HomeMy WebLinkAboutResolution No. 2026-067CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2026- 007
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS RELATING TO THE "THE COLONY
COMMUNITY DEVELOPMENT CORPORATION SALES TAX
REVENUE BONDS, SERIES 202691, INCLUDING THE APPROVAL
OF THE ISSUANCE THEREOF BY THE COLONY COMMUNITY
DEVELOPMENT CORPORATION AND THE APPROVAL OF THE
BOND RESOLUTION TO BE ADOPTED BY THE CORPORATION
AUTHORIZING THE ISSUANCE OF SUCH BONDS; RESOLVING
OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, The Colony Community Development Corporation (the "Corporation") has
been duly created and organized pursuant to the provisions of the Development Corporation Act,
V.T.C.A., Local Government Code, Title 12, Subtitle Cl, as amended (formerly known as the
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6) (the "Act"),
specifically Chapters 501, 502 and 505 of the Local Government Code; and
WHEREAS, the City of The Colony, Texas (the "City") has been authorized by the voters
of the City, pursuant to an election held January 17, 1998, to levy and collect a 1/z of 1% local sales
and use tax for purposes authorized by Chapter 505 of the Act for land, buildings, equipment,
facilities, and improvements required or suitable for use for sports, athletic, entertainment, tourist
convention, and public park purposes and events, including but not limited to community centers,
libraries, and hike and bike trails, and the promotion or development of new or expanded business
enterprises (the "Gross Sales Tax"); and
WHEREAS, the Corporation is empowered to issue bonds for the purpose of defraying
the cost of any "project" pursuant to Chapters 501 and 505 of the Act, and
WHEREAS, the Board of Directors of the Corporation (the "Board") will consider the
issuance of "The Colony Community Development Corporation Sales Tax Revenue Bonds, Series
2026" (the "Bonds") to finance (i) the construction, renovation, improvement, and equipment of
public parks and park facilities for the City of The Colony, Texas, including the renovation of a
recreation center, the construction of pickleball courts, improvements and upgrades to the City's
athletic parks and aquatic park, and the development of trails, playgrounds, and outdoor restrooms
(the "Project"), (ii) the costs of issuance associated with the issuance of the Bonds, and (iii) the
funding of a reserve fund; and
WHEREAS, the Corporation's bylaws provide that no obligations shall be authorized or
sold by the Corporation unless the City Council of the City shall approve the obligations by action
taken no more than sixty (60) days prior to the delivery of the obligations and Section 501.204 of
the Act requires the City Council of the City approve the resolution of the Corporation providing
for the issuance of the Bonds no more than sixty (60) days prior to the delivery of the Bonds;
306855350.3/1001400940
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS:
Section 1: The bond resolution of the Corporation authorizing the issuance of "The Colony
Community Development Corporation Sales Tax Revenue Bonds, Series 2026" (the "Bond
Resolution"), substantially in the form attached hereto as Exhibit A is hereby approved. The
issuance of the Bonds by the Corporation, as described in the Bond Resolution, is hereby approved.
The Bonds are being issued to finance the costs of the Project, which will be located within the
City of The Colony, Texas.
Section 2: The approvals herein given are in accordance with Section 501.204 of the Act and
the Corporation's bylaws, and the Bonds shall never be construed as an indebtedness or pledge of
the City, or the State of Texas (the "State"), within the meaning of any constitutional or statutory
provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds
raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act)
or any other revenues of the Corporation, the City, or the State, except those revenues assigned
and pledged by the Bond Resolution.
Section 3: The City hereby covenants to promptly collect and remit to the Corporation the
one-half of one percent (1/2 of 1%) sales and use tax (the "Gross Sales Tax Revenues," which, as
further defined in the Bond Resolution, excludes taxable sales and transactions occurring within
the Zone and is net of Comptroller charges and retentions) in accordance with the terms of the
Bond Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and
cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed
on behalf of the Corporation. The Sales Tax Remittance Agreement, by and between the
Corporation and the City substantially in the form attached hereto as Exhibit B and incorporated
herein by reference as a part of this Resolution for all purposes, is hereby approved as to form and
content, and such Sales Tax Remittance Agreement, together with such changes or revisions as
may be necessary to comply with Texas law or to carry out the intents and purposes of this
Resolution, is hereby authorized to be executed by the Mayor or other authorized officials of the
City for and on behalf of the City and as the act and deed of this governing body; and such Sales
Tax Remittance Agreement as executed by such officials shall be deemed approved by the City
and constitute the Sales Tax Remittance Agreement herein approved.
Section 4: The Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Director of
Finance and City Secretary of the City are hereby authorized, individually or collectively, to
execute and deliver such endorsements, instruments, certificates, documents, or other papers
necessary and advisable to carry out the intent and purposes of this Resolution and the Bond
Resolution.
Section 5: It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Texas Government Code, Chapter 551, as amended.
Section 6: This Resolution shall be in force and effect from and after its passage on the date
shown below.
306855350.31001400940 2
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306855350.311001400940
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS 15TH DAY OF SEPTEMBER, 2026
kichard Boyer, Ma:
City of The Colony
ATTEST:
G4
Tina Stewart, TRMC, CMC, City Secretary
City of The Colony, Texas
306855350.3/1001400940 [signature page of City Resolution]
EXHIBIT A
BOND RESOLUTION AUTHORIZING THE COLONY COMMUNITY DEVELOPMENT
CORPORATION SALES TAX REVENUE BONDS, SERIES 2026
306855350.3/1001400940 A-1
`►�eSb\V -idn 11D- 004
THE COLONY COMMUNITY DEVELOPMENT CORPORATION
A RESOLUTION authorizing the issuance of "THE COLONY COMMUNITY
DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS,
SERIES 2026"; pledging certain Pledged Revenues of the Corporation,
including Gross Sales Tax Revenues, to the payment of the principal of and
interest on said Bonds; enacting other provisions incident and related to
the issuance, payment, security and delivery of said Bonds, including the
approval of a Paying Agent/Registrar Agreement, a Sales Tax Remittance
Agreement and the approval and distribution of an Official Statement; and
providing an effective date.
WHEREAS, The Colony Community Development Corporation (the "Corporation") has
been duly created and organized pursuant to the provisions of the Development Corporation Act,
V.T.C.A, Local Government Code, Title 12, Subtitle C1, as amended (formerly known as the
Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Article 5190.6) (the "Act"),
specifically Chapters 501, 502, and 505 of the Local Government Code; and
WHEREAS, the City of The Colony, Texas (the "City"), has been authorized by the voters
of the City, pursuant to an election held January 17, 1998, to levy and collect a '/2 of 1 % local
sales and use tax for purposes authorized by Chapter 505 of the Act for land, buildings,
equipment, facilities, and improvements required or suitable for use for sports, athletic,
entertainment, tourist convention, and public park purposes and events, including but not limited
to community centers, libraries, and hike and bike trails, and the promotion or development of
new or expanded business enterprises (the "Gross Sales Tax"); and
WHEREAS, in accordance with, and to the extent required by, Section 505.159 of the Act,
the Corporation held at least one public hearing on the Project before spending money to
undertake the Project; and
WHEREAS, in accordance with Section 505.160 of the Act, notice of the Corporation's
intention to undertake and spend funds on the Project was published on June 24, 2026 in the
Dallas Morning -News, a newspaper of general circulation in the City; and
WHEREAS, no petition from the City's registered voters requesting an election be held
prior to undertaking the Projects has been presented to or filed with the Mayor, City Secretary or
any other official of the City on or prior to the date of the passage of this Resolution; and
WHEREAS, the city council of the City designated a contiguous area as Tax Increment
Reinvestment Zone Number One, City of The Colony, Texas (the "Zone") pursuant to the Tax
Increment Financing Act, Chapter 311, Texas Tax Code, as amended; and
WHEREAS, the Corporation has determined the pledge of the Pledged Revenues should
be limited, in the case of Gross Sales Tax Revenues, only to those revenues collected from within
the City but excluding those taxable sales and transactions that occur within the boundaries of
the Zone; and
WHEREAS, the Board of Directors of the Corporation finds and determines that bonds of
the Corporation in the principal amount of $37,965,000 should be issued and sold to finance (i)
306796300.3/1001400940
construction, renovation, improvement, and equipment of public parks and park facilities for the
City, including the renovation of a recreation center, the construction of pickleball courts,
improvements and upgrades to the City's athletic parks and aquatic park, and the development
of trails, playgrounds, and outdoor restrooms (the "Project") (ii) the costs of issuance associated
with the issuance of the Bonds and (iii) the funding of a reserve fund; and
WHEREAS, the Board of Directors hereby further finds and determines that such revenue
bonds small be payable from certain "Pledged Revenues" (hereinafter defined) of the Corporation,
including sales tax receipts of the Corporation in the manner and to the extent hereinafter
provided; now, therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COLONY COMMUNITY
DEVELOPMENT CORPORATION:
Section 1. Authorization Desi nation Princi al Amount - Pur ose. Bonds of the
Corporation shall be and are hereby authorized to be issued in the aggregate principal amount of
$37,965,000 to be designated and bear the title "THE COLONY COMMUNITY DEVELOPMENT
CORPORATION SALES TAX REVENUE BONDS, SERIES 2026", hereinafter referred to as the
"Bonds", for the purpose of (i) financing costs of the Project, (ii) paying the costs of issuance
associated with the issuance of the Bonds, and (iii) to fund a reserve fund, in conformity with the
Constitution and laws of the State of Texas, including the Act.
Section 2. Full Re istered Obli ations - Authorized Denominations - Stated
Maturities — Bond Date, The Bonds shall be issued as fully registered obligations, without
coupons, shall be dated September 15, 2026 (the "Bond Date"), shall be in denominations of
$5,000 or any integral multiple thereof (within a stated maturity), shall be numbered consecutively
from one (1) upward and shall become due and payable annually on August 15 in each of the
years and in principal amounts (the "Stated Maturities") and bear interest at per annum rates in
accordance with the following schedule:
Year of
Principal
Interest
Maturity
Amount
Rate %
2027
830,000
6.000%
2028
545,000
6.000%
2029
580,000
6.000%
2030
615,000
6.000%
2031
650,000
6.000%
2032
690,000
6.000%
2033
730,000
6.000%
2034
775,000
6.000%
2035
820,000
6.000%
2036
870,000
5.250%
2037
915,000
5.250%
2038
965,000
5.250%
2039
1,015,000
5.250%
2040
1.065,000
5.250%
2041
1,125,000
5.250%
2042
1,180,000
5.250%
2043
1,245,000
5.250%
2044
1; 310,000
5.250%
2045
1,380,000
5.250%
306796300.3/1001400940 2
2046
1,450,000
5.250%
2048
3,130,000
5.000%
2050
3,450,000
5.000%
2052
3,805,000
5.000%
2054
4,195,000
5.000%
2056
4,630,000
5.250%
The Bonds shall bear interest on the unpaid principal amounts from the date of initial
delivery of the Bonds at per annum rates shown above (calculated on the basis of a 360 day
year of twelve 30 day months). Interest on the Bonds shall be payable on August 15 and
February 15 in each year, commencing February 15, 2027, until maturity or prior redemption.
Section 3. Terms of Payment - PaYinq Aent/Re_ isg_trar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of U.S. Bank Trust Company, National Association,
Houston, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, exchange and transfer of
the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the
Corporation by the Paying Agent/Registrar, all as provided herein, in accordance with the terms
and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached
hereto as Exhibit A and such reasonable rules and regulations as the Paying Agent/Registrar
and the Corporation may prescribe. The President and/or Vice President and Secretary of the
Board of Directors of the Corporation are hereby authorized to execute and deliver such Paying
Agent/Registrar Agreement in connection with the delivery of the Bonds. The Corporation
covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid
in full and discharged. Any successor Paying Agent/Registrar shall be a bank, trust company,
financial institution or other entity qualified and authorized to serve in such capacity and perform
the duties and services of Paying Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds, the Corporation agrees to promptly cause a written notice to be
sent to the Holder affected by United States mail, first-class, postage prepaid, which notice shaii
identify and give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon their earlier redemption, only upon presentation and surrender of the Bonds to the Paying
AgentlRegistrar at its designated offices in St. Paul, Minnesota, 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 (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
306796300 3/1001400940 3
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 Payment/Transfer
Office of the Paying AgentlRegistrar is located is authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when such banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date
payment was due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
Corporation. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mail, first-class, postage
prepaid, to the address of each Holder of such maturity or maturities appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
Section 4. Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after August
15, 2037 shall be subject to redemption prior to maturity, at the option of the Corporation, in whole
or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on August 15, 2036 or on any date thereafter at
the redemption price of par plus accrued interest to the redemption date.
At least forty five (45) days prior to a date set for the redemption of Bonds (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the Corporation shail
notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the
principal amount of each Stated Maturity to be redeemed, and the date set for the redemption
thereof. The decision of the Corporation to exercise the right to redeem Bonds shall be entered
in the minutes of the governing body of the Corporation.
