HomeMy WebLinkAboutOrdinances (O-11-1791)-03/21/2011ORDINANCE NO. 0-11-1791
AN ORDINANCE authorizing the issuance of "CITY OF COLLEYVILLE,
TEXAS, MUNICIPAL DRAINAGE UTILITY SYSTEM REVENUE
REFLJNDING BONDS, SERIES 2011 "; pledging the revenues of the
Drainage Utility System to the payment of the principal of and interest on
said bonds; providing for the redemption of certain outstanding bonds of
the City; and resolving other matters incident and related to the issuance,
sale, payment and delivery of said bonds, including the approval and
execution of a Paying Agent/Registrar Agreement and a Bond Purchase
Letter; and providing an effective date.
WHEREAS, the City Council of the City of Colleyville, Texas (the "City") has
heretofore issued, sold, and delivered, and there is currently outstanding obligations totaling in
original principal amount $1,510,000 of the following issue or series, to wit: City of Colleyville,
Texas, Municipal Drainage Utility System Revenue Refunding and Improvement Bonds, Series
2001, dated February 1, 2001, being the bonds scheduled to mature on February 15 in each of the
years 2012 through 2021 (the "Refunded Bonds"); and
WHEREAS, pursuant to the provisions of V.T.C.A., Government Code, Chapter 1207, as Y
amended, the City Council is authorized to issue refunding bonds and deposit the proceeds of
sale directly with the place of payment for the Refunded Bonds, or other authorized depository,
and such deposit, when made in accordance with said statute, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Bonds;
and
WHEREAS, the City Council hereby finds and determines that the Refunded Bonds
should be refunded at this time, and such refunding will result in the City saving approximately
$58,987.22 in debt service payments on such indebtedness and further provide present value
savings of approximately $52,552.70; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue
bonds of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $1,550,000 to be designated and bear the title "CITY OF COLLEYVILLE, TEXAS,
MUNICIPAL DRAINAGE UTILITY SYSTET/1 REVENUE REFUNDING BONDS, SERIES
2011" (hereinafter referred to as the "Bonds"), for the purpose of providing funds for the
discharge and final payment of certain outstanding obligations of the City (identified in the
preamble hereof and referred to as the "Refunded Bonds") and to pay costs of issuance, in
accordance with the Constitution and laws of the State of Texas, including V.T.C.A.,
Government Code, Chapter 1207, as amended.
SECTION 2: Full~gistered Obligations - Bond Date - Authorized Denominations-
Stated Maturities - Interest Rate. The Bonds shall be issued as fully registered obligations only,
shall be dated February 15, 2011 (the "Bond Date"), shall be in denominations of $5,000 or any
integral multiple thereof, and shall become due and payable on February 15, 2021 (the "Stated
90347835.1/11013521
Maturity") and bear interest from the date of their delivery to the initial purchasers (anticipated
to be March 17, 2011) until paid at the rate of 3.47% per annum. The amount of interest to be
paid on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months,
and such accrued interest shall be payable on February 15 and August 15 in each year,
commencing August 15, 2011.
SECTION 3: Terms of Payrnent - Paying A~ent/Re 'g~strar. The principal of, premium,
if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, sha11 be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof sha11 be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Frost National Bank, Fort Worth, Texas to serve as
Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payrnent, transfer and exchange of the Bonds (the "Security
Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, as provided herein and in accordance with the terms and provisions of a
"Paying Agent/Registrar Agreement", substantially in the form attached hereto as Eachibit A, and
such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe.
The Mayor and City Secretary are authorized to execute and deliver such Paying Agent/Registrar
Agreement in connection with the delivery of the Bonds. The City covenants to maintain and
provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any
successor Paying Agent/Registrar shall be a commercial bank, trust company, financial
institution or other entity qualified and authorized to serve in such capacity and perform the
duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar
for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each
Holder by United States Mail, first class postage prepaid, which notice shall also give the address
of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds sha11 be payable at the Stated Maturities
or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrax at its designated offices initially in San Antonio, Texas or, with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business day
of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payrnent/Transfer
Office of the Paying AgentlRegistrar is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date sha11 have the same force and effect as if made on the original date payment was due.
90347835.1/11013521 2
In the event of a nonpayrnent of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payrnent date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds are not subject to redemption prior to maturity
at the option of the City.
(b) Mandatory Redemption. The Bonds sha11 be subject to mandatory redemption in
part prior to maturity at the redemption price of par and accrued interest to the date of
redemption on February 15 in each of the years and in the principal amounts as follows:
Principal
Year Amount
2012 $ 205,000
2013 210,000
2014 220,000
2015 225,000
2016 105,000
2017 110,000
2018 110,000
2019 115,000
2020 125,000
2021 * 125,000
* Stated Maturity.
Approximately forty-five (45) days prior to each mandatory redemption date for the
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Bonds to be redeemed
on the next following February 15 from moneys set aside for that purpose in the Bond Fund (as
hereinafter defined). Any Bonds not selected for prior redemption shall be paid on the date of
their Stated Maturity.
The principal amount of the Term Bonds required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Bonds which, at least 50 days prior to the mandatory redemption date, (1) shall have been
acquired by the City at a price not exceeding the principal amount of such Term Bonds plus
accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions set
forth in paragraph (a) of this Section and not theretofore credited against a mandatory
redemption requirement.
90347835.1/11013521 3
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing
the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount
thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payrnent/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption, and has been called for redemption, and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue from
and after the redemption date therefor; provided moneys sufficient for the payment of such Bond
(or of the principal amount thereof to be redeemed) at the then applicable redemption price are
held for the purpose of such payment by the Paying Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar to the Designated
Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bond referenced in Section 7 hereo~
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more rnew Bonds of authorized denominations and having the same Stated Maturity and of
a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
90347835.1/11013521 4
At the option of the Holder, Bonds (other than the Initial Bond referenced in Section 7
hereo~ may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payrnent/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to ~e "Predecessor Bonds," evidencing all or a portion, as the case may be, of
the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 25 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 6: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officers on the Bonds may be manual
or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were
the proper officers of the City on the Bond Date shall be deemed to be duly executed on behalf
of the City, notwithstanding that one or more of the individuals shall cease to hold such offices at
the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered
in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government
Code, Chapter 1201, as arnended.
90347835.1/11013521 5
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 8(c), manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 8(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
SECTION 7: Initial Bond. The Bonds herein authorized shall be initially issued as a
single fully registered bond in the total principal amount noted in Section 1 and numbered T-1
(hereinafter called the "Initial Bond") and the Initial Bond sha11 be registered in the name of the
Purchaser (defined herein) or the designee thereof. The Initial Bond shall be the Bond submitted
to the Office of the Attorney General of the State of Texas for approval, certified and registered
by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the
Purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar, pursuant
to written instructions from the Purchaser, or the designee thereof, shall cancel the Initial Bond
delivered hereunder and exchange therefor definitive Bonds of authorized denominations,
principal amount and bearing applicable interest rates for transfer and delivery to the Holders
named at the addresses identified therefor; a11 pursuant to and in accordance with such written
instructions from the Purchaser, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require. The Purchaser may elect
to hold the Initial Bond in lieu of a definitive Bond.
