonds and the Previously Issued Bonds. Such Additional Parity
Obligations may be issued in such form and manner as now or
hereafter authorized by the laws of the State of Texas for the
issuance of evidences of indebtedness or other instruments, and
should new methods or financing techniques be developed that
differ from those now avai lable and in normal use, the Ci ty
reserves the right to employ the same in its financing
arrangements provided only that the following conditions
precedent for the authorization and issuance of any Additional
Parity Obligations are satisfied, to wit:
A. The City is not then in default as to any
covenant, condition or obligation prescribed by the ordinances
authorizing the Obligations Similarly Secured.
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O-R7-640
B. Each of the Funds created and established for the
payment and security of Obligations Similarly Secured contains
the amount of money then required to be on deposit therein.
C. The Net Earnings (hereinafter defined) of the
System for (i) the completed Fiscal Year next preceding the
adoption of an ordinance authorizing the issuance of the
proposed Additional Parity Obligations, or (ii) the twelve (12)
months next preceding the adoption of such ordinance are equal
to at least 1.20 times the Average Annual Debt Service
Requirements of all the Obligations Similarly Secured to be
secured by a first lien on and pledge of the Net ,Revenues of
the System after giving effect to the issuance of the proposed
Additional Parity Obligations, as such Net Earnings are shown
by a report by a Certified Public Accountant or a Licensed
Public Accountant. The term Net Earnings as used in this
Section shall mean the Gross Revenues after deducting
Maintenance and Operating Expenses, but not deducting
depreciation or expenditures which, under standard accounting
practice, should be charged to capital expenditures.
D. The Additional
mature on January 1 of each
scheduled to mature.
Parity
of the
Obligations are
years in which
made
they
to
are
E. The ordinance authorizing issuance of the
Additional Parity Obligations provides for the accumulation in
the Interest and Sinking Fund of amounts sufficient to pay the
Debt Service on such Additional Parity Obligations as the same
mature.
F. The ordinance authorizing the lssuance of
Addi tional Pari ty Obligations provides that the amount to be
accumulated and maintained in the Reserve Fund (inc luding the
amount requi red to be deposi ted therein by the provisions of
this Ordinance) wi 11 be equa 1 to not less than the Aver age
Annual Debt Service Requirement for all Obligations Similarly
Secured which wi 11 be Outstanding after giving effect to the
issuance of the proposed Additional Parity Obligations (such
Average Annual Debt Service Requirement to be calculated on a
Fisca 1 Yea r bas i s as of the da te of the proposed Addi t iona 1
Parity Obligations). Any additional Reserve Fund Amount shall
be required (by such authorizing ordinance) to be accumulated
therein within ten (10) calendar years of the date of issuance
of the proposed Additional Parity Obligations.
SECTION 19: Refunding Bonds. The Ci ty reserves the
right to issue refunding bonds to refund all or any part of the
Outstanding Obligations Similarly Secured, pursuant to any law
then ava i 1 able, upon such terms and condi t ions a s the Ci ty
Council of the City may deem to be in the best interest of the
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L
City and its inhabitants, and if less than all such Outstanding
Obligations Similarly Secured are refunded, the conditions
precedent prescribed, for the issuance of Additional Parity
Obligations, set forth in Section 18 of this Ordinance shall be
satisfied and the Accountant's certificate or opinion required
in subparagraph (C) shall give effect to the Debt Service of
the proposed refunding bonds (but shall not give effect to the
Debt Service of the Obligations Similarly Secured being
refunded following their cancellation or provision being made
for their payment).
SECTION 20: Obligations of Inferior Lien and Pledge.
The City hereby reserves the right to issue, at any time,
obligations payable from and secured by a lien on and pledge of
the Net Revenues of the System, junior and subordinate in rank
and dignity to the lien on and pledge of such Net Revenues
securing the payment of the Obligations Similarly Secured, as
may be authorized by the laws of the State of Texas.
SECTION 21: Security of Funds. That all moneys on
deposit in the funds for which this Ordinance makes provision
(except any portion thereof as may be at any time properly
invested) shall be secured in the manner and to the fullest
extent required by the laws of Texas for the security of public
funds, and moneys on deposi t in such funds shall be used only
for the purposes permitted by this Ordinance.
SECTION 22: Maintenance of System - Insurance. That
the Ci ty covenants, agrees and reaffi rms its covenants to the
Holders of the Previously Issued Bonds that while the Bonds
remain Outstanding, it will maintain and operate the System
wi th all possible efficiency and maintain casualty and other
insurance on the properties of the System and its operations of
a kind and in such amounts customarily carried by municipal
corporations in the State of Texas engaged in a similar type of
business (which may include an adequate program of self
insurance); that it will faithfully and punctually perform all
duties with reference to the System required by the
Constitution and laws of the State of Texas.