(b) Mandatory Redemption. The Bonds having Stated Maturities of August 15 in each
of the years 2048, 2050, 2052, 2054 and 2056 (collectively, the "Term Bonds") shall be subject to
mandatory redemption in part prior to maturity at the price of par plus accrued interest to the
mandatory redemption date on the respective dates and in principal amounts as follows:
Term Bonds Maturing August 15. 2048
RedemIDtion Date Principal Amount ($)
2047
2048*
* stated maturity
1,525,000
1,605,000
306796300.3/1001400940 4
Term Bonds MaturinAu ust 15 2054
Rede m tion Date Principal Amount
2053 2,045,000
2054* 2,150,000
* stated maturity
Term Bonds Maturin Au ust 15 2050
Redemption Date
2049
2050*
* stated maturity
Princi al Amount
1,685,000
1,765,000
Term Bonds M aturing August 15 2052
Redemption Date Principal Amours#
2051 1,855,000
2052* 1,950,000
* stated maturity
Term Bonds Maturin Au ust 15 2056
Redem tion Date
2055
2056*
*stated maturity
Principal Amount
2,255,000
2,375,000
Approximately forty-five (45) days prior to each mandatory redemption date for the Term
Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Terra Bonds within the
applicable Stated Maturity to be redeemed on the next following August 15 from moneys set aside
for that purpose in the Bond Fund (as hereinafter defined). Any Term Bond not selected for prior
redemption shall be paid on the date of their Stated Maturity.
The principal amount of the Term Bonds for a Stated Maturity required to be redeemed on
a mandatory redemption date may be reduced, at the option of the Corporation, by the principal
amount of Term Bonds of like Stated Maturity which, at least 50 days prior to the mandatory
redemption date, (1) shall have been acquired by the Corporation at a price not exceeding the
principal amount of such 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.
(c) Seiection of Bonds for Reomgtion. 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 Bond as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bond by $5,000 and shall select the Bonds 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 Corporation and at the Corporation's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,
the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the
Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and
306796300.3/1001400940 5
payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption and has been called for redemption and notice of redemption
thereof has been duly given or waived as herein provided, such Bond (or the principal amount
thereof to be redeemed) shall become due and payable, and interest thereon shall cease to
accrue from and after the redemption date therefor, provided moneys sufficient for the payment
of such Bond (or of the principal amount thereof tobe redeemed) aAgent/Registrar.tethen applicable
redemption price are held for the purpose of such pay by he Paying g
(e) Conditional Notice of Redem tion. VVth respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Resolution have been
met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds
to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such
notice of redemption, such notice may state that said redemption is conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on
or prior to the date fixed for such redemption. If a conditional notice of redemption is given and
such prerequisites to the redemption are not satisfied or sufficient moneys are not received, such
notice shall be of no force and effect, the Corporation shall not redeem such Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Bonds have not been redeemed.
Section 5. Re istration - 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 registered owner of the Bonds issued under and pursuant to the provisions of
this Resolution. Any Bond may, in accordance with its terms and the terms hereof, be transferred
or exchanged for Bonds of other authorized denominations upon the Security Register by the
Halder, in person or by his duly authorized agent, upon surrender of such gond to the Designated
Payment/Transfer Office of the Paying Agent/Registrar for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Holder or by his duly
authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of a Bond (other than the Initial Bond referenced in Section 8
hereof) at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more
new certificates evidencing the Bonds, in authorized denominations, of like Stated Maturity and
of a like aggregate principal amount as the Bond or Bonds surrendered for transfer shall be
registered and issued to the assignee or transferee of the previous Holders.
At the option of the Holder, Bonds (other than the Initial Bond referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new printed
certificates evidencing the Bonds, executed on behalf of, and furnished by, the Corporation, to
the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
306796300 3/1001400940 6
mail, first-class, postage prepaid, to the Holder and, upon the delivery thereof, the same shall be
valid obligations of the Corporation, evidencing the same obligation to pay, and entitled to the
same benefits under this Resolution, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, Lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 26 hereof and such new replacement
Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen
Bond.
Neither the Corporation nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within forty-five (45) days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond
called for redemption in part.
Section 6. Book -Ent -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Bonds, the Corporation hereby approves and authorizes the use of "Book Entry Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
("DTC'), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the Corporation and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book entry clearance and settlement of securities transactions in
general or the Corporation determines that DTC is incapable of properly discharging its duties
as securities depository for the Bonds, the Corporation covenants and agrees with the Holders
of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates
to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
306796300 3/1001400940 7
Section 7. Execution - Re intra#ion. The Bonds shall be executed on behalf of the
Corporation by either the President or Vice President of the Board of Directors of the Corporation
and attested by the Secretary of the Board of directors of the Corporation. The signature of said
officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who are or were the proper officers of the Corporation on the date of
adoption of this Resolution shall be deemed to be duly executed on behalf of the Corporation,
notwithstanding that such individuals or either of them shall cease to hold such offices at the time
of delivery of the Bonds to the initial purchasers and with respect to Bonds delivered in subsequent
exchanges and transfers.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), executed manually or by facsimile 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 9(d), manually executed by an
authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate upon any Bond duly signed shall be conclusive evidence, and the only evidence, that
such Bond has been duly certified, registered and delivered.
Section 8. 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 shall be registered in the name of the
initial purchaser(s) or the designee thereof. The Initial Bond shall be the Bond submitted to the
Office of the Attorney General of the State of Texas for approval, certified and registered by the
Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial
purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar, pursuant
to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations,
Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery
to the Holders named at the addresses identified therefor, all pursuant to and in accordance with
such written instructions from the initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may reasonably require.
Section 9. Forms.
(a) Forms Generail . The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas (to be printed on the Initial Bond only), the Certificate of
Registration, and the form of Assignment to be printed on each of the Bonds, shall be substantially
in the forms set forth in this Section with such appropriate insertions, omissions, substitutions,
and other variations as are permitted or required by this Resolution and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers Association)
and such legends and endorsements (including insurance legends on insured Bonds and any
reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by
the Board of Directors of the Corporation or determined by the officers executing such Bonds as
evidenced by the execution thereof. Any portion of the text of any Bonds may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Bond.
The Bonds, including the Initial Bond, shall be typewritten, printed, lithographed, or
engraved or produced in any other similar manner, all as determined by the officers executing
such Bands as evidenced by their execution thereof.
306796300.3/1001400940 8
(b) Form of Definitive Bonds.
REGISTERED
REGISTERED
NO. R-_
UNITED STATES OF AMERICA
STATE OF TEXAS
THE COLONY COMMUNITY DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2026
Bond Date: Interest Rate Stated Maturity: CUSIP NO, Delivery Date:
September 15, % August 15, 20_ October 15, 2026
2026
Registered Owner:
Principal Amount:
The Colony Community Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit corporation organized and existing under the laws of the State of
Texas, including Chapters 501, 502, and 505 of the Texas Local Government Code, as amended
(the "Act"), with its principal office located in the City of The Colony, Texas for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, solely from the revenues and sources pledged under
the Resolution identified below, the Principal Amount stated above (or so much thereof as shall
not have been paid upon prior redemption) on the Stated Maturity date specified above, and to
pay interest on the unpaid principal amount hereof from the interest payment date next preceding
the "Registration Date" of this Bond appearing below (unless this Bond bears a "Registration Date"
as of an interest payment date, in which case it shall bear interest from such date, or unless the
"Registration Date" of this Bond is prior to the initial interest payment date in which case it shall
bear interest from the date of initial delivery of the Bonds) at the per annurn rate of interest
specified above; such interest being payable on August 15 and February 15 of each year,
commencing February 15, 2027, until maturity or prior redemption. Principal of this Bond is
payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation
and surrender, at the St. Paul, Minnesota office (the "Designated Payment/Transfer Office") of
U.S. Bank Trust Corn pany, National Association, Houston, Texas (the "Paying Agent/Registrar").
Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as
defined in the resolution hereinafter referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date and interest shall
be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage
prepaid, to the address of the registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the registered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located is authorized by law
or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or coliection charges to the owner hereof and in any coin
306796300.3/1001400940 9
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $37,965,000 (herein referred to as the "Bonds") for the purpose of (i) financing costs of the
Project, as defined in the Resolution, (ii) establishing a reserve fund for the payment of principal
and interest on the Bonds and (iii) paying costs of issuance associated with the issuance of the
Bonds, in conformity with the Constitution and laws of the State of Texas, including the Act, and
pursuant to a Resolution adopted by the governing body of the Corporation (herein referred to as
the "Resolution").
The Bonds maturing on the dates hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Bond Fund established and
maintained for the payment thereof in the Resolution, and shall be redeemed in part prior to
maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium, on the dates and in the principal amounts as follows:
Term Bonds Maturin Au ust 15. 2048
Redemption Date Princi ai Amount
2047 1,525,000
2048* 1,605,000
* stated maturity
Term Bonds Maturing August 15, 2050
Redem tion Date
2049
2050*
* stated maturity
Principal Amount ($)
1,685,000
1,765,000
Term Bonds Maturin Au ust 15 2052
Redemption Date Principal Amount $
2051 1,855,000
2052* 1,950,000
* stated maturity
Term Bonds Maturing August 15, 2054
Redemption Date Princi al Amount
2053 2,045,000
2054* 2,150,000
* stated maturity
Term Bonds Maturing August 15, 2056
Redemption Date
2055
2056*
*stated maturity
Principal Amount $
2,255,000
2,375,000
The particular Term Bonds of a Stated Maturity 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 for a Stated Maturity required to be redeemed on a mandatory redemption date
may be reduced, at the option of the Corporation, by the principal amount of Term Bonds of like
Stated Maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been
306796300.3/1001400940 10
acquired by the Corporation at a price not exceeding the principal amount of such Term Bonds
plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar
for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
appearing below and not theretofore credited against a mandatory redemption requirement.
The Bonds maturing on and after August 15, 2037 may be redeemed prior to their Stated
Maturities, at the option of the Corporation, in whole or in part in principal amounts of $5,500 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar),
on August 15, 2035 or on any date thereafter at the redemption price of par plus accrued interest
thereon to the redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the Corporation
shall cause a written notice of such redemption to be sent by United States mail, first-class,
postage prepaid, to the registered owners of each Bond to be redeemed at the address shown
on the Security Register and subject to the terms and provisions relating thereto contained in the
Resolution. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such Bond
(or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys
for the payment of the redemption price and the interest accrued on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date
on the principal amount hereof redeemed.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the
Resolution for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is tailed for redemption, in whole or in part, the
Corporation and the Paying Agent/Registrar shall not be required to transfer such Bond to an
assignee of the Holder within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Holder of the
unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless certain prerequisites to such
redemption required by the Resolution have been met and moneys sufficient to pay the
redemption price of the Bonds to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption are not satisfied or
sufficient moneys are not received, such notice shall be of no force and effect, the Corporation
shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in
which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable solely from and equally and ratably secured by a pledge of the
"Pledged Revenues" (as defined in the Resolution) received by the Corporation, including the
receipts from a Sales Tax levied for the benefit of the Corporation pursuant to the Act and an
election held in the City. The Bonds do not constitute a legal or equitable pledge, charge, lien or
encumbrance upon any property of the Corporation or the City of The Colony, Texas (the "City")
306796300.3/1001400940 11
except with respect to the "Pledged Revenues". This Bond may not be paid in whole or in part
from any property taxes raised or to be raised by the City and is not a debt of and does not give
rise to a claim for payment against the City, except as to the sales and use tax revenues held by
the City and required under the Act to be paid over to the Corporation. Neither the State of Texas,
the City or any political corporation, subdivision or agency of the State of Texas shall be obligated
to pay this Bond or the interest hereon and neither the faith and credit nor the taxing power of the
State, the City or any other political corporation, subdivision or agency thereof is pledged to the
payment of the principal of and interest on this Bond except as noted alcove.
Subject to satisfying the terms and conditions prescribed therefor, the Corporation has
reserved the right to issue additional revenue obligations payable, in whole or in part, from the
Pledged Revenues and equally and ratably secured in like manner and effect as the Bonds.
Reference is hereby made to the Resolution, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the payment of the Bonds; the rights of Holders of the
Bonds the terms and conditions for the issuance of additional obligations; the terms and
conditions relating to the payment, transfer or exchange of this Bond; the conditions upon which
the Resolution may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the Corporation and the Paying Agent/Registrar; the terms and
provisions upon which the encumbrances, pledges, charges and covenants made therein may be
discharged; and for the other terms and provisions contained therein. Capitalized terms used
herein have the same meanings assigned in the Resolution.