SECTION 8: Forms.
(a) Forms Generallv. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds and the Initial Bond shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
90347835.1/11013521 6
(b) Form of Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEYVILLE, TEXAS
MUNICII'AL DRAINAGE UTILITY SYSTEM REVENUE REFUNDING BOND
SERIES 2011
Bond Date: Interest Rate: Stated Maturity
February 15, 2011 3.47% February 15, 2021
Registered Owner:
Principal Amount:
The City of Colleyville (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Tarrant, State of Texas, for value received, acknowledges
itself indebted to and hereby promises to pay to the registered owner named above, or the
registered assigns thereof (the "Registered Owner"), on the Stated Maturity date specified above
the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon
prior redemption), and to pay interest on the unpaid principal amount hereof from the interest
payment date next preceding the "Registration Date" of this Bond appeaxing below (unless this
Bond bears a"Registration Date" as of an interest payment date, in which case it shall bear
interest from such date, or unless the "Registration Date" of this Bond is prior to the initial
interest payment date in which case it shall bear interest from the date of its delivery to the initial
purchasers, March 17, 2011) at the per annum rate of interest specified above computed on the
basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and
August 15 in each year, commencing August 15, 2011. Principal installments of this Bond are
payable in the year of maturity or upon earlier redemption to the registered owner hereof by The
Frost National Bank, Fort Worth, Texas (the "Paying Agent/Registrax"), upon presentation and
surrender, at its designated offices, initially in San Antonio, Texas or, with respect to a successor
Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payrnent/Transfer Office"). Interest is payable to the registered owner of this Bond whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date," which is the last business day of the month next preceding each
interest payrnent date, and interest sha11 be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of the registered owner recorded in
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payrnent 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 Designated Payxnent/Transfer Office of the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date
for such payrnent shall be the next succeeding day which is not such a Saturday, Sunday, legal
90347835.1/11013521 7
holiday, or day on which banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payrnent was due. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection chaxges to the owner hereof and in any coin or currency of the United States of
America which at the time of payrnent is legal tender for the payrnent of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $1,550,000 (herein referred to as the "Bonds") for the puxpose of providing funds for
the discharge and final payment of certain outstanding obligations of the City, and to pay costs of
issuance, under and in strict conformity with the Constitution and laws of the State of Texas and
pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the
"Ordinance").
The Bonds are subject to mandatory redemption prior to maturity with funds on deposit
in the Bond Fund established and maintained for the payment thereof in the Ordinance, and shall
be redeemed in part prior to maturity at the price of par and accrued interest thereon to the date
of redemption, and without premium, on February 15 in each of the yeaxs and in the principal
amounts as follows:
Principal
Year Amount
2012 $ 205,000
2013 210,000
2014 220,000
2015 225,000
2016 105,000
2017 110,000
2018 110,000
2019 115,000
2020 125,000
2021 * 125,000
* Stated Maturity.
The particular Term Bonds to be redeemed on each redemption date shall be chosen by
lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term Bonds
required to be redeemed on a mandatory redemption date may be redueed, at the option of the
City, by the principal amount of Term Bonds which, at least 50 days prior to the mandatory
redemption date, (1) shall have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered
to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the
optional redemption provisions appearing below and not theretofore credited against a
mandatory redemption requirement.
The Bonds are not subject to redemption prior to maturity at the option of the City.
At least thirty days prior to any redemption date of the Bonds, the City shall cause a
written notice of such redemption to be sent by United States Mail, first class postage prepaid, to
90347835.1/11013521 g
the registered owners of each Bond to be redeemed at the address shown on the Security Register
and subject to the terms and provisions relating thereto contained in the Ordinance. If a Bond (or
any portion of its principal sum) shall have been duly called for redemption and notice of such
redemption duly given, then upon such redemption date such Bond (or the portion of its principal
sum to be redeemed) shall become due and payable, and interest thereon shall cease to accrue
from and after the redemption date therefor; provided moneys for the paymerit of the redemption
price and the interest on the principal amount to be redeemed to the date of redemption are held
for the purpose of such payrnent by the Paying Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payrnent of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Faying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Registered Owner of
the unredeemed balance of a Bond redeemed in part.
The Bonds are special obligations of the City, payable solely from and equally and
ratably secured by a first lien on and pledge of the Revenues of the City's Municipal Drainage
Utility System (the "System"). The Bonds do not constitute a legal or equitable pledge, charge,
lien or encumbrance upon any property of the City or the System, except with respect to the
Revenues. The holder hereof shall never have the right to demand payrnent of this obligation out
of any funds raised or to be raised by taxation.
Subject to satisfying the terms and conditions prescribed therefor, the City has reserved
the right to issue additional revenue obligations payable from and equally and ratably secured by
a parity lien on and pledge of the Revenues of the System, in the same manner and to the same
extent as the Bonds.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payrnent/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; a description of and the
nature and extent of the security for the Bonds, including the Revenues pledged to the payment
of the Bonds and the lien and pledge securing the payment of the Bonds; conditions for the
issuance of additional revenue obligations; rights and conditions relating to transferability or
exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; provisions relating to the defeasance and discharge of
the liens, pledges, charges and covenants contained in the Ordinance at or prior to the maturity or
redemption of this Bond; and for other terms and provisions contained therein. Capitalized terms
used herein have the same meanings assigned in the Ordinance.
90347835.1/11013521 9
This Bond, subject to limitations contained in the Ordinance, may be transferred on the
Security Register only upon its presentation and surrender at the Designated Payment/Transfer
Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, may treat the registered
owner hereof whose name appears on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner
entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in
part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of non-payment of interest on a scheduled payrnent date and for thirty (30) days thereafter,
a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and covenanted that the City is a duly organized
and legally existing municipal corporation under and by viriue of the Constitution and laws of
the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the Bonds
to render the same lawful and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and manner as required by the
Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of and interest on the Bonds by a pledge of the Revenues of the System as
aforestated. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
90347835.1/11013521 1 ~
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
COUNTERSIGNED:
City Secretary
(City Seal)
CITY OF COLLEYVILLE, TEXAS
Mayor
(c) Form of Re~istration Certificate of Comptroller of Public Accounts to appear on
Initial Bond onlv.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PLTBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
)
OF PUBLIC ACCOUNTS ) REGISTER NO.
)
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accotints of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
90347835.1/11013521 1 1
(d) Form of Certificate of Paying A e~nt/Registrar to appear on Definitive Bonds
only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the bond or bonds of the above entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in San Antonio, Texas is the
"Designated Fayrnent/Transfer Office" for this Bond.