SECTION 23: Records and Accounts Annual Audit.
The City covenants, agrees and reaffirms its covenants to the
Holders of the Previously Issued Bonds that so long as any of
the Bonds remain Outstanding, it will keep and maintain
separate and complete records and accounts pertaining to the
operations of the System in which complete and correct entries
shall be made of all transactions relating thereto, as provided
by Texas Revised Civil Statutes Annotated Article 1113, as
amended, or other applicable law. The Holder or Holders of the
Bonds of any duly authorized agent or agents of such Holders
shall have the right to inspect the System and all properties
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0-87-fi40
comprising the same. The City further agrees that following
the close of each Fiscal Year, it will cause an audit of such
books and accounts to be made by an independent firm of
Certified Public Accountants. This audit wi 11 address, at a
minimum, the requirements set forth in the ordinances
authorizing the issuance of the Previously Issued Bonds.
Copies of each annual audit shall be furnished to the Executive
Director of the Municipal Advisory Council of Texas at his
office in Austin, Texas, and, upon written request, to the
initial purchaser of the Bonds and any subsequent Holder
thereof.
SECTION 24: Remedies in Event of Default. That, in
addition to all the rights and remedies provided by the laws of
the State of Texas, the City covenants and agrees particularly
that in the event the City (a) defaults in the payments to be
made to the Interest and Sinking Fund or the Reserve Fund, or
(b) defaults in the observance or performance of any other of
the covenants, conditions or obligations set forth in this
Ordinance, the Holder or Holders of any of the Bonds shall be
entitled to a wri t of mandamus issued by a court of proper
jurisdiction compelling and requiring the governing body of the
City and other officers of the City to observe and perform any
covenant, condition or obligation prescribed in this Ordinance.
No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power
or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right power may be
exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be
cumulative of all other existing remedies and the specification
of such remedies shall not be deemed to be exclusive.
SECTION 25: Special Covenants.
hereby further covenants as follows:
That
the
City
A. That it has the lawful power to pledge the Net
Revenues supporting this issue of Bonds and has lawfully
exercised said powers under the Consti tution and laws of the
State of Texas, including said power existing under Texas
Revised Civil Statutes Annotated Articles 1111 through 1118, as
amended, and Texas Revised Civil Statutes Annotated Article
2368a, as amended.
B. That the Obligations Similarly Secured shall be
equally and ratably secured by a lien on and a pledge of the
Net Revenues of the System in a manner that one bond shall have
no preference over any other bond.
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C. That, other than for the payment of the
Outstanding Obligations Similarly Secured and the "City of
Colleyville, Texas Combination Tax and Junior Lien Revenue
Certificates of Obligation, Series 1982", dated December 1,
1982, in the original principal amount of $400,000, the Net
Revenues of the System have not in any manner been pledged to
the payment of any debt or obligation of the City or of the
System.
D. That, as long as any Obligations Similarly
Secured, or any interest thereon, remain Outstanding, the City
will not sell, lease or encumber the System or any substantial
part thereof (except as provided in Sections 18, 19 and 20 of
this Ordinance), provided that this covenant shall not be
construed to prohibit the sale of such machinery, or other
properties or equipment which has become obsolete or otherwise
unsuited to the efficient operation of the System.
E. That no free serV1.ce of the System shall be
allowed, and should the Ci ty or any of its agents or
instrumentalities make use of the serV1.ces and facilities of
the System, payment of the reasonable value thereof shall be
made by the City out of funds from sources other than the
revenues and income of the System.
F. That to the extent
further covenants and agrees
Obligations Similarly Secured,
Outstanding, no franchise shall
or operation of any competing
systems other than those owned
of any such systems by anyone
prohibited.
that it legally may, the City
that, so long as any of the
or any interest thereon, are
be granted for the installation
waterworks and sanitary sewer
by the City, and the operation
other than the Ci ty is hereby
SECTION 26. Limited Obligations of the City. The
Bonds are limited, special obligations of the City payable
solely from and secured by a lien on and pledge of the Net
Revenues of the System, and the Holders thereof shall never
have the right to demand payment of the principal or interest
on the Bonds f rom any funds r a i sed 0 r to be r a i sed through
taxation by the City.