This Bond, subject to certain limitations contained in the Resolution, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
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 Corporation and the Paying Agent/Registrar, and any agent of either, may treat the
registered owner hereof whose name appears on the Security Register (i) on the Record Date as
the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or
in part, and (iii) on any other date as the owner for all other purposes, and neither the Corporation
nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
In the event of non-payment of interest on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Corporation. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States mail,
first-class, postage prepaid, to the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
306796300.3/1001400940 12
It is hereby certified, recited, represented and covenanted that the Corporation is a
non-profit industrial development corporation duly organized and legally existing under and by
virtue of the Constitution and laws of the State of Texas, including the Act; that all acts, conditions
and things required to exist and be done precedent to and in the issuance of the Bonds to render
the same lawful and valid special obligations of the Corporation have been properly done, have
happened and have been performed in regular and due time, form and manner as required by
law; and that due provision has been made for the payment of the principal of and interest on the
Bonds from the sources and in the manner provided in the Resolution. In case any provision in
this Bond or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions and applications shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Resolution shall be construed
in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused this Bond
to be duly executed.
THE COLONY COM
CORPORATION
I ,
P sident, Boar of 1
ATTEST:
Secretary, Bo rd of it ctors
NITY DEVELOPMENT
irectors
(c) Form of Re istration Certificate of Comptroller of Public Accounts to A ear on
Initial Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas-
306796300- 3/1001400940
exas.
306796300.3/1001400940 13
(SEAL)
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Pa in A entlRe istrar tv A ear on definitive Bonds.
REGISTRATION CERTIFICATE OF PAYING AGENTIREGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within -mentioned Resolution and duly approved, or a
Predecessor Bond hereof duly approved, by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar located in St. Paul, Minnesota, is the
"Designated Payment/Transfer Office" for this Bnnd.
Registration date:
(e) Form of Assignment.
U.S. Bank Trust Company, National
Association, Houston, Texas,
as Paying Agent/Registrar
go
Authorized Signature
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
A hb irrevocably constitutes and appoints
the within
Bond and all rights thereunder, an ere y
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
306796300.3/1001400940 14
DATED:
NOTICE: The signature on this
assignment must correspond with the
Signature guaranteed: name of the registered owner as it appears
on the face of the within Bond in every
particular.
(fl The Initial Bond shall be in the form set forth in paragraph b of this Section exce t
that the headin and first ara ra hof the sin le full re istered Initial Bond shall be modified as
follows:
REGISTERED
NO. T-1
UNITED STATES OF AMERICA
STATE OF TEXAS
THE COLONY COMMUNITY DEVELOPMENT CORPORATION
SALES TAX REVENUE BOND
SERIES 2026
Bond Date:
September 15, 2026
REGISTERED
$37,965,000
Registered Owner: TRB CAPITAL MARKETS
Principal Amount: THIRTY SEVEN MILLION NINE HUNDRED SIXTY FIVE THOUSAND
DOLLARS
The Colony Community Development Corporation (hereinafter referred to as the
"Corporation"), a non-profit corporation organized and existing under the laws of the State of
Texas, including Chapters 501, 502, and 505 of the Texas Local Government Code, as amended
(the "Act"), with its principal office located in the City of The Colony, Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, solely from the revenues and sources pledged under
the Resolution identified below, the Principal Amount stated above (or so much thereof as shall
not have been paid upon prior redemption) on August 15 in each of the years and in principal
amounts and bearing interest at the per annum rates in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENT RATE
(Information to be inserted from Section 2 hereof)
(or so much thereof as shall not have been paid upon prior redemption) on the Stated Maturity
date specified above, and to pay interest on the unpaid principal amount hereof from the interest
payment date next preceding the "Registration Date" of this Bond appearing below (unless this
Bond bears a "Registration Date' as of an interest payment date, in which case it shall bear
306796300.3/1001400940 15
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 initial delivery of the Bonds) at
the per annum rate of interest specified above; such interest being payable on August 15 and
February 15 of each year, commencing February 15, 2027, until maturity or prior redemption.
Principal of this Bond is payable at its Stated Maturity or redemption to the registered owner
hereof, upon presentation and surrender, at the St. Paul, Minnesota office (the "Designated
Payment[Transfer Office") of U.S. Bank Trust Company, National Association, Houston, Texas
(the "Paying Agent/Registrar"). Interest is payable to the registered owner of this Bond (or one or
more Predecessor Bonds, as defined in the resolution hereinafter referenced) whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date', which is the last business day of the month next preceding each
interest payment date and interest shall be paid by the Paying Agent/Registrar by check sent
United States mail, first-class, postage prepaid, to the address of the registered owner recorded
in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
when banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located is authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day when such banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due. All payments
of principal of, premium, if any, and interest on this Bond shall be without exchange or collection
charges to the owner hereof and in any coin or currency of the United States of America which at
the time of payment is legal tender for the payment of public and private debts.
Section 10. Definitions. For all purposes of this Resolution and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
"Act" - Chapters 501, 502, and 505 of the Texas Local Government
Code, as amended.
"Additional Obligations" - Bonds, notes or other evidences of
indebtedness which the Corporation reserves the right to issue or enter
into, as the case may be, in the future in accordance with the terms and
conditions provided in Section 18 hereof and which, together with the
Bonds, are equally and ratably secured by a parity pledge of and claim on
the Pledged RevenUes under the terms of this Resolution and a
Supplemental Resolution.
"Average Annual Debt Service" - That amount which, at the time of
computation, is derived by dividing the total amount of Debt Service to be
paid over a period of years as the same is scheduled to become due and
payable by the number of years taken into account in determining the total
Debt Service. Capitalized interest payments provided from proceeds of
borrowings of the Corporation shall be excluded in making the
aforementioned computation.
"Board" - The Board of Directors of the Corporation.
306796300.3/1001400940 16
"Bonds" - "The Colony Community Development Corporation Sales
Tax Revenue Bonds, Series 2026" authorized by this Resolution.
"City" - The City of The Colony, Texas.
"Comptroller" — Comptroller of Public Accounts of the State of
Texas.
"Corporation" — The Colony Community Development Corporation,
a non-profit corporation organized and existing under and pursuant to the
laws of the State of Texas, including the Act and on behalf of the City of
The Colony, Texas.
"Debt Service" - As of any particular date of computation, with
respect to any obligations and with respect to any period, the aggregate of
the amounts to be paid or set aside by the Corporation as of such date or
in such period for the payment of the principal of, premium, if any, and
interest (to the extent not capitalized) on such obligations; assuming, in the
case of obligations without a fixed numerical rate, that such obligations
bear, or would have borne, interest at the maximum legal per annum rate
applicable to such obligations, and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to
maturity, the principal amounts thereof will be redeemed prior to maturity
in accordance with the mandatory redemption provisions applicable
thereto.
"Depository" - A commercial bank or other qualified financial
institution eligible and qualified to serve as the custodian of the
Corporation's monetary accounts and funds.
"Fiscal Year" - The twelve month financial accounting period used
by the Corporation ending September 30 in each year, or such other twelve
consecutive month period established by the Corporation.
"Government Obligations" - (i) direct noncallable obligations of the
United States of America, including obligations the principal of and interest
on which are unconditionally guaranteed by the United States of America,
(ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations unconditionally guaranteed or insured by the
agency or instrumentality and on the date of their acquisition or purchase
by the Corporation are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, (iii)
noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and cn the
date of their acquisition or purchase by the Corporation, are rated as to
investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, and (iv) any other then authorized securities or
obligations under applicable State iaw that may be used to defease
obligations such as the Bonds.
306796300.3/1001400940 17
"Gross Sales Tax Revenues" - All of the revenues or receipts due
or owing to, or collected or received by or on behalf of the Corporation by
the City or otherwise pursuant to the Act and the election held January 17,
1998 with respect to taxable sales and transactions that occur within the
City but excluding those taxable sales and transactions that occur within
the boundaries of the Zone, less any amounts due and owed to the
Comptroller of Public Accounts of the State of Texas as charges for the
collection of the Sales Tax or retention by said Comptroller for refunds and
to redeem dishonored checks and drafts, to the extent such charges and
retention are authorized or required by law.
"Outstanding" - When used in this Resolution with respect to Bonds
or Parity Obligations, as the case may be, means, as of the date of
determination, all Bonds and Parity Obligations theretofore sold, Issued
and delivered by the Corporation, except: those Bonds or Parity
Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such
obligations; those Bonds or Parity Obligations paid or deemed to be paid
in accordance with the provisions of Section 24 hereof or similar provisions
of any Supplemental Resolution authorizing the issuance of Additional
Obligations; or those Bonds or Parity Obligations that have been mutilated,
destroyed, lost, or stolen and replacement obligations have been
registered and delivered in lieu thereof.
"Parity Obligations" - Collectively, the Bonds and Additional
Obligations.
"Pledged Revenues - Collectively (i) Gross Sales Tax Revenues
from time to time deposited or owing to the Pledged Revenue Fund and (ii)
such other money, income, revenue, receipts or other property as may be
specifically dedicated, pledged or otherwise encumbered in a
Supplemental Resolution for the payment and security of Parity
Obligations.
"Supplemental Resolution" -Any resolution of the Board
supplementing this Resolution for the purpose of authorizing and providing
the terms and provisions of the Bonds or Additional Obligations, or
supplementing or amending this Resolution for any other authorized
purpose permitted in Section 18 or 25 hereof, including resolutions
authorizing the issuance of Additional Obligations or pledging and
encumbering income, revenues, receipts or property other than the Gross
Sales Tax Revenues to the payment and security of the Parity Obligations.
Section 11. Pledge. The Corporation hereby covenants and agrees that the Pledged
Revenues, with the exception of those in excess of the amounts required for the payment and
security of the Parity Obligations, are hereby irrevocably pledged to the payment and security of
the Bonds and Additional Obligations, if issued, including the establishment and maintenance of
the special funds created and established in this Resolution and any Supplemental Resolution,
all as hereinafter provided. The Corporation hereby resolves the Parity Obligations shall
constitute a lien on the Pledged Revenues in accordance with the terms of this Resolution and
any Supplemental Resolution, which lien shall be valid and binding and fully perfected from and
306796300 3/1001400940 18
transfer
after the date ofadoption eisafphysical delivery transfer or
i
control of the Pledged Rnue, filing of his Resolution or any otheract;Sall asprovided n
Texas Government Code, Chapter 1208, as amended.
Texas Government Code, Chapter 1208, as amended, applies to the issuance of the
Bands and the pledge of the Pledged Revenues granted by the Corporation under this Section
11, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any
time while the Bonds are Outstanding such that the pledge of the Pledged Revenues granted by
the Corporation under this Section 11 is to be subject to the filing requirements of Texas Business
and Commerce Code, Chapter 9, as amended, then in order to preserve to the registered owners
of the Bonds the perfection of the security interest in said pledge, the Corporation agrees to take
such measuresi# des of Texas rmines are
Bus ne s and Commerce Code, Chapter Texas
9I as amended, and
aw to comply with
the applicable provisions
enable a filing to perfect the security interest in said pledge to occur.
Section 12. Pled ed Revenue Fund and Reserve Fund. The Corporation hereby
agrees and covenants to establish and/or maintain a fund or account at a Depository for the
deposit of the Pledged Revenues as received by the Corporation, which fund or account shall be
known on the books and records of the Corporation as the "Pledged Revenue Fund". All Pledged
Revenues deposited to the credit of such Fund shall be accounted for separate and apart from all
other revenues, receipts and income of the Corporation and, with respect to the Gross Sales Tax
Revenues, the Corporation shall further account for such funds separate and apart from the other
Pledged Revenues deposited to the credit of the Pledged Revenue Fund. All Pledged Revenues
deposited to the credit of the Pledged Revenue Fund shall be appropriated and expended to the
extent required by this Resolution and any Supplemental Resolution for the following uses and in
the order of priority shown:
First: To the payment of the amounts required to be deposited in the Bond
Fund for the payment of Debt Service on the Parity Obligations as the same
becomes due and payable;
Second: To the payment of the amounts required to be deposited in the
Reserve Fund to establish and maintain the Required Reserve in
accordance with the provisions of this Resolution and any Supplemental
Resolution;
Third: To the payment of amounts required to be deposited in any other
fund or account required by any Supplemental Resolution authorizing the
issuance of Parity Obligations; and
Fourth: To any fund or account held at any place or places, or to any
payee, required by any other resolution of the Board which authorized the
issuance of obligations or the creation of debt of the Corporation having a
lien on the Pledged Revenues subordinate to the lien created herein on
behalf of the Parity Obligations.
Any Pledged Revenues remaining in the Pledged Revenue Fund after satisfying the
foregoing payments, or making adequate and sufficient provision for the payment thereof, may
be appropriated and used for any other lawful purpose now or hereafter permitted by applicable
law.