THE FROST NATIONAL BANK;
Fort Worth, Texas, as Paying Agent/Registrar
Registration date:
(e)
Form of Assignment.
Authorized Signature
By:
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power
of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it appears
on the face of the within Bond in every
particular.
SECTION 9: Definitions. For all purposes of this Ordinance and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
(a) "Act" means Subchapter C of Chapter 552 of the Local Government Code, as
amended.
90347835.1/11013521 12
(b) "Additional Bonds" means revenue bonds or other evidences of indebtedness
issued or entered into, as the case may be, in the future in accordance with the terms and
conditions provided in Section 16 hereof and, by their terms, are equally and ratably secured by a
parity lien on and pledge of the Revenues of the System.
(c) "Average Annual Debt Service" means an amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be paid over a period of
years as the same is scheduled to become due and payable by the number of years taken into
account in determining the total Debt Service. Capitalized interest payments provided from bond
proceeds sha11 be excluded in making the aforementioned computation.
(d) "Bonds" means the $1,550,000 "City of Colleyville, Texas, Municipal Drainage
Utility System Revenue Refunding Bonds, Series 2011" authorized by this Ordinance.
(e) "Bonds Similarly Secured" means collectively, the Bonds and Additional Bonds.
(~ "City" means the incorporated municipality known as the City of Colleyville
located in Tarrant County, Texas.
(g) "Debt Service" means as of any particular date of computation, with respect to
any obligations and with respect to any period, the aggregate of the amounts to be paid or set
aside by the City as of such date or in such period for the payment of the principal of, premium,
if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of
obligations without a fixed numerical rate, that such obligations bear, or would have borne,
interest at the highest rate of (i) the actual rate on the date of calculation, or if the indebtedness is
not yet outstanding, the initial rate (if established and binding), (ii) if the indebtedness has been
outstanding for at least twelve months, the average rate over the twelve months immediately
preceding the date of calculation and (iii) (A) if interest on the indebtedness is excludable from
gross income under the applicable provisions of the Internal Revenue Code, the most recently
published Bond Buyer "Revenue Bond Index" (or comparable index if no longer published) plus
50 basis points, or (B) if interest is not so excludable, the interest rate on direct U. S. Treasury
Obligations with comparable maturities plus 50 basis points; provided, however, that for
purposes of any rate covenant measuring actual debt service during a test period, variable rate
indebtedness shall be deemed to bear interest at the actual rate per annum applicable during the
test period.
(h) "Fiscal Year" means the twelve month financial accounting period used by the
City in connection with the operation of the System which may be any twelve consecutive month
period established by the City.
(i) The term "Government Securities", as used herein, shall mean (i) direct
noncallable obligations of the United States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the United States of America, (ii)
noncallable obligations of an agency or instrumentality of the United States, including
obligations unconditionally guaranteed or insured by the agency or instrumentality and, on the
date of their acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable
90347835.1/11013521 13
obligations of a state or an agency or a county, municipality, or other political subdivision of a
state that have been refunded and that, on the date of their acquisition or purchase by the City,
are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent.
(j) The term "Outstanding", when used in this Ordinance with respect to Bonds
means, as of the date of determination, all Bonds theretofore issued and delivered under this
Ordinance, except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered
to the Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 26 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 25 hereof.
(k) "Revenues" means all income, receipts and revenues of every nature derived or
received from the operation and ownership (excluding restricted gifts, grants in aid of
construction and any axnounts received from drainage charges specifically provided by ordinance
for contribution to the funding of future drainage system construction) of the System, including
earnings and income derived from the- irivestment or deposit of moneys in any special funds or
accounts created and established for the payrnent and security of the Bonds Similarly Secured
and other obligations payable solely from and secured only by a lien on and pledge of the
Revenues of the System.
(1) "Municipal Drainage Utility System" or "System" means all land, easements and
interest in land, together with all structures, equipment and facilities used in draining benefitted
property (within the meaning of the Act), including, but not limited to, bridges, catch basins,
channels, conduits, creeks, culverts, detention ponds, ditches, draws, flumes, pipes, pumps,
sloughs, treatment works, and appurtenances to those items, whether natural or artificial, or using
force or gravity, that are used to draw off surface water from land, carry the water away, collect,
store, or treat the water, or divert the water into natural or artificial watercourses.
SECTION 10: Pled~e. The City hereby covenants and agrees that the Revenues of the
System, with the exception of those in excess of the amounts required for the payment and
security of the Bonds Similarly Secured, are hereby irrevocably pledged, to the payment and
security of the Bonds and Additional Bonds, if issued, including the establishment and
maintenance of the special funds created and established by this Ordinance, all as hereinafter
provided, and it is hereby ordained that such pledge of the Revenues securing the payment of the
Bonds Similarly Secured and interest thereon shall constitute a first lien on such Revenues and
be valid and binding in accordance with the terms hereof without any filing or recording thereof
(except in the official records of the City) or physical delivery of such Revenues or further act by
the City.
90347835.1/11013521 14
SECTION 11: ~stem Fund. The City hereby covenants and agrees that the Revenues of
the System (excluding earnings and income derived from investments held in the Bond Fund)
shall be deposited as collected to the credit of a fund maintained at an official depository of City
funds, and known on the books and records of the City as the "Drainage Utility System Fund"
(herein called the "System Fund"). All revenues deposited in the System Fund shall be pledged
and appropriated to the extent required for the following uses and in the order of priority shown:
First: To the payment of the amounts required to be deposited in the Bond Fund for
the payrnent of Debt Service on the Bonds Similarly Secured as the same
becomes due and payable.
Second: To the payment of the amounts required to be deposited in a reserve fund, if
any, to establish and maintain the required reserve in accordance with the
provisions of any ordinance relating to issuance of Bonds Similarly Secured.
Revenues remaining in the System Fund after satisfying the foregoing payments, or
making adequate and su~cient provision for the payment thereof, may be transferred to the
City's general fund or used for any other purpose now or hereafter permitted by law.
SECTION 12: Bond Fund. For purposes of providing funds to pay the principal of and
interest on the. Bonds Similarly Secured as the same becomes due and payable, the City agrees to
create or maintain a special account on the books and records of the City known as the "City of
Colleyville Drainage Utility System Revenue Bond Interest and Sinking Fund" (the "Bond
Fund"). All monies deposited to the credit of such Fund shall be held in a fund or account
maintained at an official depository of the City. The City covenants that there shall be deposited
into the Bond Fund prior to each principal and interest payment date from the Revenues an
amount equal to one hundred per centum (100%) of the interest on and the principal of the Bonds
then falling due and payable by reason of maturity or redemption, and such deposits to pay
principal and accrued interest on the Bonds shall be made in substantially equal monthly
installments on or before the lOth day of each month, beginning the month next following the
delivery of the Bonds to the initial purchaser(s).