SECTION 27: 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 mailed, first
class pos t age p repa id, to the add res s 0 f each Ho Ider as it
appears in the Security Register.
neither
In any case where notice to Holders IS
the failure to mail such notice to
given by ma iI,
any particular
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0-87-640
L
Holders, nor any defect in any notice so mailed, shall affect
the sufficiency of such notice with respect to any other
Holders. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder
enti tIed 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 28: Cancellation. All Bonds surrendered for
payment, transfer, exchange, or replacement, if surrendered to
the Paying Agent/Registrar, shall be promptly cancelled by it
and, if surrendered to the City, shall be delivered to the
Paying Agent/Registrar and, if not already cancelled, shall be
promptly cancelled by the Paying Agent/Registrar. The City may
at any time deliver to the Paying Agent/Registrar for
cancellation any Bonds previously certified or registered and
delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly
cancelled by the Paying Agent/Registrar. All cancelled Bonds
held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 29: Mutilated, Destroyed, Lost, and Stolen
Bonds. If (1) any mutilated Bond is surrendered to the Paying
Agent/Registrar, or the City and the Paying AgentlRegistrar
receive evidence to their satisfaction of the destruction,
loss, or theft of any Bond, and (2) there is delivered to the
City and the Paying Agent/Registrar such security or indemnity
as may be required to save each of them harmless, then, in the
absence of notice to the Ci ty or the Paying Agent/Registrar
that such Bond has been acquired by a bona fide purchaser, the
City shall execute and, upon its request, the Paying
AgentlRegistrar shall register and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost, or stolen Bond,
a new Bond of the same Stated Maturity and of like tenor and
principal amount, bearing a number not contemporaneous ly
outstanding.
In case any such mutilated, destroyed, lost, or stolen
Bond has become or is about to become due and payable, the City
in its discretion may, instead of issuing a new Bond, pay such
Bond.
Upon the issuance of any new Bond, or payment in lieu
thereof, under this Section, the City may require payment by
the Holder of a sum sufficient to cover any tax or other
government a 1 cha rge imposed in re 1 at ion the reto and any other
0756k
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O-R7-640
expenses or charges (including attorney's fees and the fees and
expenses of the Paying Agent/Registrar) connected therewith.
Every new Bond issued pursuant to this Section in lieu
of any mutilated, destroyed, lost, or stolen Bond shall
consti tute a replacement of the prior obligation of the Ci ty,
whether or not the mutilated, destroyed, lost, or stolen Bond
shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and
ratably with all other Outstanding Bonds.
The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement and payment of mutilated,
destroyed, lost, or stolen Bonds.
SECTION 30: Sale of the Bonds; Use of Bond Proceeds.
The sale of the Bonds to
(herein referred to as the Purchaser and having all the
rights, benefits, and Obligations of a Holder) at the price of
par plus accrued interest to date of delivery is hereby
confirmed. Delivery of the Bonds shall be made to the
Purchaser as soon as practicable after the adoption of this
Ordinance, upon payment therefor in accordance wi th the terms
of sale.
Proceeds from the sale of the Bonds shall be applied
as follows:
A. Accrued interest and premium,
from the Purchaser shall be deposited into
Sinking Fund.
if
the
any, received
Interest and
B. The balance of the proceeds derived from the sale
of the Bonds (after paying costs of issuance) shall be
deposited into the special construction account or accounts
created for the projects to be constructed with the proceeds of
the Bonds.
SECTION 31: Covenants to Maintain Tax-Exempt Status.
(A) Definitions. When used in this Section, the
fallowing terms have the following meanings:
"Code" means the Internal
1986, as amended by all legislation,
on or before the Closing Date.
Revenue Code of
if any, enacted
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0-87-640
"Costs of Issuance" means all costs incurred in
connection wi th the issuance of the Bonds, including
but not limited to, underwriters' spread, counsel,
financial advisor, rating agency, trustee, paying
agent, certifying and authenticating agent and
accountant fees, printing costs, costs in connection
with any required public approval process, costs of
engineering and feasibility studies related to the
issuance of the Bonds and any other costs so treated
by Treasury Regulations.
"Gros s Proceeds" when used with respect to the
Bonds or any other issue of obligations of the City,
means origina 1 proceeds, amounts received (including
repayments of principal) as a result of investing the
original proceeds of the issue, transferred proceeds,
sinking fund proceeds, amounts invested in a
reasonably requi red reserve or replacement fund,
securities or obligations pledged by the City as
securi ty for payment of debt service on the Bonds or
such other issue, and any other amounts used to pay
debt service on the Bonds or such other issue,
together with earnings from the investment of the
foregoing.
"Investments" means
(1) a share of stock in a corporation or a right
to subscribe for or to receive such a share,
(2) any obligation, including United States
Treasury bonds, notes, and bi lIs and bank
deposits, whether or not certified or interest
bearing, but excluding obligations the interest
on which is, in the opinion of counsel nationally
recognized in the field of municipa 1 bond 1 aw,
excludable from the gross income of any owner
thereof under the Code or the Internal Revenue
Code of 1954, as amended to the date of issuance
of such obligations,
(3) any annuity contract,
payment cont r act acqui red
of the Issuer, or
or any other deferred
to fund an obligation
(4) any other property held for investment.