306796300.3/1001400940 19
Section 13. Bond Fund. For the purpose of providing funds to pay the principal of and
interest on Parity Obligations, the Corporation agrees and covenants to maintain a separate and
special account or fund on the books and records of the Corporation known as the "The Colony
Community Development Corporation Debt Service Fund" (the "Bond Fund"), and all monies
deposited to the credit of such Bond Fund shall be held in a special banking fund or account
maintained at a Depository of the Corporation. The Corporation covenants that there shall be
deposited into the Bond Fund prior to each principal and interest payment date from the Pledged
Revenues an amount equal to ane hundred per centum (100%) of the interest on and the principal
of the Bonds then falling due and payable, and such deposits to pay principal and accrued interest
on the Bonds shall be made in substantially equal monthly installments on or before the 25th day
of each month, beginning on or before the 25th day of the month next following the delivery of the
Bonds to the initial purchasers.
The required deposits to the Bond Fund for the payment of principal of and interest on the
Bonds shall continue to be made as hereinabove provided until (i) the total amount on deposit in
the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all
Parity Obligations (principal and interest) then Outstanding or (ii) the Bonds are no longer
Outstanding.
Section 14. Reserve Fund. There shall be established and maintained "The Colony
Community Development Corporation Series 2025 Sales Tax Reserve Fund" (the "Reserve
Fund) for the Bonds for the purposes of (i) finally retiring the last of the Bonds and (ii) paying
principal of and interest on the Bonds in the event moneys on hand in the Bond Fund are
insufficient for such purpose.
The amount to be accumulated in the Reserve Fund shall be equal to not less than the
maximum annual debt service requirement on all outstanding Bonds (the "Required Reserve"),
Upon the initial delivery of the Bonds, the Required Reserve shall be fully funded from proceeds
from the sale of the Bonds or from a surety bond or insurance policy purchased to provide the
Required Reserve. If additional bonds are issued to refund a portion of the then outstanding
Bonds and there is a reduction in the annual debt service of all the Bonds to be outstanding upon
the issuance of the additional bonds, the Required Reserve shall be reduced to reflect the annual
debt service requirements associated with such reduced requirement.
When and so long as the cash and investments in the Reserve Fund andlor coverage
afforded by any surety bond or insurance policy held for the account of the Reserve Fund total
not less than the Required Reserve, no deposits need be made to the credit of the Reserve Fund;
but, if and when the Reserve Fund at any time contains less than the Required Reserve (or so
much thereof as shall then be required to be contained therein if additional bonds have been
issued and the Corporation has elected to accumulate all or a portion of the Required Reserve
with Pledged Revenues), the Corporation covenants and agrees to cause monthly deposits to be
made to the Reserve Fund on or before the 1st day of each month (beginning the month next
following the month the deficiency in the Required Reserve occurred by reason of a draw on the
Reserve: Fund or as a result of a reduction in the market value of investments held for the account
of the Reserve Fund) from Pledged Revenues in an amount equal to either (1) 1/36th of the
Required Reserve until the total Required Reserve then required to be maintained in said Fund
has been fully restored or (2) the amounts to pay principal of and interest on Bonds held by an
insurer, or evidenced by an instrument of assignment entitling an insurer to payment of principal
of and interest on Bonds, as a result of payments or draws made on a surety bond or insurance
policy held for the account of the Reserve Fund and such payments will result in the principal of
306796300.3/1001400940 20
and/or interest on such Bonds to be paid, as well as the restoration and replenishment of the
surety bond or insurance policy coverage representing all or a portion of the Required Reserve.
The Corporation further covenants and agrees that, subject only to the payments to be made to
the Bond Fund, the Pledged Revenues shall be applied and appropriated and used to establish
and maintain the Required Reserve and to cure any deficiency in such amounts as required by
the terms of this Resolution and any other resolution pertaining to the issuance of additional
bonds.
During such time as the Reserve Fund contains the total Required Reserve, the
Corporation may, at its option, withdraw any surplus above the Required Reserve and deposit
such surplus in the Pledged Revenue Fund.
The Corporation has elected to purchase a reserve policy relating to the Bonds from
Assured Guaranty Inc. in accordance with the provisions specified in Exhibit B hereto, which
provisions are approved and incorporated herein for all purposes. In the event of any conflict or
any inconsistency with other provisions of this Resolution, the provisions of Exhibit B shall
control. The Corporation hereby authorizes the President or Vice President of the Board of
Directors or any other officer of the Board of Directors to enter into a surety reserve policy with
Assured Guaranty Inc.
Section 15. Deficiencies. If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Bond Fund or Reserve Fund, such deficiency
shall be cured as soon as possible from the next available Pledged Revenues, or from any other
sources available for such purpose.
Section 16. Payment of Bonds. While any of the Bonds are Outstanding, the
designated financial officer of the Corporation shall cause to be transferred to the Paying
Agent/Registrar, from funds on deposit in the Bond Fund, and, if necessary, in the Reserve Fund,
amounts sufficient to fully pay and discharge promptly as each installment of interest and principal
of the Bonds accrues or matures; such transfer of funds to be made in such manner as will cause
immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the
close of the business day next preceding the date of payment for the Bonds.
Section 17. Investments - Security of Funds. Money in any Fund required to be
maintained pursuant to this Resolution may, at the option of the Corporation, be invested in
obligations and in the manner prescribed by the Public Funds Investment Act (Texas Government
Code, Chapter 2256, as amended), including investments held in book -entry form; provided that
all such deposits and investments shall be made in such a manner that the money required to be
expended from any Fund will be available at the proper time or times. Such investments shall be
valued in terms of current market value within 45 days of the close of each Fiscal Year, and, with
respect to investments held for the account of the Reserve Fund, within 45 days of the date of
passage of each authorizing document of the Board pertaining to the issuance of Additional
Obligations. All interest and income derived from deposits and investments in the Bond Fund
immediately shall be credited to, and any losses debited to, the appropriate account of the Bond
Fund. All interest and income derived from deposits in and investments of the Reserve Fund
shall, subject to the limitations provided in Section 14 hereof, other funds or accounts shall be
credited to and deposited in the Pledged Revenue Fund. All such investments shall be sold
promptly when necessary to prevent any default in connection with the Parity Obligations.
306796300.3/1001400940 21
Money deposited to the credit of the Pledged Revenue Fund, Bond Fund and Reserve
Fund, to the extent not invested and not otherwise insured by the Federal Deposit Insurance
Corporation or similar agency, shall be secured by a pledge of direct obligations of the United
States of America, or obligations unconditionally guaranteed by the United States of America.
Section 18. Issuance of Additional Parity Obligation s. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the Corporation
reserves the right to issue, from time to time as needed, Additional Obligations for any lawful
purpose. Such Additional Obligations may be issued in such form and manner as the Corporation
shall determine, provided, however, prior to issuing or incurring such Additional Obligations, the
following conditions precedent for the authorization and issuance of the same are satisfied, to wit:
(1) The President of the Board executes a certificate stating (A) that, to
the best of such person's knowledge and belief, the Corporation is not then in
default as to any covenant or requirement contained in any resolution authorizing
the issuance of outstanding Parity Obligations and (B) either (1) payments into all
special funds or accounts created and established for the payment and security of
all outstanding Parity Obligations have been made and that the amounts on
deposit in such special funds or accounts are the amounts then required to be on
deposit therein or (2) the application of the proceeds of the sale of such obligations
then being issued will cure any such deficiency;
(2) The "Designated Financial Officer" (meaning the officer or
representative of the Corporation then having the primary responsibility or the
financial affairs of the Corporation) signs and delivers to the Board a written
certificate reflecting that for (i) the Fiscal Year next preceding the adoption of the
resolution authorizing the proposed Additional Obligations or (ii) a consecutive
twelve (12) month period out of the eighteen (18) month period next preceding the
month in which the resolution authorizing the proposed Additional Obligations is
adopted, the Pledged Revenues and interest earnings thereon were equal at least
to 1.25 times the maximum annual debt service requirements on all Parity
Obligations to be outstanding after the issuance of the proposed Additional
Obligations; provided, however, that in the event an increase in the rate of the
Gross Sales Tax becomes effective prior to the date of a resolution authorizing the
issuance of Additional Obligations, such certificate or report shall calculate the
Pledged Revenues for the calculation period as if such increased rate were in
effect during the calculation period; and
(3) The resolution authorizing the Additional Obligations provides that
the Bond Fund be augmented by amounts adequate to accumulate the sum
required to pay the principal and interest on such obligations as the same shall
become due..
Section 19. Refunding Bands. The Corporation reserves the right to issue refunding
bonds to refund all or any part of the Parity Obligations (pursuant to any law then available) upon
such terms and conditions as the Board may deem to be in the best interest of the Corporation,
and if less than all such Parity Obligations then Outstanding are refunded, the conditions
precedent prescribed (far the issuance of Additional Obligations) set forth in Section 18 hereof
shall be satisfied, and shall give effect to the refunding.
306796300.3/1001400940 22
Section 20. Right to Create Subordinate Debt. Except as may be limited by a
Supplemental Resolution, the Corporation shall have the right to issue or create any debt payable
from or secured by a lien on all or any part of the Pledged Revenues for any lawful purpose
without complying with the provisions of Section 18 or 19 hereof, provided the pledge and the lien
securing such debt is subordinate to the pledge and lien established, made and created in Section
11 of this Resolution with respect to the Pledged Revenues to the payment and security of the
Parity Obligations.
Section 21. Confirmation and Levy of Sales Tax. (a) The Board hereby represents the
City has duly complied with the provisions of the Act for the levy of the Gross Sales Tax at the
rate voted at the election held by and within the City on January 17, 1998, and such Gross Sales
Tax is being imposed within the corporate limits of the City and the receipts of such Gross Sales
Tax are being remitted to the City by the Comptroller on a monthly basis.
(b) While any Bonds are Outstanding, the Corporation covenants, agrees and
warrants to take and pursue all action permissible to cause the Gross Sales Tax, at said rate or
at a higher rate if legally permitted, to be levied and collected continuously, in the manner and to
the maximum extent permitted by law, and to cause no reduction, abatement or exemption in the
Gross Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of
this Section to be ordered or permitted while any Bonds shall remain Outstanding.
(c) If hereafter authorized by law to apply, impose and levy the Gross Sales Tax on
any taxable items or transactions that are not subject to the Gross Sales Tax on the date of the
adoption hereof, to the extent it legally may do so, the Corporation agrees to use its best efforts
to cause the City to take such action as may be required to subject such taxable items or
transactions to the Gross Sales Tax.
(d) The Corporation agrees to take and pursue all action legally permissible to cause
the Gross Sales Tax to be collected and remitted and deposited as herein required and as
required by the Act, at the earliest and most frequent times permitted by law.
(e) The Corporation agrees to use its best efforts to cause the City to comply with the
Act and shall cause the Gross Sales Tax Revenues to be deposited to the credit of the Pledged
Revenue Fund in their entirety immediately upon receipt by the City. In the alternative and if
legally authorized, the Corporation shall, by appropriate notice, direction, request or other legal
method, use its good -faith efforts to cause the Comptroller to pay all Gross Sales Tax Revenues
directly to the Corporation for deposit to the Pledged Revenue Fund.
Section 22. Records and Accounts. The Corporation hereby covenants and agrees
that while any of the Bonds are Outstanding, it will keep and maintain complete records and
accounts in accordance with generally accepted accounting principles, and following the close of
each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent
firm of certified public accountants. Each such audit, in addition to whatever other matters may
be thought proper by the accountant, shall particularly include the following:
(1) A statement in reasonable detail regarding the receipt and
disbursement of the Pledged Revenues for such Fiscal Year; and
(2) A balance sheet for the Corporation as of the end of such Fiscal
Year.
306796300.3/1001400940 23
Such annual audit of the records and accounts of the Corporation shall be in the form of
a report (and may be reflected in the audit of the City) and be accompanied by an opinion of the
accountant to the effect that such examination was made in accordance with generally accepted
auditing standards and contain a statement to the effect that in the course of making the
examination necessary for the report and opinion, the accountant obtained no knowledge of any
default of the Corporation on the Bonds or in the fulfillment of any of the terms, covenants or
provisions of this Resolution, or under any other evidence of indebtedness, or of any event which,
with notice or lapse of time, or both, would constitute a failure of the Corporation to comply with
the provisions of this Resolution or if, in the opinion of the accountants, any such failure to comply
with a covenant or agreement hereof, a statement as to the nature and status thereof shall be
included.
Copies of each annual audit report shall be furnished upon written request, to any Holders
of any of said Bonds. The audits herein required shall be made within 180 days following the
close of each Fiscal Year insofar as is possible.
The Holders of any Bonds or any duly authorized agent or agents of such Holders shall
have the right to inspect such records, accounts and data of the Corporation during regular
business hours.
Section 23.Re resentations as to Securit for the Bonds. (a) The Corporation
represents and warrants that, except for the Parity Obligations, the Pledged Revenues are and
will be and remain free and clear of any pledge, lien, charge or encumbrance thereon or with
respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this
Resolution except as expressly provided herein.
(b) The Bonds and the provisions of this Resolution are and will be the valid and legally
enforceable obligations of the Corporation in accordance with their terms and the terms of this
Resolution, subject only to any applicable bankruptcy or insolvency laws or to any laws affecting
creditors rights generally.