The required monthly deposits to the Bond Fund for the payrnent of principal of and
interest on the Bonds shall continue to be made as hereinabove provided until (i) the total amount
on deposit in the Bond Fund is equal to the amount required to fully pay and discharge all
Outstanding Bonds Similarly Secured (principal and interest) or (ii) the Bonds are no longer
Outstanding.
Premi~n, if any, received from the purchaser(s) of the Bonds, as well as earnings derived
from the investment of moneys in the Bond Fund, shall be deposited to the credit of the Bond
Fund and taken into consideration and reduce the amount of the monthly deposits hereinabove
required to be deposited in the Bond Fund from the Revenues of the System.
SECTION 13: Deficiencies; Excess Revenues.
(a) If on any occasion there shall not be sufficient Revenues of the System to make
the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible
90347835.1/11013521 15
from the next available Revenues of the System, or from any other sources available for such
purpose.
(b) Subj ect to making the required deposits to the Bond Fund in accordance with the
provisions of this Ordinance, or any ordinance authorizing the issuance of Additional Bonds, the
excess Revenues may be transferred to the City's general operating fund or used by the City for
any lawful purpose.
SECTION 14: Pavment of Bonds. While any of the Bonds are Outstanding, the Assistant
City Manager/Chief Financial Officer (or other designated financial officer of the City) shall
cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund,
amounts sufficient to fully pay and discharge promptly as each installment of interest and
principal of the Bonds accrues or matures or comes due by reason of redemption prior to
maturity; such transfer of funds to be made in such manner as will cause immediately available
funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the last
business day next preceding the date of payment for the Bonds.
SECTION 15: Investments - Security of Funds.
(a) Money in any Fund established pursuant to this Ordinance may, at the option of
the City, be invested in funds and obligations authorized and identified in the Public Funds
Investment Act (V.T.C.A., Government Code, Chapter 2256) or other applicable law; provided,
however, the investment of moneys held in the Bond Fund sha11 be restricted to time deposits or
certificates of deposit secured (to the extent not insured by the Federal Deposit Insurance
Corporation) by obligations of the type hereinafter described, or be invested, including
investments held in book entry form, in direct obligations of the United States of America and
obligations guaxanteed or insured by the United States of America, which, in the opinion of the
Attorney General of the United States, are backed by its full faith and credit or represent its
general obligations; provided that all such deposits and investments shall be made in such a
manner that the money required to be expended from any Fund will be available at the proper
time or times. 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. All interest and income derived
from deposits and investments in the Bond Fund immediately shall be credited to, and any losses
debited to, the Bond Fund. All such investments shall be sold promptly when necessary to
prevent any default in connection with the Bonds. 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 deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
(b) To the extent amounts deposited to the credit of any Funds referenced herein are
not invested, such uninvested amounts shall be secured in the manner and to the fullest extent
required by the laws of the State of Texas for the security of public funds.
SECTION 16: Issuance of Additional Bonds. Subject to the provisions hereinafter
appearing as to conditions precedent which must be satisfied, the City reserves the right to issue,
90347835.1/11013521 1 6
from time to time as needed, Additional Bonds for any authorized purpose, including the
issuance of refunding bonds. Such Additional Bonds may be issued in such form and manner as
now or hereafter authorized by the laws of the State of Texas for the issuance of evidences of
indebtedness or other instruments, and should new methods or financing techniques be
developed that differ from those now available and in normal use, the City reserves the right to
employ the same in its financing arrangements provided only that the following conditions
precedent for the authorization and issuance of the same are satisfied, to wit:
(1) The officer of the City then having the primary responsibility for
the financial affairs of the City shall have executed a certificate stating (a) that, to
the best of her knowledge and belief, the City is not then in default as to any
covenant, obligation or agreement contained in any ordinance or other proceeding
relating to any obligations of the City payable from and secured by a lien on and
pledge of the Revenues of the System that would materially affect the security or
payment of such obligations and (b) either (i) payrnents into a11 special Funds
maintained for the payment and security of all outstanding obligations payable
from and secured by a lien on and pledge of the Revenues of the System have
been made and that the amounts on deposit in such special Funds equal or exceed
the amounts then required to be on deposit therein or (ii) the application of the
proceeds of sale of such obligations then being issued will cu~e any such
deficiency.
(2) The Additional Bonds shall be scheduled to mature or be payable
as to principal on February 15 or August 15 (or both) in each year the same are to
be outstanding or during the term thereof.
(3) The City has secured a certificate or opinion of a Certified Public
Accountant to the effect that, according to the books and records of the City, the
Revenues for the last completed Fiscal Year, or for 12 consecutive months out of
the 18 months, immediately preceding the date of issuance of the Additional
Bonds (the date of issuance being the date of delivery of all or a portion of the
Additional Bonds to the initial purchasers) are at least equal to (i) 1.25 times the
Average Annual Debt Service for all Outstanding Bonds Similarly Secured after
giving effect to the issuance of the Additional Bonds then being issued and
(ii) 1.10 times the maximum annual Debt Service payrnent to be paid in a Fiscal
Year for the Outstanding Bonds Similarly Secured after giving effect to the
issuance of the Additional Bonds then being issued. In making a determination of
the Revenues, the Accountant may take into consideration a change in the charges
for services afforded by the System that became effective at least sixty (60) days
prior to the last day of the period for which Revenues are determined and, for
purposes of satisfying the above Revenues test, make a pro forma determination
of the Revenues of the System for the period of time covered by his certification
or opinion based on such change in charges being in effect for the entire period
covered by the certificate or opinion of the Accountant.
SECTI~N 17: Refunding Bonds. The City reserves the right to issue refunding bonds to
refund a11 or any part of the Bonds Similarly Secured (pursuant to any law then available) upon
90347835.1/11013521 1 ~]
such terms and conditions as the City Council of the City may deem to be in the best interest of
the City and its inhabitants, and if less than all such Bonds Similarly Secured then outstanding
are refunded, the conditions precedent prescribed (for the issuance of Additional Bonds) set forth
in subparagraph (3) of Section 16 hereof shall be satisfied and the certificate or opinion of the
Accountant required in subparagraph (3) shall give effect to the Debt Service of the proposed
refunding bonds (and shall not give effect to the Debt Service of the Bonds Similarly Secured
being refunded following their cancellation or provision being made for their payrnent).
SECTION 18: Obligations of Inferior Lien and Pledge. The City hereby reserves the
right to issue obligations payable from and secured by a lien on and pledge of the Revenues of
the System, junior and subordinate in rank and dignity to the lien and pledge securing the
payment of the Bonds Similarly Secured, as may be authorized by the laws of the State of Texas.