"Issue Price" means the aggregate
price of each maturity of all the Bonds
Maturity to the public, exclusive of
bondhouses, brokers, dea lers, and s imi la r
initial offering
of such Stated
underwriters,
persons 0 r
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O-R7-640
organizations acting in the capacity of underwriters or
wholesalers or any other similar person who purchases with
an intent to resell the Bonds within six months, at which a
substantial amount of each maturity of the Bonds were sold,
including accrued interest and premium or discount, if
any.
"Net Proceeds" means the proceeds of the Bonds, plus
any amount not received by the Issuer representing Costs of
Issuance, including any discount below the price at which
the Bonds are expected to be sold to the public, but
excluding amounts deposited to any reasonably required
reserve or replacement fund.
"Nonpurpose Investment" means any Investment, other
than an obligation described in Section I03(a) 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.
"Yield" of
(1) any Investment means the discount factor
which, when used in computing the present value on the
acquisition date thereof of all scheduled payments of
principal of and interest on such Investment, results
in an amount equal to the purchase price thereof (but
excluding any commissions), compounding semiannually,
and
(2) the Bonds means the di scount
when used in computing the present
Closing Date of all scheduled payments
and interest on the Bonds, results in
to aggregate Issue Prices of the Bonds
Maturity, compounding semiannually.
factor which,
value on the
of principal of
an amount equal
of each Stated
(B) Not to Cause Interest to Become Taxable. The Ci ty
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 omi tted, respect i vely, would cause the interest on
any Bond to become includable in the gross income, as defined
in section 61 of the Code, of the owner thereof for federal
income tax purposes. without limiting the generality of the
foregoing, unless and until the City shall have received a
wri tten 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.
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0-87-640
(C) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the Ci ty sha 11, at all times prior to the
last Stated Maturity of the Bonds,
(1) exclusively own, operate, and possess all
property the acquisi tion, construction, or improvement of
which is to be financed directly or indirectly wi th Gross
Proceeds and not use or permit the use of Gross Proceeds or
any property acquired, constructed, or improved with Gross
Proceeds in any activity carried on by any person or entity
other than a state or local government, unless such use
is solely as a member of the general public, or
(2) not directly or indirectly impose or accept any
charge or other payment for use of Gross Proceeds or any
property the acquisi tion, construction, or improvement of
which is to be financed directly or indirectly with Gross
Proceeds, other than taxes of general application wi thin
the City or interest earned on investments acqui red with
Gross Proceeds pending application for their intended
purposes, either or both.
(D) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the Ci ty sha 11 not use Gross Proceeds to make or
finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant,
Gross Proceeds are considered to be "loaned" to a person or
enti ty if (1) property acqui red, const ructed, or improved with
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 Gross Proceeds or any
property acquired, constructed, or improved with 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 fina 1 Stated Matur i ty of the Bonds, di rect ly 0 r indi rect ly
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
on the Bonds.
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O-R7-f140
(F) Not Federally' Guaranteed. Except to the extent
permitted by section 149(b) of the Code and the regulations and
rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed
within the meaning of section 149(b) of the Code and the
regulations and rulings thereunder.
(G) Information Report. The City shall timely file the
information requi red by section 149 (e) of the Code with the
Secretary of the Treasury on such form and in such place as
such 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 or except to the extent the
City complies with Subsection (J) of this Section
(1) The City shall account for all Gross Proceeds
(including all receipts, expenditures, and investments
thereof) on its books ~f account separately and apart from
all other funds (and receipts, expenditures, and
investments thereof) and shall retain all records of such
accounting for at least six years after the day on which
the last outstanding Bond is discharged. The City may,
however, to the extent permitted by law, 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 annually, the City shall
calculate, in accordance with rules set forth in section
148(f) of the Code and the regulations and rulings
thereunder, the excess of:
(i) the amount earned on all Nonpurpose Investments
acqui red wi th Gross Proceeds (other than Investments
attributable to an excess described in this paragraph
(2)), over
(ii) the amount which would have been earned if such
Nonpurpose Investments were invested at a rate equal
to the Yield on the Bonds,
plus any income attributable to such excess.
(3) As additional consideration for the purchase of
the Bonds by the initial purchasers thereof and the loan of
the money represented thereby, and in order to induce such
purchase by measures designed to insure the excludabi Ii ty
of the interest thereon from the gross income of the owners
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0-R7-640
L-
thereof for federal income tax purposes, the City shall pay
to the United States the amount described in paragraph (2)
above at the times, in the installments, to the place, in
the manner, and accompanied by such forms or other
information as is or may be required by section l48(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 required
by paragraph (2) and, if such error is made, to discover
and promptly to correct such error wi thin a reasonable
amount of time thereafter, including payment to the United
States of any delinquent amounts owed to it, interest
thereon, and any assessed penalty.