(c) The Corporation shall at all times, to the extent permitted by law, defend, preserve
and protect the pledge of the Pledged Revenues and all the rights of the Holders against all claims
and demands of all persons whomsoever.
(d) The Corporation will take, and use its best efforts to cause the City to take, all steps
reasonably necessary and appropriate to collect all delinquencies in the collection of the Gross
Sales Tax to the fullest extent permitted by the Act.
(e) The provisions, covenants, pledge and lien on and against the Pledged Revenues,
as herein set forth, are established and shall be for the equal benefit, protection and security of
the owners and holders of Parity Obligations without distinction as to priority and rights under this
Resolution.
(f) The Parity Obligations shall constitute special obligations of the Corporation,
payable solely from, and equally and ratably secured by a parity pledge of and lien on, the Pledged
Revenues, and not from any other revenues, properties or income of the Corporation. The Bonds
may not be paid in whole or in part from any property taxes raised or to be raised by the City and
shall not constitute debts or obligations of the State or of the City, and the Holders, shall never
have the right to demand payment out of any funds raised or to be raised by any system of ad
valorem taxation.
306796300.3/1001400940 24
Section 24. Satisfaction of Qbli ation of Corporation. If the Corporation shall pay or
cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any,
and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the
pledge of the Pledged Revenues under ehminate, is Resolution
d be discll other harged and sat satisions of fied. Corporation
to the Holders shall thereupon
Bonds or any principal amount(s) shall be deemed to have been paid within the n full such
ngch
and with the effect expressed above in this Section when (i) morey sufficient to pay
Bonds at maturity or to the redemption date therefor, together with all interest due thereon, shall
have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or (ii) Government Obligations shall have been irrevocably deposited in
trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Obligations have been certified by an independent accounting or consulting 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, i to any, p
when due the Bonds on the Stated Maturities thereof or (if notice of redemption has been duly
given or waived or if irrevocable arrangements therefor accepted to the Paying Agent/Registrar
have been made) the redemption date thereof.
Any moneys so deposited with the Paying Agent/Registrar,
or an authorized escrow agent,
and all income from Government Obligations held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section in excess of the amount required for the
payment of the Bonds shall be remitted to the Corporation or deposited as directed by the
Corporation. Furthermore, any money held by the Paying Agent/Registrar for the payment ofthe
principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years
after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the Corporation, be remitted to
the Corporation against a written receipt therefor. Notwithstanding the above and foregoing, any
remittance of funds from the Paying Agent/Registrar to the Corporation shall be subject to any
applicable unclaimed property laws of the State of Texas.
The Corporation reserves the right, subject to satisfying the requirements of (i) and (ii)
above, to substitute other Government Obligations for the Government Obligations originally
deposited, to reinvest the uninvested moneys on deposit for such defeasance and to withdraw for
the benefit of the Corporation moneys in excess of the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded
to be
outstanding or unpaid. Provided, however, the Corporation has reserved the option, to be
exercised at the time of the defeasance of the Bonds, to call for redemption, at an earlier date
those Bonds which have been defeased to their maturity date, if the Corporation (i) in the
proceedings providing for the firm banking and financial arrangements, expressly reserves the
right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the Owners
immediately following the making of the firm banking and financial arrangements; and nr directs
that notice of the reservation be included in any redemption notices that it authorizes.
Section 25. Resolution a Contract - Amendments. This Resolution shall constitute a
contract with the Holders from time to time, be binding on the Corporation, and shall not be
amended or repealed by the Corporation while any Bond remains outstanding except as
permitted in this Section. The Corporation, may, without the consent of or notice to any Holders,
ny manner
from time to time and at any including curing of any ambiguity,inconsistency,nc ns stency fdetrimental to e
or formal defect or
interests of the Holders, in g
306796300.3/1001400940 25
omission herein. In addition, the Corporation may, with the written consent from the owners
holding a majority in aggregate principal amount of the Parity Obligations then Outstanding
affected thereby, amend, add to, or rescind any of the provisions of this Resolution; provided that,
without the written consent of all Holders of Outstanding Bonds effected, no such amendment,
addition, or rescission shall (1) extend the time or times of payment of the principal of, premium,
if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price
therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the
principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over
any other Bond, or (3) reduce the aggregate principal amount of Bonds or Parity Obligations, as
the case may be, required to be held for consent to any such amendment, addition, or rescission.
Section 26. Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
Corporation 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 Corporation and the
Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and
with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder
of the Bond mutilated, or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the Corporation, whether
or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Resolution equally and ratably with all other
Outstanding Bonds.
Section 27. Notices to Holders - Waiver. Wherever this Resolution provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class, postage prepaid, to the address
of each Holder as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bands. Where this Resolution provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
Section 28. Cancellation. All Bonds surrendered for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if
surrendered to the Corporation, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Corporation
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the Corporation may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar.
306796300.3/1001400940 26
All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the
Corporation.
Section 29. Sale of Bonds — Official Statement. Pursuant to a public sale for the Bonds,
the bid submitted by TRB Capital Markets (herein referred to as the "Purchaser") is declared to
be the best bid received producing the lowest true interest cost rate to the Corporation; such bid
is hereby accepted and incorporated herein by reference as a part of this Resolution for all
purposes and the sale of the Bonds to said Purchaser at the price of par and no accrued interest,
plus a net cash premium of $9,083,578.05 is hereby approved and confirmed. Delivery of the
Bonds to the Purchaser shall occur as soon as possible upon payment being made therefor in
accordance with the terms of sale. The terms of sale are hereby declared to be in the best interest
of the Corporation.
The use of the Preliminary Official Statement by the Purchaser in connection with the
public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects
and is hereby deemed 'Final" as of its date, within the meaning of Rule 15c2-12 of the United
States Securities and Exchange Commission. The final Official Statement, which reflects the
terms of sale, together with such changes approved by the President, Vice President or Secretary
of the Board of Directors (one or more of said officials), shall be and is hereby in all respects
approved and the Purchaser is hereby authorized to use and distribute said final Official
Statement, dated September 15, 2025, in the reoffering, sale and delivery of the Bonds to the
public. The President or Vice President and Secretary of the Board of Directors are further
authorized and directed to execute and deliver for and on behalf of the Corporation copies of said
Official Statement in final form as may be required by the Purchaser, and such final Official
Statement in the form and content manually executed by said officials shall be deemed to be
approved by the Board of Directors and constitute the Official Statement authorized for distribution
and use by the Purchaser.
Section 30. Proceeds of Sale. The proceeds of sale of the Bonds, excluding amounts
to establish the Reserve Fund and pay costs of issuance including costs related to an insurance
policy, shall be deposited in a construction fund maintained at a depository of the Corporation.
Pending expenditure for the Project, such proceeds of sale may be invested in authorized
investments in accordance with the provisions of Texas Government Code, Chapter 2256, as
amended, including specifically guaranteed investment contracts permitted in Texas Government
Code, Section 2256.015, et seq, and any investment earnings realized shall be expended for the
Project or deposited in the Bond Fund. All surplus proceeds of sate of the Bonds, including
investment earnings, remaining after completion of the Project shall be deposited to the credit of
the Bond Fund.
Section 31. Legal Opinion. The obligation of the Purchaser to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Dallas,
Texas, Bond Counsel for the Corporation, approving such Bonds as to their validity, said opinion
to be dated and delivered as of the date of delivery and payment for such Bonds. A true and
correct reproduction of said opinion is hereby authorized to be printed on or attached to the
definitive Bonds or an executed counterpart thereof shall accompany the global Bonds deposited
with DTC. The Corporation confirms the engagement of Norton Rose Fulbright US LLP as the
Corporation's Bond Counsel.
Section 32. CUSIP Numbers. CUSIP numbers may be printed ortyped 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
306796300.3/1001400940 27
neither the Corporation nor attorneys approving said Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
Section 33. Control and Cust )dy of Bonds. The President and/or Vice President of the
Board of Directors shall be and is hereby authorized to take and have charge of all necessary
orders and records pending investigation by the Attorney General of the State of Texas, and shall
take and have charge and control of the Initial Bond 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 34. Benefits of Resolution. Nothing in this Resolution, expressed or implied, is
intended or shall be construed to confer upon any person other than the Corporation, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Resolution or any provision hereof, this Resolution and all its provisions being
intended to be and being for the sole and exclusive benefit of the Corporation, the Paying
Agent/Registrar and the Holders.
Section 35. Inconsistent Provisions. All orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the
extent of such conflict and the provisions of this Resolution shall be and remain controlling as to
the matters contained herein.
Section 36. Gavemin Law. This Resolution shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
Section 37. Severability. If any provision of this Resolution or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Resolution and the application
thereof to other circumstances shall nevertheless be valid, and the Board hereby declares that
this Resolution would have been enacted without such invalid provision.
Section 38. Construction of Terms. If appropriate in the context of this Resolution,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
Section 39. Incor oration of Findin s and Determinations. The findings and
determinations of the Board of Directors contained in the preamble hereof are hereby
incorporated by reference and made a part of this Resolution for all purposes as if the same were
restated in full in this Section.
Section 40. Further Procedures. Any one or more of the President, Vice President or
Secretary of the Board of Directors of the Corporation 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 Corporation 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 Resolution
and the issuance of the Bonds. In addition, prior to the initial delivery of the Bonds, the President,
Vice President or Secretary of the Board of Directors, or Bond Counsel to the Corporation are
each hereby authorized and directed to approve any changes or corrections to this Resolution or
to any of the documents authorized and approved by this Resolution: (i) in order to cure any
ambiguity, formal defect or omission in this Resolution or such other document; or (ii) as
306796300.3/1001400940 28
requested by the Attorney General of the State of Texas or his representative to obtain the
approval of the Bonds by the Attorney General and if such officer or counsel determines that such
changes are consistent with the intent and purpose of this Resolution, which determination shall
be final. In the event that any officer of the Corporation 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 41. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The Corporation shall provide annually to the MSRB within twelve
months after the end of each fiscal year ending in or after 2026, financial information and operating
data with respect to the Corporation of the general type included in the Official Statement under
Tables 1 through 3 and the annual financial statements but only to the extent such information is
customarily prepared by the Corporation and is publicly available (currently, the information that
is customarily prepared by the Corporation and is publicly available consists of the Corporation's
audited annual financial statements). If the audit of such financial statements is not complete
within twelve (12) months after any such fiscal year end, then the Corporation shall file unaudited
financial statements by the required time and audited financial statements for the applicable fiscal
year, when and if the audit report becomes available. Any financial statements to be provided
shall be (i) prepared in accordance with the accounting principles described in Appendix B to the
Official Statement, or such other accounting principles as the Corporation may be required to
employ from time to time pursuant to state law or regulation, and in substantially the form included
in the Official Statement, and (ii) audited, if the Corporation commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
If the Corporation changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Corporation otherwise would
'be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The Corporation shall provide notice of any of the
following events with respect to the Bonds to the MSRB in a timely manner and not more than 10
business days after occurrence of the event:
Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
306796300.3/1001400940 29
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
g. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the Corporation, which
shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the
Corporation or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material;
15, Incurrence of a Financial Obligation of the Corporation, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Corporation, any of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Corporation, any of which reflect
financial difficulties.
For these purposes, (1) any event described in the immediately preceding subsection
(c)12 is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the Corporation in a proceeding under the United States Bankruptcy
Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the
Corporation, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Corporation, and (2) the Corporation intends the
306796300.3/1001400940 30
words used in the immediately preceding subsections (c)15 and (c)16 in this Section to have the
meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018.
The Corporation shall notify the MSRB, in a timely manner, of any failure by the
Corporation to provide financial information or operating data in accordance with subsection (b)
of this Section by the time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations Disclaimers and Amendments. The Corporation shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Corporation remains an "obligated person" with respect to the Bonds within the meaning
of the Rule, except that the Corporation in any event will give the notice required by subsection
(c) of this Section of any Bond calls and defeasance that cause the Corporation to be no longer
such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds; and, nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The Corporation undertakes
to provide only the financial information, operating data, financial statements, and notices which
it has expressly agreed to provide pursuant to this Section. Except as expressly provided within
this Section, the Corporation does not undertake to provide any other information, whether or not
it may be relevant or material to a complete presentation of the Corporation's financial results,
condition, or prospects; nor does the Corporation undertake to update any information provided
in accordance with this Section or otherwise. Furthermore, the Corporation does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in
or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CORPORATION, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL
BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Corporation in observing or performing its obligations under this Section
shall constitute a breach of or default under this Resolution for purposes of any other provision of
this Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Corporation under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the Corporation from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the Corporation, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds
306796300.3/1001400940 31
in compliance with the Rule, taking into account any amendments or interpretations of the Rule
to the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Resolution that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a Person that is unaffiliated with the Corporation (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the Corporation if the SEC amends or
repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the Corporation's right to do
so would not prevent underwriters of the initial public offering of the Bonds from lawfully
purchasing or selling Bonds in such offering. If the Corporation so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating data
so provided.