SECTION 19: Drainage Charges. For the benefit of the Holders of the Bonds and in
accordance with the provisions of the Act and other applicable laws of the State of Texas, the
City hereby expressly stipulates and agrees, while any of the~$onds are Outstanding, to establish,
maintain and impose drainage charges for services afforded by the System that are reasonably
expected, on the basis of available information and experience and with due allowance for
contingencies, to produce Revenues in each Fiscal Year:
(1) sufficient to pay the principal of and interest on tl~e Bonds
Sunilarly Secured and the amounts required to be deposited in any reserve or
contingency fund created for the payrnent and security of the Bonds Similarly
Secured, and other obligations or evidences of indebtedness issued or incurred
that are payable only from and secured solely by a lien on and pledge of the
Revenues of the System,
(2) in an amount equivalent to at least 1.25 times the annual Debt
Service for the Fiscal Year on the Bonds Similarly Secured then Outstanding, and
(3) to pay all other indebtedness payable from and/or secured in whole
or in part by a lien on and pledge of the Revenues of the System.
SECTION 20: Insurance. In regard to the operations and properties of the System, the
City also agrees to carry and maintain liability and property damage insurance of the kind and in
the amounts customarily carried by municipal corporations in Texas on such kind of properties;
provided, however, the City in lieu of and/or in combination with carrying such insurance may
self insure against such perils and risks by establishing self insurance reserves. Annually each
year not later than the end of each Fiscal Yeax, the City shall prepaxe or cause to be prepared by a
person competent and knowledgeable in such matters a written evaluation of the adequacy of
such self insurance and/or insurance coverage and of any recommended changes in regard to the
City's insurance/self insurance policies, practices and procedures.
SECTION 21: Sale or Lease of Pro~erties. The City, to the extent and in the manner
authorized by law, may sell or exchange for consideration representing the fair value thereof, as
determined by the City Council of the City, any property of the System which is obsolete,
90347835.1/11013521 1 g
damaged or worn out or otherwise unsuitable. The proceeds of any sale of properties of the
System shall be deposited in the System Fund.
SECTION 22: Records and Accounts. The City hereby covenants and agrees that while
any Bonds remain Outstanding, it will keep and maintain separate and complete records and
accounts pertaining to the receipt and disbursement of Revenues of the System in accordance
with generally accepted accounting principles, as well as an inventory or list of System
properties. The Holders of any Bonds or any duly authorized agent or agents of such Holders
shall have the right at all reasonable times to inspect such records, accounts and data relating
thereto and the inventory of System properties. The City further agrees that annually an audit of
the books and accounts of the System shall be made by an independent firm of Certified Public
Accountants. Each such audit, in addition to whatever other matters may be thought proper by
the accountant, shall particularly include the following:
(1) A statement of the receipts and disbursements of the System for
such Fiscal Year.
(2) A balance sheet for the System as of the end of such Fiscal Year.
(3) The Accountant's comments regarding the manner in which the
City has carried out the requirements of this Ordinance and any other ordinance
authorizing the issuance of Additional Bonds and his recommendations for any
changes or improvements in the operations, records and accounts of the System.
Copies of each annual audit shall be furnished, upon written request, to the Holders of the
Bonds. Such required annual audit of the financial records and accounts of the City sha11 be
completed, insofar as possible, within 120 days following the close of each Fiscal Year and may
be a part of the annual audit made of all City records and accounts.
SECTION 23 : Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Revenues of the System to the payment of
the Bonds to the extent provided herein and has lawfully exercised said power under the
Constitution and laws of the State of Texas, including the Act, and that the Bonds issued
hereunder, together with the Additional Bonds, shall be ratably secured in such manner that no
one bond shall have preference over any other bond of said issues.
(b) The Revenues of the System have not been in any manner pledged or encumbered
to the payrnent of any debt or obligation of the City or the System, save and except for the
Refunded Obligations (until defeased with proceeds of the Bonds) and the Bonds.
(c) To exercise and pursue with due diligence available remedies provided by law for
the collection of delinquent drainage charges, including the power under Section 552.050 of the
Act to discontinue all utility services, particularly water and sewer services provided by the City
to a user of benefitted property who is delinquent in the payment of drainage charges.
90347835.1/11013521 19
SECTION 24: Special Obli atg ions. The Bonds are special obligations of the City
payable from the pledged Revenues and the Holders thereof shall never have the right to demand
payment thereof out of funds raised or to be raised by taxation.
SECTION 25: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying AgentJRegistrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Faying Agent/Registrar
hannless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond
mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and sha11 be entitled to all the benefits of this Ordinance equally and ratably with a11
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payrnent of mutilated, destroyed,
lost or stolen Bonds.
SECTION 26: Satisfaction of Obligation of City. If the City sha11 pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and a11 covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with a11 interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities
shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized
escrow agent, which Government Securities have been certified by an independent accounting
firm to mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
90347835.1/11013521 2~
meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying AgentlRegistrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payrnent of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so, deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity or applicable redemption date of the Bonds (for which such moneys were deposited and
are held in trust to pay) sha11 upon the request of the City be remitted to the City against a written
receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the
Paying Agent/Registrar to the City sha11 be subject to any applicable unclaimed property laws of
the State of Texas. ~
SECTION 27: Ordinance a Contract - Amendments - Outstandin~ Bonds. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section. The City may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental
to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal
defect or omission herein. In addition, the City may, with the consent of Holders holding a
majority in aggregate principal amount of the Bonds then Outstanding, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Holders of
Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times
of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal
amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way
modify the terms of payment of the principal of, premiuxn, if any, or interest on the Bonds, (2)
give any pref~rence to any Bond over any other Bond, or (3) reduce the aggregate principal
amount of Bonds required to be held by Holders for consent to any such amendment, addition or
rescission.
SECTION 28: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 28, the following terms have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
90347835.1/11013521 2 1
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of
the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate AmounY' has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation sha11 also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) an~ Investment has the meaning set forth in Section 1.148-
5 of the Regulations and (2) the Bonds has the meaning set forth in Section
1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City sha11 not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in Section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
(c) No Private Use or Private Pa~. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City sha11 at all times prior to the last
Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Bonds), and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Crross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
90347835.1/11013521 22
thereo fl other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Bonds), other
than taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity i£ (1) property acquired; constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Hi er Yield. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
( fl Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of Section
149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitra~e Profits. Except to the extent otherwise provided in Section
148(~ of the Code and the Regulations and rulings thereunder:
(1) The City shall account for a11 Gross Proceeds (including all
receipts, expenditures and investments thereo~ on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereo fl and shall retain all records of accounting for at least six years after the
90347835.1/11013521 23
day on which the last outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other xnoney of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(fl
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Underwriter and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States out of its general fund, other
appropriate fund, or, if permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the Bond Fund, the amount
that when added to the future value of prev'ious rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90%) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by Section 148( fl of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and information as is or may be required by Section 148(~ of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 3(h) of the Regulations.
(i) Not to Divert Arbitra~e Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a laxger 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) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager/Chief Financial Officer and City Secretary, individually
90347835.1/11013521 24
or jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to T~ Exemption or similar or other appropriate certificate, form or document.