(I) Not to Divert Arbitrage Profits. Except to the extent
permi tted by section 148 of the Code and the regulations and
rulings thereunder, the Ci ty shall not, at any time prior to
the earlier of the Stated Maturity or final payment of the
Bonds enter into any transaction that reduces the amount
required to be paid to the United States pursuant to Subsection
(H) of this Section because such transaction results in a
smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the
Bonds not been relevant to either party.
(J) No Rebate Required.
covenants and duties imposed
(H) of this Section if
The City need not comply with the
by the provisions of Subsection
(1) the City is a governmental unit with general
taxing powers;
(2) 95% of the Net Proceeds
income from the investment thereof
governmental activities of the City;
of the Bonds
will be used
and
for
all
the
(3) the aggregate face amount of all debt obligations
issued or expected to be issued by the City or any
subordinate entity in the calendar year in which the Bonds
are issued (including the Bonds but excluding obligations
to be redeemed wi th proceeds of the Bonds wi thin 90 days
after the date on which the Bonds are to be issued) is not
reasonably expected to exceed $5,000,000; and
(4) the City otherwise satisfies the requirements of
paragraph (4) (c) of section 148(f) of the Code and the
regulations and rulings thereunder.
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0-87-640
(K) Qualified Tax-Exempt Obligations.
designates the Bonds as qual ified tax-exempt
purposes of Section 265(b) of the Code.
The City hereby'
obligations for
SECTION 32: 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, and shall take and
have charge and control of the Bonds pending their approval by
the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Bonds to
the Purchaser.
Furthermore, the Mayor, City Secretary, City Manager, City
Attorney, or Director of Finance, either or all, are hereby
authorized and directed to furnish and execute such documents
relating to the City and its financial affairs as may be
necessary for the issuance of the Bond, the approval of the
Attorney General, and their registration by the Comptroller of
Public Accounts and, together with the City's financial
advisor, bond counsel, and the Paying Agent/Registrar, make the
necessary arrangements for the delivery of the Initial Bond(s)
to the Purchaser and the ini tial exchange thereof for
definitive certificates.
SECTION 33: Satisfaction of Obligation of City. If the
City shall payor cause to be paid, or there shall otherwise be
paid to the Holders, the principal of and interest on the
Bonds, at the times and in the manner stipulated in this
Ordinance, then the pledge of any taxes, or Net Revenues of the
System or other money, securities, and funds pledged under this
Ordinance and a 11 covenants, agreements, and other obI ig at ions
of the Ci ty to the Holders shall thereupon cease, terminate,
and become void and be discharged and satisfied, and the Paying
Agent/Registrar shall pay over or deliver all money held by it
under this Ordinance to the City.
Bonds or principal amount thereof and interest installments
for which money shall have been set aside in full payment to
maturity, or the redemption thereof, and held in trust by the
Paying Agent/ Registrar (through deposi t by the Ci ty of funds
for such payment or otherwise) shall be deemed to have been
paid within the meaning and with the effect expressed above in
this Section. All Outstanding Bonds sha 11 be deemed to have
been paid, prior to their Stated Maturi ty, wi thin the meaning
and with the effect expressed above in this Section if there
shall have been deposited with the Paying AgentlRegistrar
either money in an amount which shall be sufficient, or
Government Securities the principal of and the interest on
which when due will provide money which together with the
o 7 5 6 l<
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money, if any, deposi ted with the Paying Agent/ Registrar at
the same time shall be sufficient, to pay when due the
principal of and interest to become due on such Bonds on and
prior to the Stated Maturity 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. Neither Government
Securities nor money deposited with the Paying Agent/Registrar
pursuant to this Section, nor principal or interest payments on
any such Government Securities, shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the
payment of the principal of and interest on such Bonds. Any
cash received from such principal of and interest on such
Government Securi ties deposi ted wi th the Paying
Agent/Registrar, if not needed for such purpose, shall, to the
extent practicable, be reinvested in Government Securities
(which may be non-interest bearing) maturing at times and in
amounts sufficient to pay when due the principal of and
interest on such Bonds on and prior to the Stated Maturity
thereof, and interest earned from such reinvestments shall be
paid over to the City as received by the Paying
Agent/Registrar, free and clear of any trust, lien, or pledge.
Any payment for Government Securities purchased for the purpose
of reinvesting cash as aforesaid shall be made only against
delivery of such Government Securities.
At such time as all of the Bonds are retired, or provision
1S made for their payment, money in the Bond Fund, if any,
shall be transferred to the System Fund, provided that any
money held by the Paying AgentlRegistrar which has been
provided for the payment of interest or principal and not so
utilized for any reason shall continue to be held by the Paying
AgentlRegistrar for a period of three (3) calendar years, and
if not claimed, the same shall be returned to the System Fund.