Section 42. Covenants Regarding Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Bonds are first authenticated and delivered
to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148 1(b) of the Regulations.
"Gross Proceeds means any proceeds as defined in Section 1.148 1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148 1(c) of the Regulations,
of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in Section 148(b) of
the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry
out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148 1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue
Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall
also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations.
306796300.3/1001400940 32
(b) Not to Cause Interest to Become Taxable. The Corporation shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in Section 51 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the Corporation receives a written opinion of counsel nationally recognized in the field of municipal
bond law to the effect that failure to comply with such covenant will not adversely affect the
exemption from federal income tax of the interest on any Bond, the Corporation shall comply with
each of the specific covenants in this Section.
(c) No Private Use or Private Payments. The Blinds are being issued to finance the
costs of the Project for and on behalf of the City, a political subdivision of the State of Texas and,
in connection therewith, the City in its approval of the issuance of the Bonds has agreed that,
except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the
Project shall at all times prior to the last Stated Maturity of Bonds:
(i) be exclusively owned, operated and maintained by the City, and prohibits
the City from using or permitting the use of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds in any activity carried on by any person
or entity other than a state or local government, unless such use is solely as a member of
the general public; and
(ii) prohibits the City from directly or indirectly imposing or accepting any
charge or other payment for use of Gross Proceeds of the Bonds or for any property the
acquisition, construction or improvement of which is to be financed or refinanced directly
or indirectly with such Gross Proceeds, other than taxes of general application within the
City or interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the Corporation shall not use Gross Proceeds of the
Bonds to make or finance loans to any person or entity other than a state or local government.
For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to
a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take or pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Hi her Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the Corporation shal) 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.
306796300.3/1001400940 33
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the Corporation shall not take or omit to take
any action which would cause the Bonds to be federally guaranteed within the meaning of Section
149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The Corporation shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038 G or such other form
and in such place as the Secretary may prescribe.
(h) Rebate of Arbitra e Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(i) The Corporation and the City shall account for all Gross Proceeds
(including all receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six years after the day on
which the last outstanding Bond is discharged. However, to the extent permitted by law,
the Corporation may commingle Gross Proceeds of the Bonds with other money of the
Corporation, provided that the Corporation separately accounts for each receipt and
expenditure of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the Corporation shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the
Code and the Regulations and rulings thereunder. The Corporation shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the Bonds
until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from
the gross income of the owners thereof for federal income tax purposes, the Corporation
shall pay to the United States out of the Bond Fund or its general fund, as permitted by
applicable Texas statute, regulation or opinion of the Attorney General of the State of
Texas, the amount that when added to the future value of previous rebate payments made
for the Bonds equals (i) in the case of a Final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on
such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at the
times, in the installments, to the place and in the manner as is or may be required by
Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder.
(iv) The Corporation 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.
306796300.3/1001400940 34
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the Corporation shall not, at any time prior
to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
0) Elections. The Corporation hereby directs and authorizes the President, Vice
President and Secretary of the Board of Directors, individually or jointly, to make elections
permitted or required pursuant to the provisions of the Code or the Regulations, as they deem
necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or
similar or other appropriate certificate, form or document.
Section 43. Sales Tax Remittance A reement. The Sales Tax Remittance Agreement,
by and between the Corporation and the City substantially in the form attached hereto as Exhibit
C and incorporated herein by reference as a part of this Resolution for all purposes, is hereby
approved, and such Sales Tax Remittance Agreement, together with such changes or revisions
as may be necessary to comply with Texas law or to carry out the intents and purposes of this
Resolution, is hereby authorized to be executed by the President or Vice President and Secretary
of the Board or other authorized officials of the Corporation for and on behalf of the Corporation
and as the act and deed of this governing body; and such Sales Tax Remittance Agreement as
executed by such officials shall be deemed approved by the Board and constitute the Sales Tax
Remittance Agreement herein approved.
Section 44. Public Meeting. it is officially found, determined, and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Texas Government Code, Chapter 551, as amended.
Section 45. Effective Date. This Resolution shall be in force and effect from and after
its passage on the date shown below.
[remainder of page left blank intentionally]
306796300.3/1001400940 35
PASSED AND ADOPTED, this September 15, 2026.
THE COLONY COMMUNITY DEVELOPMENT
CORPORATION
President, Bar of Directors
ATTEST:
'r�
Secreta , Boar of Dire ars
306796300.3/1001400940 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
A-1
306796300.3/1001400940
PAYING AGENTIREGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of September 15, 2026 (this "Agreement"), by and
between U.S. Bank Trust Company, National Association, a banking association duly organized
and existing under the laws of the United States of America, or its successors (the "sank") and
The Colony Community Development Corporation (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "The
Colony Community Development Corporation Sales Tax Revenue Bonds, Series 2026" (the
"Securities"), dated September 15, 2026, such Securities scheduled to be delivered to the initial
purchasers thereof on or about September 15, 2026; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 _Compensation. As compensation for the Bank's services as Paying
AgentlRegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to
the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth
in Sections 2271.002(a)(2), 2274.002(a)(2) and 2276.002(x)(2) of the Texas Government Code,
as amended.
307225187.2/1001400940
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances tincurred or made by the reasonable compensagon kin andccordthe ance with exp rises nand
y of
the provisions hereof (including e
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, if any, on and after
which the principal or any or all installments of interest, or bath, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"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 4.08 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
307225187.2/1001400940 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 ❑uties of Pa in A ent. 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
demption Datuer,
e or
A behalf of the e, toerth e Holder prof incipal
sulrrender Security
of theSSecued Maturity,
at the following
Acceleration Date, t
address
U.S. Bank Trust Company, National Association
Attention: Bond Operations
111 Fillmore Avenue East
St. Paul, Minnesota 55107-1402
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 thea imes norotheirePretde to essor Seca be paid each it es} on the Record
der and making
payment thereof to the Holders of the Sec
Date (as defined in the Authorizing Documenct)c�m Alpayments of l
i�ssluar}ce of cheksSpayable
t on the
Securities to the registered owners shall be accomplished (1 ) by the
to the registered owners, drawn on the paying agent account provided in Section
an the Security
5.05 hereof,
sent t United by such otlherrst class postage method, acceptable to heto the Bank,address requested appearing writing by the Holder
Register or (2) by
at the Holder's risk and expense.
Pa meet Dates. The Issuer hereby instructs the Bank to pay the principal
Section 3.02
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Securit a ister -Transfers and Exchan es. The Bank agrees to
keep and maintain for and on behalf of the rat the Bank Otfficeaoes and addresoks and dses ofrthe
ein
sometimes referred to as the Security Register") for recording
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
307225187.2/1001400940 3
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. The Bank represents and warrants that it
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 Sepurities shall be notedthe Security )ster n theor use Secu by ythe Register Issuer.
All transfers, exchanges and replacements
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 offices- of a federal or state bank or a member of the Financial Industry Regulatory Authority,
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 far which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Securit Hoidens. 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
307225187.2/1001400940 4
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
307225187.2/1001400940
(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
Halder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relaying 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 facsi tlheor e
-mail
transmission of the closing memorandum or letter acknowledged by the Issuer,
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
er
Section 5.03 Recitals aken as the tatemenitscof the issuer, ndontained herein lthe Bank assumesrespect to the uno
and in the Securities shaft be
responsibility for their correctness.
The Bank shall in no event bed liable oe any Security from its or own fundsders of any Security,
or any other Person for any amountY
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may AgentlRegistraiS,edeal with or, any other agenter with the
same rights it would have if it werePaying
Section 5.05 Mone s Held b Bank - Pa in Agent AccountlCollateralization. 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
check request an alte native method of payment er of the
Securities shall, at its own expense and risk,
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
307225187.2/1001400940 6
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
307225187 2/1001400940
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 Severabiiit . In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion Consolidation or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or {ii} may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
307225187.2/1001400940 8
Notwithstanding anything contained herein, the representations and covenants contained
in Section 5.12 hereof shall survive the termination of this Agreement until the statute of limitations
has run.
Section 6.12 Iran Sudan or Foreig n Terrorist Or anizations. The Bank represents
that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on the following page of such officer's internet website:
https://comptroller.texas.gov/purchasing/publications/divestment. php
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and excludes the Bank and each of its parent company, wholly- or majority -
own ed subsidiaries, and other affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization. The Bank understands "affiliate" to
mean any entity that controls, is controlled by, or is under common control with the Bank and
exists to make a profit.
Section 6.13 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
307225187.2/1001400940 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
0
Title:
Address: 8 Greenway Plaza, Suite 1100
Houston, Texas 77046
307225187/1001400940 signature Page to Paying Agent/Registrar Agreement
THE COLONY COMMIJ ITY DEVELOPMENT
CORPO T1 N
r
By:
Presi ent �
Address: 6053 Main Street
The Colony, Texas 75056
Attest:
c6t
Secretary
30722518711001400940 Signature Page to Paying Agent/Registrar Agreement
ANNEX A
307225187.2/1001400940 A-1
ASSURED
GUARANTY"
September 15, 2026
VIA EMAIL
Mr. Ryan Bredehoeft, Finance Director
The Colony Community Development Corporation
6053 Main Street
The Colony, Texas 75056
Re: Municipal Bond Debt Service Reserve Insurance Policy relating to The Colony Community
Development Corporation Sales Tax Revenue Bonds, Series 2026
Dear Mr. Bredehoeft:
Attached please find Assured Guaranty Inc.'s ("AG") municipal bond debt service reserve commitment letter (the
"Commitment") in respect of the above -referenced issue (the "Bonds"). Please return one fully executed copy of the
Commitment to Nicole Cinquegrana, at the email address indicated below, on or before the date of pricing the Bonds.
Please note that a blacklined copy of each draft of the financing documents, opinions and preliminary and final official
statements, as applicable, should be delivered to AG for review and comment.
Upon acceptance and satisfaction of the conditions of the Commitment, the following must occur in order for AG to
complete its review of the disclosure and financing documents in advance of the closing date, and timely issue its
insurance policy:
The financing schedule and a distribution list should be forwarded to the attention of the Closing Coordinator
listed below.
A copy of the preliminary official statement and the final official statement.
Once determined, the final debt service schedule for the Bonds should be delivered to the credit analyst
responsible for the transaction, by email in order that AG may confirm the premium to be paid for the insurance
policy.
AG will deliver to Bond Counsel at the pre-closing, assuming the requirements of the Commitment have been
met, an opinion of counsel as to the validity of the insurance policy, a no default and tax certificate, and the
insurance policy.
Please include the following people on the Distribution List for this transaction:
Catrina Kohn, Counsel
Amanda Rosenblum, Director
Nicole Cinquegrana, Closing Coordinator
Assured Guaranty Inc.
1633 Broadway
New York NY 10019
1 2 12 974 0 100
Telephone:
(212) 339-3594
Email:
ckohn@agltd.com
Telephone:
(212) 339-3426
Email:
ARosenblum@agltd.com
Telephone:
(212) 261-5593
Email:
NCinquegrana@agltd.com
info aagl:d.com
AssuredGuarail ty com
Mr. Ryan Bredehoeft, Finance Director
The Colony Community Development Corporation
September 15, 2026
Page 2
As a post -closing condition, AG shall receive an electronic copy of the final closing transcript of proceedings.
AG looks forward to working with you on this transaction.
Very truly yours,
Catrina Kohn
Counsel
ec: Bob Dransfield, Esq.; Norton Rose Fulbright US LLP
Mr. Kristopher Vasquez, Senior Vice President; TRB Capital Markets
Jason Hughes; Hilltop Securities Inc.
ANSSURED
Gu-) `N'
Issuer:
Related Bonds:
Premium:
Date of Commitment:
Policy Limit:
MUNICIPAL BOND DEBT SERVICE RESERVE
INSURANCE COMMITMENT
The Colony Community Development Corporation
Sales Tax Revenue Bonds, Series 2026
$43,770.56
September 15, 2026
Expiration Date: Friday, November 20, 2026
A dollar amount equal to the Required Reserve for the Related Bonds, as specified under
the Resolution (defined below)
ASSURED GUARANTY INC. ("AG") hereby commits to issue its Municipal Bond Debt Service Reserve Insurance
Policy (the "Reserve Policy") relating to the above-described debt obligations the "Bonds"), subject to the terms and
"Commitment"). For the avoidance of doubt, each of the Exhibits
conditions contained herein or added hereto (the
All terms used herein and not otherwise defined shall have
attached hereto is an integrated part of this Commitment.
the meanings ascribed to them in the document setting forth the security for and authorizing the issuance of the
Bonds (the "Resolution").
To maintain the Commitment in effect until the Expiration Date set forth above, AG must receive a duplicate of this
Commitment executed by an authorized officer of the Issuer on or before the date of pricing the Bonds. To keep this
Commitment in effect after the Expiration Date, a request for renewal must be submitted to AG prior to such
Expiration Date. AG reserves the right' to refuse wholly or in part to grant a renewal.