(k) Bonds Not Hed~e Bonds. (1) At the time the original obligations being refunded
by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such obligations within three years after such obligations were issued and (2) not
more than 50% of the proceeds of the original obligations being refunded by the Bonds were
invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4
years or more.
(1) Not An Advance Refunding. The Bonds are a current refunding of the Refunded
Bonds in that the Refunded Bonds axe to be paid and redeemed in full within 90 days of the
delivery date of the Bonds.
(m) Qualified Tax-Exempt Obli atg ions. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds
to be "qualified tax-exempt obligations" in that the Bonds are not "private activity bonds" as
defined in the Code and represents the amount of "t~-exempt obligations" (excluding private
activity bonds) to be issued by the City (including all subordinate entities of the City) for the
calendar year 2011 will not exceed $10,000,000.
SECTION 29: Sale of Bonds. The offer of The Frost National Bank, Fort Worth, Texas
(the "Purchaser") to purchase the Bonds in accordance with a purchase letter, dated as of
February 15, 201 l, attached hereto as Exhibit B and incorporated herein by reference as a part of
this Ordinance for all purposes is hereby accepted and the sale of the Bonds to the Purchaser is
hereby approved and authorized. The Mayor or Mayor Pro Tem and City Secretary are hereby
authorized and directed to sign the acceptance clause of said letter for and on behalf of the City
and as the act and deed of this City Council. Delivery of the Bonds to the Purchaser shall occur
as soon as possible upon payment being made therefor in accordance with the terms of sale. The
Initial Bond shall be registered in the name of the Purchaser.
SECTION 30: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchaser.
SECTION 31: Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of (i) $1,511,193.83 shall be deposited with the paying agent for the
Refunded Bonds for the redemption of the Refunded Bonds and (ii) $3,806.17 shall be deposited
to the credit of the Bond Fund. The balance of the proceeds of sale of the Bonds shall be
expended to pay costs of issuance and any excess amount budgeted for such purpose shall be
deposited to the credit of the Bond Fund.
Additionally, on or immediately prior to the date of the delivery of the Bonds to the
Purchaser, the Assistant City Manager/Chief Financial Officer shall cause to be transferred in
90347835.1/11013521 25
immediately available funds to the paying agent for the Refunded Bonds from moneys on deposit
in the interest and sinking funds maintained for the payment of the Refunded Bonds the sum of
$5,969.17 to accomplish the refunding.
SECTION 32: Redem~tion of Refunded Bonds.
(a) The bonds of that series known as "City of Colleyville, Texas, Municipal
Drainage Utility System Revenue Refunding and Improvement Bonds, Series 2001 ", dat~d
February 1, 2001, being the bonds scheduled to mature on February 15 in each of the years 2012
through 2021, and aggregating in the principal amount of $1,510,000, shall be redeemed and the
same are hereby called for redemption on March 21, 2011, at the price of par plus acerued
interest to the date of redemption. The City Secretary is hereby authorized and directed to file a
copy of this Ordinance, together with a suggested form of notice of redemption to be sent to
bondholders, with The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(successor paying agent/registrar to U.S. Trust Company of Texas, N.A.), in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit D and incorporated herein by reference as a part of this
Ordinance for a11 purposes.
(b) The redemption of the Refunded Bonds described above being associated with the
refunding of ~uch Refunded Bonds, the approval, authorization and arrangements herein given
and provided for the redemption of such Refunded Bonds on the redemption dates designated
therefor and in the manner provided shall be irrevocable upon the issuance and delivery of the
Bonds; and the City Secretary is hereby authorized and directed to make all arrangements
necessary to notify the holders of such Refunded Bonds of the City's decision to redeem such
Refunded Bonds on the dates and in the manner herein provided and in accordance with the
ordinances authorizing the issuance of such Refunded Bonds and this Ordinance.
SECT~ON 33: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 34: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The
90347835.1/11013521 26
City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds
previously certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to
the City.
SECTION 35: Legal Opinion. The obligation of the Purchaser to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payrnent for such Bonds. A true and correct reproduction of said
opinion or an executed counterpart thereof is hereby authorized to be printed on definitive
printed Bonds.
SECTION 36: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
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, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
AgentlRegistrar and the Holders.
SECTION 38: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 39: Governin~Law. This Ordinance sha11 be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 40: Effect of Headin~s. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 41: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 42: Severabilitv. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
90347835.1/11013521 27
SECTION 43: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Assistant City Manager/Chief Financial Officer and City Secretary are hereby
expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and on
behalf of the City all agreements, instruments, certificates or other documents, whether
mentioned herein or not, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance and the issuance, sale and delivery of the Bonds. In addition, prior
to the delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City
Manager/Chief Financial Officer or Bond Counsel to the City are each hereby authorized and
directed to approve any changes or corrections to this Ordinance or to any of the documents
authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or
omission in the Ordinance or such other document, or (ii) as requested by the Attorney General
of the State of Texas or his representative to obtain the approval of the Bonds by the Attorney
General. In the event that any officer of the City whose signature shall appear on any document
shall cease to be such officer before the delivery of such document, such signature nevertheless
shall be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery.
SECTION 44: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for a11 purposes as if the same were restated in full in
this Section.
SECTION 45: Public Meetin~. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 46: Effective Date. In accordance with the provisions of V.T.C.A.,
Government Code, Section 1201.028, as amended, this Ordinance shall be in force and effect
from and after its passage on the date shown below and it is so ordained.
[Remainder ofpage left blank intentionallyJ
90347835.1/11013521 2g
FIRST READING, February 9, 2011.
SECOND AND FINAL READING, PASSED AND ADOPTED, February 15, 2011.
(City Seal)
CITY OF COLLEYVILLE, TEXAS
~
David Kelly, Mayor
ATTEST:
~~ ~
C thi Singleton, City Secre ~
APPROVED AS TO FORM:
l! J • ~~
Matthew C.G. Boyle, City Attorney
90347835.1/11013521 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
90347835.1/11013521 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of February 15, 2011 (this "Agreement"), by and
between The Frost National Bank, Fort Worth, Texas, a banking association duly organized and
existing under the laws of the United States of America, or its successors (the "Bank") and the
City of Colleyville, Texas (the "Issuer").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City df
Colleyville, Texas, Municipal Drainage Utility System Revenue Refiinding Bonds, Series 2011",
dated February 15, 2011 (the "Securities"), such Securities scheduled to be delivered to the
initial purchasers thereof on or about March 17, 2011; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrax with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
90370818.1/11013521
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
showr~ in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization ar
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
90370818.1/11013521 2
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" ~means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal ofa Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer" and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
The Frost National Bank
100 West Houston Street, RB-2
San Antonio, Texas 78205
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payrnents of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Pavment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
90370818.1/11013521 3
ARTICLE FOUR
REGISTRAR
Section 4.01 Securitv Re~ister - Transfers and Exchan~es. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of tl~e Securities, the transfer, exchange and replacement of the Securities and the
payrnent of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
electronic or other means and will be capable at a11 times of producing a hard copy of the
Security Register at its Dallas office for use by the Issuer. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or tgansfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Securitv Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
90370818.1/11013521 4
Section 4.04 List of Securitv Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer~ or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroved, Lost or Stolen 5ecurities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
90370818.1/11013521 5
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be fiill and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(~ The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a
facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the
Issuer, the Issuer's financial advisor or other agent as the final closing memorandum or letter.