SECTION 34: Printed Opinion. That the initial purchaser's
obligation to accept delivery of the Bonds is subject to its
being furnished a final opinion of Fulbright & Jaworski,
Attorneys a t Law, approving such Bonds as to thei r va 1 idi ty,
said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. Printing of a true and
correct copy of said opinion on the reverse side of each of
said Bonds, with appropriate certificate pertaining thereto
executed by facsimile signature of the City Secretary of the
City is hereby approved and authorized.
SECTION 35: Effect of
herein are for convenience
construction hereof.
Headings.
only and
The
shall
Section headings
not affect the
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0-87-640
SECTION 36: Ordinance a Contract Amendments
Outstanding Bonds. The City acknowledges that the covenants and
obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall
constitute a contract with the Holders from time to time,
binding on the City and its successors and ass igns, and sha 11
not be amended or repealed by the City so long as any Bond
remains Outstanding except as permi tted in this Section. The
City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of the Holders,
including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the
written consent of Holders holding a majority in aggregate
principal amount of the Bonds then Outstanding affected
thereby, amend, add to, or rescind any of the provisions of
this Ordinance; provided that, without the consent of all
Holders of Outstanding Bonds, no such amendment, addi tion, or
rescission shall (1) extend the time or times of payment of the
principal of and interest on the Bonds, reduce the principal
amount thereof or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of 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 for consent to any such amendment, addition, or
rescission.
SECTION 37: 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 and the
Holders, any right, remedy, or claim, legal or equitable, under
or by reason of this Ordinance or any provision hereof, this
Ordinance and all its provisions being intended to be and being
for the sole and exclusive benefit of the City and the Holders.
SECTION 38: Inconsistent Provisions. All ordinances and
resolutions, or parts thereof, which are in conflict or
inconsistent wi th 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 ordained herein.
SECTION 39: 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 40: Severability.
Ordinance 0 r the app 1 ica t ion
circumstance shall be held to be
Ordinance and the application
If any
thereof
invalid,
of such
provision of this
to any person or
the remainder of this
provision to other
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0-87-640
Persons and circumstances shall nevertheless be valid, and this
governing body hereby declares that this Ordinance would have
been enacted without such invalid provision.
SECTION 41: Incorporation of Preamble Reci tals. That the
reci tals contained in the preamble hereof are hereby found to
be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the
judgment and findings of the City Council of the City of
Colleyville, Texas.
SECTION 42: Authorization of Paying Agent/Registrar
Agreement. The City Council of the City hereby finds and
determines that it is in the best interest of the City to
authorize the execution of a Paying Agent/Registrar Agreement
in order to properly manage and supervise the flow of funds
mandated by the provisions of this Ordinance. A copy of the
Paying Agent/Registrar Agreement is attached hereto as
Exhibit A and is incorporated by reference to the provisions of
this Ordinance.
SECTION 43: Official Statement. The City ratifies and
confirms its prior approval of the form and content of the
Official Statement prepared in the initial offering and sale of
the Bonds and hereby approves the form and content of any
addenda, supplement, or amendment thereto. The use of such
Official Statement in the reoffering of the Bonds by the
Purchaser is hereby approved and authorized. The proper
officials of the City are hereby authorized to execute and
deliver a certificate pertaining to such Official Statement as
prescribed therein, dated as of the date of payment for and
delivery of the Bonds.
SECTION 44: 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, place, and subject matter of the public business
to be considered at such meeting, including this Ordinance, was
given, all as required by Texas Revised Civil Statutes
Annotated Article 6252-17, as amended.
SECTION 45: Effective Date. This Ordinance shall be in
force and effect from and after its third reading at a
regularly scheduled meeting of the City Council, and it is so
ordained.
FIRST READING on the 2nd day of February, 1987.
SECOND READING on the 17th day of February, 1987.
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0-87-640
THIRD AND FINAL READING, PASSED AND ADOPTED on the 2nd day
of March, 1987.
CITY OF COLLEYVILLE, TE~
9vf. (W If
, Mayor
(CITY SEAL)
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O-R7-640
The foreg~ng Ordin~~ is ~~by approved as to form
by me this, the ~ day of ~, 1987.
~7 r.~
City Attorney
City of Colleyville, Texas
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,0-87 -6LlO
EXHIBIT A
PAYING AGENT/REGISTRAR
AGREEMENT entered into as of March 2, 1987 (this
Agreement), by and between the City of Colleyville, Texas
(the Issuer), and InterFirst Bank Fort Worth, N.A., Fort
Worth, Texas, a national banking association duly organized and
existing under the laws of the Uni ted States of America (the
Bank).