THE RESERVE POLICY SHALL BE ISSUED UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
1. The issuance of a Reserve Policy by AG pursuant to this Commitment is contingent upon
the Bonds being sold and issued without any credit enhancement other than the Reserve Policy.
ing to the Bonds
the
ial
atement") shall not contain any
2. The ementrof a ma ee al factnt ta d sha I not fa to(st to a ct
mater al fat necessary n order to make
untrue or misleading stat
the information contained therein not misleading.
3. No event shall occur which would permit any underwriter or purchaser of the Bonds, otherwise
required, not to be required to underwrite or purchase the Bonds on the date scheduled for the issuance and delivery
thereof (the "Closing Date").
4. On the date hereof and on the Closing Date, there shall have been no material adverse change in
or affecting the Issuer or the Bonds (including, without limitation, the security for the Bonds or the proposed debt
service schedule of the Bonds), the Official Statement, the financing documents to be executed and delivered with
respect to the Bonds, the legal opinions to be executed and delivered in connection with the issuance and sale of the
Bonds, or any other information submitted to AG with respect to the referenced transaction, or the Bonds, from that
previously delivered or otherwise communicated to AG.
5. The Official Statement relating to the Bonds shall contain only such references to the Reserve
Policy and AG as AG shall approve.
Page 1 of 3
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6. The Reserve Policy shall expire on the earlier of the date the Bonds are no longer outstanding and
the final maturity date of the Bonds.
7. The Resolution shall be in form and substance acceptable to AG and shall incorporate the terms
and provisions set forth in Exhibit A. The other closing documents and opinions shall be acceptable to AG.
8. Prior to closing of the Bonds, AG shall be provided with:
(a) A letter from Norton Rose Fulbright US LLP ("Bond Counsel") addressed to AG to the
effect that AG may rely on the approving opinion(s) of Bond Counsel as if such opinion(s) were addressed to
AG;
(b) An opinion(s) of Bond Counsel, addressed to and in form and substance satisfactory to
AG, as to (i) the due authorization, validity and enforceability of the Resolution and the City Resolution (ii) the
Reserve Policy constituting a permitted debt service reserve instrument under the applicable provisions of the
Resolution, (iii) the repayment obligations owed to AG in connection with the Reserve Policy being secured
by a valid lien on all revenues and other collateral securing the Bonds (subject only to the priority of payment
provisions set forth under the Resolution), and (iv) such other matters AG shall reasonably request;
(c) The various legal opinions delivered in connection with the issuance of the Bonds, which
shall be dated the Closing Date and which, except for the opinion(s) of counsel relating to the adequacy of
disclosure and the opinion of counsel to the underwriter(s), shall be addressed to AG or accompanied by a
letter of such counsel permitting AG to rely on such opinion as if such opinion were addressed to AG;
(d) A no litigation opinion or certificate; and
(e) Evidence of wire transfer in federal funds in an amount equal to the insurance premium,
unless alternative arrangements for the payment of such amount acceptable to AG have been made prior to
the delivery date of the Reserve Policy. Payment of the insurance premium is a condition to release of the
Reserve Policy by AG.
9. Promptly after the closing of the Bonds, AG shall receive an electronic copy of the final closing
transcript of proceedings.
10. AG hereby verifies that it and each of its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any:
(a) do not boycott Israel and will not boycott Israel during the term of this Commitment. For
purposes of this paragraph 10(a), "boycott Israel' has the meaning provided in Section $08.001(1) of the
Texas Government Code;
(b) unless affirmatively declared by the United States government to be excluded from its
federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or any federal
sanctions regime relating to a foreign terrorist organization, are not identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201 of
the Texas Government Code;
(c) do not boycott energy companies and will not boycott energy companies during the term
of this Commitment. As used in this paragraph 10(c), "boycott energy companies" has the meaning provided
in Section 809.001(1) of the Texas Government Code; and
(d) do not have a practice, policy, guidance or directive that discriminates against a firearm
entity or firearm trade association and will not discriminate against a firearm entity or firearm trade
Page 2 of 3
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association during the term of this Commitment. As used in this paragraph 10(d), "discriminate against a
firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3) of the Texas
Government Code.
As used in this paragraph 10, "affiliate" means any entity that controls, is controlled by, or is under common
control with AG within the meaning of SEC Ruie 405, 17. C.F.R. § 230.405, and exists to make a profit.
AG understands that the liability for breach of any verification in this paragraph 10 during the term of this
Commitment shall survive until barred by the applicable statute of limitations for breach of contract, and shall not be
liquidated or otherwise limited by any provision of this Commitment, notwithstanding anything in this Commitment to
the contrary.
ASSURED GUARANTY INC.
Authorized Officer
This Commitment may be delivered by the exchange of executed signature pages by email with a .pdf copy or other
replicating image attached, and any printed or copied version of any signature page so delivered shall have the same
force and effect as the originally signed version of such signature page.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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The undersigned, an authorized officer of the Issuer, agrees that (i) if the debt service reserve fund
requirement for the Bonds is satisfied by a credit instrument, such credit instrument shall be the Reserve Policy
provided by AG in accordance with the terms of this Commitment; (ii) the Issuer has made its own independent
investigation and decision as to whether to obtain the Reserve Policy and whether the Reserve Policy is appropriate
or proper for it based upon its own judgment and upon advice from such legal and financial advisers as it has
deemed necessary; (iii) AG has not made, and therefore the Issuer is not relying on, any recommendation from AG
that the Issuer deposit a credit instrument into the debt service reserve fund for the Bonds or obtain the Reserve
Policy; it being understood and agreed that communications from AG (whether written or oral) referring to, containing
information about or negotiating the terms and conditions of the Reserve Policy, any related insurance document or
the documentation governing the Bonds do not constitute a recommendation to obtain the Reserve Policy; (iv) the
Issuer acknowledges that AG has not made any representation, warranty or undertaking, and has not given any
assurance or guaranty, in each case, expressed or implied, concerning its future financial strength or the rating of
AG's financial strength by the rating agencies; (v) the Issuer acknowledges that the ratings of AG reflect only the
views of the rating agencies and an explanation of the significance of such ratings may be obtained only from the
rating agencies; (vi) the Issuer understands that such ratings may not continue for any given time period and instead
may change over time, including, without limitation, being placed under review for possible downgrade, revised
downward, withdrawn entirely by the relevant rating agency if, in the judgment of such rating agency, circumstances
so warrant, or withdrawn entirely by AG in its sole discretion; (vii) the Issuer acknowledges that AG undertakes no
responsibility to bring to its attention, and shall have no liability for, the placement of a rating under review for possible
downgrade or the downward revision or withdrawal of any rating obtained, and that any such review for possible
downgrade, downward revision or withdrawal may have an adverse effect on the Bonds or on the Reserve Policy
constituting a permitted debt service reserve instrument under the Resolution; and (viii) the Issuer acknowledges that
AG pays rating agencies to rate AG's financial strength, but that such payment is not in exchange for any specific
rating or for a rating within any particular range. Notwithstanding anything to the contrary set forth herein, to the
extent the Reserve Policy is issued by AG, the provisions set forth under subparagraphs (ii) through (viii) above shall
survive the expiration or termination of this Commitment.
THE COLONY COMMUNITY DEVELOPMENT
CORPORATION
By:
Authorized Officer
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EXHIBIT A
Page 1 of 3
RESOLUTION REQUIREMENTS
The Resolution shall incorporate the following requirements either in one section or article entitled "Provisions
Reiating to Reserve Policy" (or the like), the provisions of which section or article shall be stated in the
Resolution to govern, noWthstanding anything to the contrary set forth in the Resolution, or individually in
the appropriate sections (Bond Counsel to make conforming changes to "Bonds" to reflect any series designation and
any other definitional conforming changes, as necessary):
(a) The Resolution shall include the following defined terms:
"Insurer" means Assured Guaranty Inc., a Maryland corporation, or any successor thereto or assignee
thereof.
"Reserve Policy" means the debt service reserve insurance policy issued by the Insurer and deposited in the
Debt Service Reserve Fund.
(b) The prior written consent of the Insurer shall be a condition precedent to the deposit of any credit
facility (a "Credit Facility") credited to the debt service reserve fund established for the Bonds (the "Reserve Fund") in
substitution of the Reserve Policy or in lieu of a cash deposit into the Reserve Fund. Amounts drawn under the
Reserve Policy shall be available only for the payment of scheduled principal and interest on the Bonds when due.
(c) The Issuer shall repay any draws under the Reserve Policy and pay all related reasonable
expenses incurred by the Insurer and shall pay interest thereon from the date of payment by the Insurer at the Late
Payment Rate. "Late Payment Rate" means the lesser of (x) the greater of (i) the per annum rate of interest, publicly
announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or
base lending rate ("Prime Rate") (any change in such Prime Rake to be effective on the date such change is
announced by JPMorgan Chase Bank) plus 5%, and (ii) 12% and (y) the maximum rate permissible under applicable
usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual
number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime
Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the
Insurer shall specify. If the interest provisions of this subparagraph (c) shall result in an effective rate of interest
which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein,
then all sums in excess of those lawfully collectible as interest for the period in question shall, without further
agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time
when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus
such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied
upon principal immediately upon receipt of such moneys by the Insurer, with the same force and effect as if the Issuer
had specifically designated such extra sums to be so applied and the Insurer had agreed to accept such extra
payment(s) as additional interest for such later periods. In no event shall any agreed -to or actual exaction as
consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this
transaction for the use or detention of money or for forbearance in seeking its collection.
Repayment of draws and, to the extent permitted by law and subject to appropriation, payment of expenses
and accrued interest thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the first
month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the
aggregate of Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the
expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account of
principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the
Reserve Policy. The obligation to pay Policy Costs, other than expenses and accrued interest, shall be secured by a
valid lien on all revenues and other collateral pledged as security for the Bonds (subject only to the priority of
payment provisions set forth under the Resolution).
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EXHIBIT A
Page 2 of 3
All cash and investments in the Reserve Fund shall be transferred to the debt service fund for payment of
debt service on Bonds before any drawing may be made on the Reserve Policy or any other Credit Facility. Payment
of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on ail Credit Facilities
(including the Reserve Policy) on which there is available coverage shall be made on a pro -rata basis (calculated by
reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve
Fund. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made
on a pro -rata basis prior to replenishment of any cash drawn From the Reserve Fund. Repayment of all Policy
Costs and the replenishment of the Reserve Fund shall be made on a pari passu basis with payments and
replenishments required to be made under the Resolution with respect to debt service reserve funds, if any,
securing any outstanding parity obligations. For the avoidance of doubt, "available coverage" means the
coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without
regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw
thereon or the failure of such provider to honor any such claim or draw.
(d) Upon a failure to pay Policy Costs when due or any other breach of the terms of this
[Section/Article], AG shall be entitled to exercise any and all legal and equitable remedies available to it, including
those provided under the Resolution, other than (i) acceleration of the maturity of the Bonds or (ii) remedies which
would adversely affect owners of the Bonds.
(e) The Resolution shall not be discharged until all Policy Costs owing to the Insurer shall have been
paid in full. The Issuer's obligation to pay such amounts shall expressly survive payment in full of the Bonds.
(f) The Issuer. shall include any Policy Costs then due and owing the Insurer in the calculation of the
additional bonds test and the rate covenant in the Resolution.
(g) The Paying Agent shall ascertain the necessity for a claim upon the Reserve Policy in accordance
with the provisions of subparagraph (c) hereof and provide notice to the Insurer in accordance with the terms of the
Reserve Policy at least five Business Days prior to each date upon which interest or principal is due on the Bonds.
Where deposits are required to be made by the issuer with the Paying Agent to the debt service fund for the Bonds
more often than semi-annually, the Paying Agent shall give notice to the Insurer of any failure of the Issuer to make
timely payment in full of such deposits within two Business Days of the date due.
(h) To the extent permitted by law and subject to appropriation, the Issuer shall pay or reimburse the
Insurer, solely from the Pledged Revenues, any and all charges, fees, costs, losses, liabilities and expenses which
the Insurer may pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants
and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate
payments under the Reserve Policy, (ii) the administration, enforcement, defense or preservation of any rights in
respect of the Resolution or any document executed in connection with the Bonds (the "Related Documents"),
including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in
respect of the Issuer) relating to Resolution or any other Related Document, any party to the Resolution or any other
Related Document or the transactions contemplated by the Related Documents, (iii) the foreclosure against, sale or
other disposition of any collateral securing any obligations under the Resolution or any other Related Document, if
any, or the pursuit of any remedies under the Resolution or any other Related Document, to the extent such costs
and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other
action with respect to, or related to the Resolution, the Reserve Policy or any other Related Document whether or not
executed or completed, or (v) any action taken by the Insurer to cure a default or termination or similar event (or to
mitigate the effect thereof) under the Resolution or any other Related Document; costs and expenses shall include a
reasonable allocation of compensation and overhead attributable to time of employees of the Insurer spent in
connection with the actions described in clauses (ii) through (v) above. The Insurer reserves the right to charge a
reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Resolution
or any other !;elated Document. Amounts payable by the Issuer hereunder shall bear interest at the Late Payment
Rate from the crate such amount is paid or incurred by the Insurer until the date the Insurer is paid in full.