The Bank sha11 not be liable for any losses, costs or expenses arising directly or indirectly from
the Bank's reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
90370818.1/11013521 6
Section 5.04 Mav Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Monevs Held bv Bank - Paving A~ent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Payments made from
such paying agent account shall be made by check drawn on such account unless the owner of
the Securities shall, at its own expense and risk; request an alternative method of payxnent.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by viriue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Internleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement sha11 constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
90370818.1/11013521 7
Secrion 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payrnents and funds availability,
transfer turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request; demand, authorization, direction, notice, consent,
waiver, or other docuxnent 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 hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severabilitv. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Mer~er, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of the Bank sha11 be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of A~reement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
90370818.1/11013521 g
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which sha11 constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar
within a reasonable time, the Bank may petition a court of competent jurisdiction within the State
of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereo fl, together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[RemaindeY ofpage left blank intentionally~
90370818.1/11013521 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Attest:
Title:
THE FROST NATIONAL BANK,
Fort Worth, Texas
By:
Title:
Address: 4200 South Hulen Street
Fort Worth, Texas 76109
CITY OF COLLEYVILLE, TEXAS
By:
Mayor
Address: 100 Main Street
Colleyville, Texas 76034
Attest:
City Secretary
90370818.1/11013521 S-1
ANNEX A
NONE
90370818.1/11013521 11-1
EXHIBIT B
BOND PURCHASE LETTER
90347835.1/11013521 B-1
[LETTERHEAD OF BANK]
February 15, 2011
Honorable Mayor and City Council
City of Colleyville, Texas
100 Main Street
Colleyville, Texas 76034
Re: $1,550,000 "City of Colleyville, Texas, Municipal Drainage Utility System Revenue
Refunding Bonds, Series 2011", dated February 15, 2011
Ladies and Gentlemen:
The Frost National Bank, Fort Worth, Texas (the "Bank"), hereby offers to purchase
$900,000 in principal amount of "City of Colleyville, Texas, Municipal Drainage Utility System
Revenue Refunding Bonds, Series 2011" (the "Bonds"), at the price of par; such Bonds to
mature on February 15, 2021, in the principal amount of $1,550,000.
We understand that interest on the Bonds will accrue from the date of their initial
delivery (March 17, 2011) at the per annum rate of 3:47% (calculated on the basis of a 360-day
year of twelve 30-day months) and shall be payable on February 15 and August 15 in each year,
commencing August 15, 2011, until maturity or prior redemption.
The Bonds are not subject to redemption prior to maturity at the option of the City of
Colleyville, Texas (the "City"). The Bonds shall be subject to mandatory redemption in part
prior to maturity as described in the ordinance authorizing the issuance of the Bonds adopted by
the City Council of the City on February 15, 2011.
Furthermore, we understand the Bonds will be approved by the Attorney General of
Texas, the City will furnish the Bank with the market opinion of Fulbright & Jaworski L.L.P.,
Bond Counsel to the City, and the Bonds will be available for delivery on or about March 17,
2011.
Additionally, it is our understanding the interest on the Bonds will be excludable from
gross income for federal income tax purposes under existing law and the City will designate the
Bonds as "qualified tax-exempt obligations" in accordance with the provisions of Section 265 of
the Internal Revenue Code of 1986, as amended.
The Bank has been furnished with all necessary information desired for the Bank to make
an informed decision concerning the purchase of the Bonds, and the Bank has made such
inspections and investigations as deemed necessaxy to determine the investment quality of the
Bonds and assess all risk factors associated with the purchase and ownership of the Bonds. The
90370708.1~11013521
Bank has purchased the Bonds for its own account, as evidence of a private placement and
negotiated bank loan (and not on behalf of another), and the Bank has no present intention of
reselling the Bonds or dividing the Bank's interest therein (including participations), either
currently or after the passage of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance; but the Bank reserves the right to
sell, pledge, transfer, convey, hypothecate or dispose of the Bonds at some future date.
Provided, that, in no event will the Bank sell the Bonds to purchasers who are not sophisticated
investors unless an official statement or other disclosure document is prepared with respect to
such sale of the Bonds.
Furthermore, the Bank hereby certifies and represents that (1) the Bonds were issued for
cash and were not publicly offered, (2) the price paid by the undersigned for the Bonds is
$1,550,000, and (3) the undersigned understands that the statements contained herein will be
relied upon by the City in its effort to comply with the conditions imposed by the Internal
Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and Bond
Counsel in rendering their opinion that the interest on the Bonds is excludable from the gross
income of the owners thereof.
90370708.1/11013521
Sincerely,
THE FROST NATIONAL BANK,
Fort Worth, Texas
By:
Title:
90370708.1/11013521
APPROVED AND ACCEPTED by the City Council of the City of Colleyville, Texas,
this the 15~' day of February, 2011. ~
CITY OF COLLEYVILLE, TEXAS
Mayor
ATTEST:
City Secretary
(City Sea1)
90370708.1/11013521
EXHIBIT A
PAYlNG AGENT/REGISTRAR AGREEMENT
90347835.1/11013521 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of February 15, 2011 (this "Agreement"), by and
between The Frost National Bank, Fort Worth, Texas, a banking association duly organized and
existing under the laws of the United States of America, or its successors (the "Bank") and the
City of Colleyville, Texas (the "Issuer").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Colleyville, Texas, Municipal Drainage Utility System Revenue Refunding Bonds, Series 2011",
dated February 15, 2011 (the "Securities"), such Securities scheduled to be delivered to the
initial purchasers thereof on or about March 17, 201 l; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Apuointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing DocumenY' (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Comnensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
90370818.1/11013521
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 a11 purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has becorr~e accelerated pursuant to the terms of the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similax to those performed by any of the above designated
90370818.1/11013521 2
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer" and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Asent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
The Frost National Bank
100 West Houston Street, RB-2
San Antonio, Texas 78205
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payrnents of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Pavment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Docuxnent.
90370818.1/11013521 3
ARTICLE FOUR
REGISTRAR
Section 4.01 Securitv Register - Transfers and Exchan~es. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payrnent of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants its
office in Dallas, Texas will at all times have immediate access to the Security Register by
electronic or other means and will be capable at all times of producing a hard copy of the
Security Register at its Dallas office for use by the Issuer. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Sectiom 4.03 Form of Securitv Re~ister. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
90370818.1/11013521 4
Section 4.04 List of Securitv Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer~or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroved, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
90370818.1/11013521 5
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
repayrnent of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it. •
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
( fl The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, Issuer's financial advisor or other agent. The Bank may act on a
facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the
Issuer, the Issuer's financial advisor or other agent as the final closing memorandum or letter.