RECITALS OF THE ISSUER
The Issuer has duly authorized and provided for the
issuance of its "CITY OF COLLEYVILLE, TEXAS WATERWORKS AND
SEWER SYSTEM REVENUE BONDS, SERIES 1987" (the Securi ties) ln
an aggregate principal amount of $1,500,000 to be issued as
registered securities without coupons;
All things necessary to make the Securities the valid
obligations of the Issuer, in accordance with their terms, will
be taken upon the issuance and delivery thereof;
The Issuer is desirous that the Bank act as the Paying
Agent of the Issuer in paying the principal, premium (if any)
and interest on the Securities, in accordance with the terms
thereof, and that the Bank act as Registrar for the Securities;
The Issuer has duly authorized the execution and
delivery of this Agreement; and all things necessary to make
this Agreement the valid agreement of the Issuer, in accordance
with its terms, have been done.
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 act
Agent with respect to the Securities, in order to
due, the principal, premium (if any) and interest on
of the Securities to the Holders of the Securities.
as Paying
pay, when
all or any
The Issuer hereby appoints the Bank as Registrar with
respect to the Securities.
. 0-87-640
The Bank hereby accepts its appointment, and agrees to
act as, the Paying Agent and Registrar.
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 hereto for the first year
of this Agreement and thereafter the fees and amounts set forth
in the Bank's current fee schedule then in effect for services
as Paying AgentlRegistrar for municipalities, which shall be
supplied to the Issuer on or before ninety (90) days prior to
the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires, the following terms, whenever the same appears herein
without qualifying language, are defined to mean as follows:
Acceleration Date on any Security means the
date on and after which the principal or any or all
installments of interest, or both, are due and payable
on any Securi ty which has become accelerated pursuant
to the terms of the Security.
Bank Office means the principal corporate trust
office of the Bank set forth on the signature page of
this ag reemen t. The Bank wi 11 not i fy the Issuer, in
writing, of any change in location of the Bank Office.
Bond
ordinance
to which
Secretary
delivered
Resolution means the resolution, order or
of the governing body of the Issuer pursuant
the Securities are issued, certified by the
or any other officer of the Issuer, and
to the Bank.
Fiscal Year means the fiscal year of the Issuer.
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0-87-640
0767K
Holder and Security Holder
Person in whose name a Securi ty is
Security Register.
each means
registered In
a
the
Issuer Request and Issuer Order means a
written request or order signed in the name of the
Issuer by the Mayor or the City Secretary of the
Issuer and delivered to the Bank.
Legal Hol iday means a day on which the Bank is
required or authorized to be closed.
Person means any individual, corporation,
partnership, joint venture, association, joint stock
company, trust, unincorporated organization or
government or any agency or political subdivision of a
government.
Redempt i on Date
Bond to be redeemed
redemption pursuant
Resolution.
with
date
terms
when used
means the
to the
respect to
fixed for
of the
any
such
Bond
Responsible Officer when used with respect to
the Bank means the Cha i rman 0 r Vice-Cha i rman of the
Boa rd of Di recto rs, the Cha i rman or Vice-Cha i rman of
the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other
officer of the Bank customarily performing functions
similar to those performed by any of the above
designated officers and also means, with respect to a
particular corporate trust matter, any other officer
to whom such matter is referred because of his
knowledge of and familiarity with the particular
subject.
Security Register means
by the Bank on behalf of the
registration of Securities
Securities.
a register maintained
Issuer providing for the
and of transfers of
Stated Maturi ty means the date specified In the
Bond Resolution as the fixed date on which the
principal of the Security is due and payable.
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0-87-640
Section 2.02. Other Definitions.
The terms Bank. I s suer and Secur i ty have
meanings assigned to them in the opening paragraph of
Agreement or in the Recitals of the Issuer.
the
this
The term Payi ng
in the performance of
Agreement.
Agent/Registrar
the duties and
refers to
functions
the
of
Bank
this
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Securi ty at its Stated Maturi ty, Redempt ion
Date, if any, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall~ provided adequate
collected funds have been provided to it for such purpose by or
on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount of
interest to be paid each Holder, preparing the checks and
mailing the checks on the payment date, to the Holders of the
Securities on the Record Date, addressed to their address
appearing on the Security Register.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank
principal of and interest on the Securities
specified in the Bond Resolution.
to pay the
at the dates
ARTICLE FOUR
REGISTRAR
Section 4.01. Transfer and Exchange.
The Issuer shall keep at the Bank Office a register
(herein sometimes referred to as the Security Register) in
which, subject to such reasonable written regulations as the
Issuer may prescribe (which regulations shall be furnished the
Bank herewith or subsequent hereto by Issuer Order), the Issuer
shall provide for the registration of the Securities and for
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0-87-640
transfers of Securities. The Bank is hereby appointed
Registrar for the purpose of registering Securities and
transfers of Securities as herein provided. The Bank agrees to
maintain the Security Register while it is Registrar.
Every Security surrendered for transfer or exchange
shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a member
of the National Association of Securities Dealers, in form
satisfactory to the Bank, duly executed by the Holder thereof,
or his agent, duly authorized in writing.
Registrar may request any supporting documentation it
feels necessary to effect are-registration.