L:\Legal\M U N I S\STATES\TX\l 80954_S.doc
EXHIBIT A
Page 3 of 3
(i) The obligation of the Issuer to pay all amounts due to the Insurer shall be an absolute and
unconditional obligation of the Issuer and will be paid or performed strictly in accordance with the provisions of this
[Section/Article], irrespective of: (i) any lack of validity or enforceability of or any amendment or other modifications of,
or waiver with respect to the Bonds, the Resolution or any other Related Document; (ii) any amendment or other
modification of, or waiver with respect to the Reserve Policy; (iii) any exchange, release or non -perfection of any
security interest in property securing the Bonds, the Resolution or any other Related Documents; (iv) whether or not
such Bonds are contingent or matured, disputed or undisputed, liquidated or unliquidated; (v) any amendment,
modification or waiver of or any consent to departure from the Reserve Policy, the Resolution or all or any of the other
Related Documents; (vi) the existence of any claim, setoff, defense (other than the defense of payment in full),
reduction, abatement or other right which the Issuer may have at any time against the Paying Agent or any other
person or entity other than the Insurer, whether in connection with the transactions contemplated herein or in any
other Related Documents or any unrelated transactions; (vii) any statement or any other document presented under
or in connection with the Reserve Policy proving in any and all respects invalid, inaccurate, insufficient, fraudulent or
forged or any statement therein being untrue or inaccurate in any respect; or (viii) any payment by the Insurer under
the Reserve Policy against presentation of a certificate or other document which does not strictly comply with the
terms of the Reserve Policy.
0) The Issuer shall fully observe, perform, and fulfill each of the provisions (as each of those
provisions may be amended, supplemented, modified or waived with the prior written consent of the Insurer) of the
Resolution applicable to it, each of the provisions thereof being expressly incorporated into this [Section/Article] by
reference solely for the benefit of the Insurer as if set forth directly herein. No provision of the Resolution or any other
Related Document shall be amended, supplemented, modified or waived, without the prior written consent of the
Insurer, in any material respect or otherwise in a manner that could adversely affect the payment obligations of the
Issuer hereunder or the priority accorded to the reimbursement of Policy Costs under the Resolution. The Insurer is
hereby expressly made a third -party beneficiary of the Resolution and each other Related Document.
(k) The Issuer covenants to provide to the Insurer, promptly upon request, any information regarding
the Bonds or the financial condition and operations of the Issuer as reasonably requested by the Insurer. The Issuer
will permit the Insurer to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may
reasonably request regarding the security for the Bonds with appropriate officers of the Issuer and will use
commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the Issuer
on any Business Day upon reasonable prior notice.
(1) Notices and other information to the Insurer shall be sent to the following address (or such other
address as the Insurer may designate in writing):
Assured Guaranty Inc.
1633 Broadway
New York, New York 10019
Attention: Managing Director—Municipal Surveillance
Re: Policy No. -S
Telephone: (212) 974-0100
Email: rnunidisclosure a Itd.com
L:\Legal\M U N I S\STATES\TX\180954—S.doc
PROCEDURES FOR PREMIUM PAYMENT
TO
ASSURED GUARANTY INC.
("AG")
AG's issuance of its municipal bond debt service reserve insurance policy at bond closing is
contingent upon payment and receipt of the premium. CONFIRMATION OF RECEIPT OF
PAYMENT OF SUCH AMOUNT IS A CONDITION TO THE RELEASE OF THE POLICY. Set
forth below are the procedures to be followed for confirming the amount of the premium to be
paid and for paying such amount:
Confirmation of
Amount to be Paid: Upon determination of the final debt service schedule, email
such schedule to AG
Attention: Amanda Rosenblum, Director
Phone No.: (212) 339-3426
Email: ARosenblum@agltd.com
Confirm with AG's credit analyst that you are in agreement with respect to policy limit
and premium on the transaction prior to the closing date.
Payment Date:
Method of Payment:
Wire Transfer Instructions:
Beneficiary Bank:
ABA Number:
Beneficiary:
Account Number:
Policy Number:
Date of Delivery of the insured bonds.
Wire transfer of Federal Funds.
JP Morgan Chase, New York
021 000 021
Assured Guaranty Inc. — Premium
323-355919
[To Be Assigned]
CONFIRMATION OF PREMIUM WIRE NUMBER AT CLOSING
The wire transfer number and the name of the sending bank shall be communicated on the
closing date to Nicole Cinquegrana, Closing Coordinator, (212) 261-5593,
NCinquegrana@agltd.com.
EXHIBIT B
SALES TAX REMITTANCE AGREEMENT
306855350.3/1001400940 B-1
SALES TAX REMITTANCE AGREEMENT
THIS SALES TAX REMITTANCE AGREEMENT, dated as of September 15, 2026 (the
"Agreement"), Is executed by and between the City of The Colony, Texas (the "City") and The
Colony Community Development Corporation (the "Corporation")
WITNESSETH:
WHEREAS, the Corporation has been duly created and organized pursuant to the
provisions of the Development Corporation Act, Texas Local Government Code, Title 12, Subtitle
C1, as amended (formerly known as the Development Corporation Act of 1979, Tex, Rev. Civ.
Stat. Ann, Article 5190.6) (the "Act"), specifically with the corporation to possess the powers
granted by Section 4B and now operates under Chapters 501, 502 and 505 of the Texas Local
Government Code; and
WHEREAS, the City, has been authorized by the voters of the City, pursuant to an election
held January 17, 1998, to levy and collect a 'f2 of 1% local sales and use tax for purposes
authorized by the Act for land, buildings, equipment, facilities, and improvements required or
suitable for use for sports, athletic, entertainment, tourist convention, and public park purposes
and events, including but not limited to community centers, libraries, and hike and bike trails, and
the promotion or development of new or expanded business enterprises (the "Community
Development Sales Tax"); and
WHEREAS, under the Act and the provisions of the Texas Tax Code, disbursements of
sales and use taxes are made to cities, such as the City, by the Comptroller of Public Accounts
of Texas (the "Comptroller"); and
WHEREAS, under authority of the Act, it is the intent of the Corporation to issue bonds for
the purpose of financing projects, improvements and costs as permitted by the Act, and to secure
such bonds with the Community Development Sales Tax collected by the City under authority of
the Act; and
WHEREAS, under the current policies and procedures established by the Comptroller,
revenues from the general sales and use tax belonging to the City and the Community
Development Sales Tax are collected jointly and remitted directly to the City in undivided interests
and without allocations or notations of ownership as between the City and the Corporation; and
WHEREAS, in order to enhance the marketability of the proposed bonds, it is appropriate
and necessary that the City and the Corporation memorialize formal procedures by which the
Community Development Sales Tax collected by the City is identified, allocated, and transferred
to or for the benefit of the Corporation;
NOW THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation contract and agree as
follows:
SECTION 1: Pledged Revenue Fund. To secure bonds issued by the Corporation and
pursuant to a resolution adopted by the Corporation on September 15, 2026 (the "Resolution"),
the Corporation has established with a depository bank of the Corporation a fund designated in
the Resolution as the "Pledged Revenue Fund". Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Resolution.
3068»31831001400940
SECTION 2: Collection of Sales Tax Receipts. The City hereby agrees that all
remittances of commingled sales and use tax collections belonging to the City and the Corporation
in undivided interests (the "Undivided Sales Tax Receipts") shall be deposited as received, or
transmitted by the Comptroller directly, to the depository account of the City held and maintained
by the City at its official depository bank (the "City Depository Bank") designated from time to time
by the City, and the City shall request the Comptroller to transmit such funds by the earliest
available and feasible means under the policies of the Comptroller in effect from time to time.
SECTION 3: Certification and Transfer of Gross Sales Tax Revenues. Immediately
upon receipt of the Undivided Sales Tax Receipts from the Comptroller, the City Manager or his
or her designee, the Assistant City Manager or the Finance Director of the City shall determine
the share of the Undivided Sales Tax Receipts belonging to the Corporation, in accordance with
the Act. Such person shall in writing certify the determined amount to the Corporation. On or
before the twentieth (20th) day of each month the City shall instruct the City Depository Bank to
transfer to the Corporation, in immediately available funds for deposit in the Pledged Revenue
Fund, the amount of Undivided Sales Tax Receipts so certified by such person constituting the
Gross Sales Tax Revenues (as defined in the Resolution). The City Depository Bank shall not
have any responsibility to verify or determine the accuracy of the amounts determined to be Gross
Sales Tax Revenues by the City, and transferred by it from time to time according to this Section.
SECTION 4: Collection of Community Development Sales Tax. The Executive
Director of the Corporation and the City Manager of the City or their designees, shall take such
actions as are required to cause the Community Development Sales Tax to be delivered and
transferred by the Comptroller to the City for use by the Corporation by the fastest and most
economically feasible means available.
SECTION 5: Security for Funds. The City represents that all moneys on deposit in the
City Depository Bank, including the Gross Sales Tax Revenues, are collateralized in the manner
and with the collateral required by applicable law.
SECTION 6: Change in Depository. The City reserves the right from time to time to
change its official depository bank, and hereby agrees to give the Corporation thirty (30) days
prior written notice of any such change in its official depository bank.
SECTION 7: Use of Moneys by Corporation. The Corporation agrees to use the
moneys on deposit in the Pledged Revenue Fund in a manner consistent with the terms and
conditions of the Resolution and the Act.
SECTION 8: Depository Responsibilities. The President, Vice -President and
Secretary of the Board of Directors of the Corporation, the Executive Director of the Corporation
and the City Manager and Assistant City Manager of the City shall develop procedures to ensure
that the City Depository Bank shall be obligated to perform the duties detailed in this Agreement,
including the incorporation of this Agreement by the City into and as part of the bidding procedures
by which the City designates and selects its City Depository Bank or banks from time to time.
SECTION 9: Effect of Agreement. The City and the Corporation acknowledge that the
Bonds issued under the Resolution will be purchased in reliance upon timely and diligent
compliance with the terms and requirements of this Agreement.
SECTION 10: Modifications. This Agreement shall not be changed orally, and no
executory agreement shall be effective to waive, change, modify or discharge this Agreement in
[Signature page of Sales Tax Remittance Agreement]
whole or in part unless such executory agreement is in writing and is signed by the parties against
whom enforcement of any waiver, change, modification or discharge is sought and to the extent
that the provisions of Sections 2, 3 or 10 hereof are subject to any such proposed waiver, change,
modification or discharge, the prior consent of the owners of a majority in aggregate principal
amount of all Parity Obligations then Outstanding (as defined in the Resolution) must be obtained;
provided, however, that, Sections 2, 3, and 10 may be waived, changed or modified without the
consent or approval of any holder of the Parity Obligations, for any of the following purposes (i)
to make changes necessary to conform to changes in the Resolution, applicable law or the
practices employed by the Comptroller with respect to remitting proceeds of the Community
Development Sales Tax, (ii) to cure any formal defect, omission or ambiguity herein, (iii) to add to
the covenants and agreements of the City any other covenants and agreements which are not
contrary to or inconsistent with the Resolution, (iv) to satisfy any requirements imposed by a rating
agency if necessary to maintain the then current rating on any Parity Obligations, (v) to specify
further the duties and responsibilities of, and to define further the relationship among the City, the
City Depository Bank and the Corporation, and (vi) to make any other changes which will not
materially adversely affect the rights of any owners of the Parity Obligations Outstanding under
the Resolution.
SECTION 11: Entire Agreement. This Agreement contains the entire agreement
between the parties pertaining to the subject matter hereof and fully supersedes all prior
agreements and understandings between the parties pertaining to such subject matter.
SECTION 12: Counterparts. This Agreement may be executed in several counterparts,
and all such executed counterparts shall constitute the same agreement. It shall be necessary to
account for only one such counterpart in proving this Agreement.
SECTION 13' Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.
SECTION 14: Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the substantive federal laws of the United States and the laws of
the State of Texas.
SECTION 15: Camtions. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any purpose, to limit or
define the text of any section or any subsection hereof.
[The remainder of this page intentionally left blank.]
[Signature page of Sales Tax Remittance Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
ATTES
City Secretary
CITY OF THE COLONY, TEXAS
By
Mayor
[Signature page of Sales Tax Remittance Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in
multiple counterparts, each of which shall be considered an original for all purposes, as of the day
and year first set out above.
THE COLONY COMM LAITY DEVELOPMENT
CORPORAT1.GV lr
A
ATTEST:
r
Secretary, oard of Directo s
President,"Bo6rd of Directors
[Signature page of Sales Tax Remittance Agreement]