The Bank shall not be liable for any losses, costs or expenses axising directly or indirectly from
the Bank's reliance upon and compliance with such instnictions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
90370818.1/11013521 6
Section 5.04 Mav Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Monevs Held bv Bank - Paving A~ent Account/Collateralization. A
paying agent account sha11 at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payrnent of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Payments made from
such paying agent account shall be made by check drawn on such account unless the owner of
the Securities shall, at its own expense and risk; request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by viriue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agrreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
90370818.1/11013521 7
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payrnents and funds availability,
transfer turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be arnended only by an agreement in
writing signed by both of the parties hereta
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request; demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page hereof.
Section 6.04 Effect of I3eadings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Sectioa- 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Mer~er, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of A~reement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire A~reement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
90370818.1/11013521 g
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which sha11 be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payxnent of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party sha11 not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar
within a reasonable time, the Bank may petition a court of competent jurisdiction within the State
of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an eaxly termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereo fl, together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder ofpage left blank intentionaZlyJ
90370818.1/11013521 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Attest:
Title:
By:
Attest:
City Secretary
THE FROST NATIONAL BANK,
Fort Worth, Texas
By:
Title:
Address: 4200 South Hulen Street
Fort Worth, Texas 76109
CITY OF COLLEYVILLE, TEXAS
Mayor
Address: 100 Main Street
Colleyville, Texas 76034
90370818.1/11013521 S-1
Al~TNEX A
NONE
90370818.1/11013521 A-1
EXHIBIT B
BOND PURCHASE LETTER
90347835.1/11013521 B-1
[LETTERHEAD OF BANK]
February 15, 2011
Honorable Mayor and City Council
City of Colleyville, Texas
100 Main Street
Colleyville, Texas 76034
Re: $1,550,000 "City of Colleyville, Texas, Municipal Drainage Utility System Revenue
Refunding Bonds, Series 2011", dated February 15, 2011
Ladies and Gentlemen:
The Frost National Bank, Fort Worth, Texas (the "Bank"), hereby offers to purchase
$900,000 in principal amount of "City of Colleyville, Texas, Municipal Drainage Utility System
Revenue Refunding Bonds, Series 2011" (the "Bonds"), at tlie price of par; such Bonds to
mature on February 15, 2021, in the principal amount of $1,550,000.
We understand that interest on the Bonds will accrue from the date of their initial
delivery (March 17, 2011) at the per annum rate of 3.47% (calculated on the basis of a 360-day
year of twelve 30-day months) and shall be payable on February 15 and August 15 in each year,
commencing August 15, 2011, until maturity or prior redemption.
The Bonds are not subject to redemption prior to maturity at the option of the City of
Colleyville, Texas (the "City"). The Bonds shall be subject to mandatory redemption in part
prior to maturity as described in the ordinance authorizing the issuance of the Bonds adopted by
the City Council of the City on February 15, 2011.
Furthermore, we understand the Bonds will be approved by the Attorney General of
Texas, the City will furnish the Bank with the market opinion of Fulbright & Jaworski L.L.P.,
Bond Counsel to the City, and the Bonds will be available for delivery on or about March 17,
2011.
Additionally, it is our understanding the interest on the Bonds will be excludable from
gross income for federal income tax purposes under existing law and the City will designate the
Bonds as "qualified tax-exempt obligations" in accordance with the provisions of Section 265 of
the Internal Revenue Code of 1986, as amended.
The Bank has been furnished with all necessary information desired for the Bank to make
an informed decision concerning the purchase of the Bonds, and the Bank has made such
inspections and investigations as deemed necessary to determine the investment quality of the
Bonds and assess all risk factors associated with the purchase and ownership of the Bonds. The
90370708.1~11013521
Bank has purchased the Bonds for its own account, as evidence of a private placement and
negotiated bank loan (and not on behalf of another), and the Bank has no present intention of
reselling the Bonds or dividing the Bank's interest therein (including participations), either
currently or after the passage of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance; but the Bank reserves the right to
sell, pledge, transfer, convey, hypothecate or dispose of the Bonds at some future date.
Provided, that, in no event will the Bank sell the Bonds to purchasers who are not sophisticated
investors unless an official statement or other disclosure document is prepared with respect to
such sale of the Bonds.
Furthermore, the Bank hereby certifies and represents that (1) the Bonds were issued for
cash and were not publicly offered, (2) the price paid by the undersigned for the Bonds is
$1,550,000, and (3) the undersigned understands that the statements contained herein will be
relied upon by the City in its effort to comply with the conditions imposed by the Internal
Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and Bond
Counsel in rendering their opinion that the interest on the Bonds is excludable from the gross
income of the owners thereof.
90370708.1/11013521
Sincerely,
THE FROST NATIONAL BANK,
Fort Worth, Texas
By:
Title:
90370708.1/11013521
APPROVED AND ACCEPTED by the City Council of the City of Colleyville, Texas,
this the 15th day of February, 2011.
CITY OF COLLEYVILLE, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
90370708.1/11013521
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF COLLEYVILLE, TEXAS
MUNICIl'AL DRAINAGE UTILITY SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 2001
DATED FEBRUARY 1, 2001
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2012, and aggregating in the principal amount of $1,510,000, have been called for
redemption on March 21, 2011 at the redemption price of par and accrued interest to the date of
redemption, such bonds being identified as follows:
Year of Principal CUSIP Year of Principal CUSIP
Maturity Amount Number Maturitv Amount Number
2012 $195,000 2017 $105,000
2013 $200,000 2018 $110,000
2014 $210,000 2019 $115,000
2015 . $220,000 2020 $125,000
2016 $1 Q0,000 2021 $130,000
ALL SUCH BONDS sha11 become due and payable on March 21, 2011, and interest
thereon sha11 cease to accrue from and after said redemption date and payment of the redemption
price of said bonds shall be paid to the registered owners of the bonds only upon presentation
and surrender thereof to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(successor paying agent/registrar to U.S. Trust Company of Texas, N.A.) at its designated offices
at the following addresses:
First Class/Registered/Certified
Express Delivery/Courier
Bv Hand Onlv
The Bank of New York Mellon
Trust Company, N.A.
Institutional Trust Services
P. O. Box 2320
Dallas, Texas 75221-2320
The Bank of New York Mellon
Trust Company, N.A.
Institutional Trust Services
2001 Bryan Street,
9th Floor
Dallas, Texas 75201
The Bank of New York
Mellon Trust Company, N.A.
Room 234-North Building
Institutional Trust
Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Colleyville, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas
Address: 2001 Bryan Street, l lth Floor
Dallas, Texas 75201
90347835.1/11013521 C-1