Section 4.02. Form of Security Register.
The Bank as Registrar will maintain the records of the
Security Register 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 Register in any form
other than those which the Bank has current ly avai lable and
currently utilizes at the time.
The Securities Register may
form or in any other form capable
written form within a reasonable time.
be maintained in wri tten
of being converted into
Section 4.03. 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 in the Securi ty 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 content of
the Securi ty 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 subpoena or court order. Upon
receipt of a subpoena or court order the Bank will notify the
Issuer so that the Issuer may contest the subpoena or court
order.
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0-87-640
Section 4.04. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it
determines, surrender to the Issuer, Securities in lieu of
which or in exchange for which other Securities have been
issued, or which have been paid.
Section 4.05. 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, and Securities it has delivered upon the transfer
or exchange of any Securities pursuant to Section 4.01.
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 indemni ty sat isf actory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document bel ieved by it to be genuine and to
have been signed or presented by the proper party or parties.
-6-
0767K
0-87-640
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 Securi ties 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 Ho lder. The Bank sha 11 not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security or
other paper or document supplied by Issuer.
(e) The Bank may consul t wi th counsel, and the
written advice of such counselor any opinion of counsel shall
be full and complete authorization and protection with respect
to any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein and ~n the Securities
sha 11 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 Securi ties 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.
Money held by the Bank hereunder need not be
segregated from any other funds provided appropriate trust
accounts are maintained in the name and for the benefit of the
Issuer.
The Bank shall be under no liability for interest on
any money received by it hereunder.
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"
.0-87-640
Any money deposi ted wi th the Bank for the payment of
the principal, premium (if any) or interest on any Security and
remaining unclaimed for three years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Ho lder of such Secur i ty sha 11 therea fter
look only to the Issuer fo r payment thereof, and all 1 i abi 1 i ty
of the Bank with respect to such monies shall thereupon cease.
Section 5.06. Indemnification.
The Issuer agrees, to the extent it legally may, 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 (including its counsel fees) of defending
itself 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, demands or controversy over
its persons as well as funds on deposit, in either the District
Court of Tarrant County, Texas, or the United States Federal
District Court for the Northern District of Texas, waive
personal service of any process, and agree that service of
process by certified or registered mail, return receipt
requested, to the address set forth in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and
the Bank further agree that the Bank has the right to file a
Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement ln
writing signed by both of the parties hereof.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
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0-87-640
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 of this Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein
shall bind its successors and assigns, whether
not.
by the Issuer
so expressed or
Section 6.06. Separability.
In case any provision herein, or application thereof,
shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions or
applications shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Agreement.
Nothing herein,
Person, other than the
hereunder, any benefi t
or claim hereunder.
express or implied, shall glve to any
parties hereto and their successors
or any legal or equitable right, remedy
Section 6.08. Entire Agreement.
This Agreement and the Bond Resolution constitute the
entire agreement between the parties hereto relative to the
Bank acting as Paying Agent/Registrar and if any conflict
exists between this Agreement and the Bond Resolution, the Bond
Resolution shall govern.
Section 6.09. Counterparts.
This Agreement may be executed ln any number of
counterparts, each which shall be deemed an original and all of
which shall constitute one and the same Agreement.
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,0-87-640
Section 6.10. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment of
principal of and interest on the Securities.
This Agreement may be earlier terminated upon 60 days
wr i t ten not ice by ei ther pa rty; provided, however, that this
Agreement may not be terminated (i) by the Bank until a
successor Paying Agent/Registrar that is a national or state
banking institution and a corporation or association organized
and existing under the laws of the united States of America or
of any State which possesses trust powers and is subj ect to
supervision or examination by a federal or state regulatory
agency has been appointed by the Issuer and has accepted such
appointment, or (ii) at any time during which such termination
might, in the judgment of the Issuer, disrupt, delay, or
otherwise adversely affect the payment of the principal,
premium, if any, or interest on the Securities. Prior to
terminating this Agreement the Issuer may reasonably require
the Bank to show that such termination will not occur during a
period described in (ii) above.
The provisions of Section 1.02
shall survive, and remain in full force
the termination of this Agreement.
and of Article Five
and effect following
Section 6.11. Governing Law.
Thi s Ag reement sha 11 be construed in acco rdance wi th
and governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
INTERFIRST BANK FORT WORTH, N.A.
FORT WORTH, TEXAS
By
Name:
Title:
Address:
801 Cherry Street
Fort Worth, Texas 76102
[SEAL]
Attest:
Name:
Title:
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CITY OF COLLEYVILLE, TEXAS
1:1/ W 91Jt;/
~me: .
Title: Mayor
Address: 5400 Bransford
P. O. Box 185
Colleyville, Texas 76034
By
[SEAL]
:(]YaJJ~/o!l2
----
Title: City Secretary
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