HomeMy WebLinkAboutOrdinance No. 00-1180 ORIGINAL
ORDINANCE NO. OD- ! / ~ C)
ORDINANCE
AUTHORIZING THE ISSUANCE OF
$3,250,000
CITY OF THE COLONY, TEXAS
COMBINATION TAX AND LIMITED SURPLUS REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2000
Adopted on ~k~d_~_, 2000
TABLE OF CONTENTS
Page
Recitals ......................................................................... 1
ARTICLE I
DEFINrrIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions ........................................................... 1
Section 1.02. Other Definitions ...................................................... 3
Section 1.03. Findings ............................................................. 3
Section 1.04. Table of Contents, Titles and Headings ..................................... 4
Section 1.05. Interpretation ......................................................... 4
ARTICLE 1I
SECURITY FOR TH~ CERTIHCATES
Section 2.01. Tax Lew for Payment of the Certificates .................................... 4
Section 2.02. Revenue Pledge ....................................................... 4
ARTICLE m
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CERTIFICATES
Section 3.01. Authorization ......................................................... 5
Section 3.02. Date, Denomination, Maturities, Numbers and Interest ......................... 5
Section 3.03. Medium, Method and Place of Payment .................................... 6
Section 3.04. Execution and Initial Registration ......................................... 7
Section 3.05. Ownership ........................................................... 7
Section 3.06. Registration, Transfer and Exchange ....................................... 8
Section 3.07. Cancellation and Authentication ........................................... 9
Section 3.08. Temporar~ Certificates ................................................ 10
Section 3.09. Replacement Certificates ............................................... 10
Section 3.10. Book-Entr~ Only System ............................................... 11
Section 3.1 1. Successor Securities Depositor~; Transfer Outside Book-Entry Only System ....... 12
Section 3.12. Payments to Cede & Co ................................................ 13
ARTICLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section 4.01. Limitation on Redemption .............................................. 13
Section 4.02. Redemption of Certificates Prior to Maturity ................................ 13
C:~o~on~2000~o~or~ (i)
Section 4,03. Partial Redemption .................................................... 14
Section 4.04. Notice of Redemption to Owners ......................................... 15
Section 4.05. Payment Upon Redemption ............................................. 15
Section 4.06. Effect of Redemption .................................................. 15
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar .............................. 16
Section 5.02. Qualifications ........................................................ 16
Section 5.03. Maintaining Paying Agent/Registrar ...................................... 16
Section 5.04. Termination ......................................................... 16
Section 5.05. Notice of Change to Owners .......................................... .. 17
Section 5.06. Agreement to Perform Duties and Functions ................................ 17
Section 5.07. Delivery of Records to Successor ........................................ 17
ARTICLE VI
FORM OF THE CERTIFICATES
Section 6.01. Form Generally ...................................................... 17
Section 6.02. Form of Certificates -. .................................................. 18
Section 6.03. CUSIP Registration ................................................... 24
Section 6.04. Legal Opinion ....................................................... 24
Section 6.05. Municipal Bond Insurance .............................................. 24'
ARTICLE VII
SALE OF THE CERTIFICATES; CONTROL AND DELIVERY OF THE CERTIFICATES
Section 7.01. Sale of Certificates; Official Statement .................................... 24
Section 7.02. Control and Delivery of Certificates ....................................... 25
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Creation of Funds ..................................................... 26
Section 8.02. Interest and Sinking Fund .............................................. ,26
Section 8.03. Construction Fund .................................................... 26
Section 8.04. Security of Funds ..................................................... 26
Section 8.05. Deposit of Proceeds ................................................... 27
Section 8.06. Investments ......................................................... 27
Section 8.07. Investment Income .................................................... 27
(ii)
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Certificates ............................................. 27
Section 9.02. Other Representations and Covenants ..................................... 27
Section 9.03. Federal Tax Matters ................................................... 28
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default .................................................... 29
Section 10.02. Remedies for Default ................................................. 29
Section 10.03. Remedies Not Exclusive .............................................. 30
ARTICLE XI
DISCHARGE AND DEFEASANCE
Section 11.01. Discharge and Defeasance by Payment ................................... 30
Section 11.02. Discharge and Defeasance by Deposit .................................... 30
ARTICLE X_II
CONTINUING DISCLOSURE OBLIGATION
Section 12.01. Definitions ......................................................... 31
Section 12.02. Annual Reports ..................................................... 32
Section 12.03. Material Event Notices ................................................ 32
Section 12.04. Limitations, Disclaimers, and Amendments ................................ 33
ARTICLE XIII
AMENDMENTS; FURTHER PROCEDURES; AND SEVERABILrrY
Section 13.01. Amendments ....................................................... 34
Section 13.02. Further Procedures ................................................... 35
Section 13.03. Severability ........................................................ 35
EXHIBIT A DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
(iii)
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF THE
COLONY, TEXAS, COMBINATION TAX AND LIMITED SURPLUS
REVENUE CERTIFICATES OF OBLIGATION, SERIES 2000; LEVYING AN
ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR
AND PAYMENT OF SAID CERTIFICATES; PRESCRIBING THE FORM OF
SAID CERTIFICATES; AWARDING THE SALE THEREOF; APPROVING
THE OFFICIAL STATEMENT; AND ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT
WHEREAS, the City Council (the "City Council") of the City of The Colony, Texas (the "City"),
by resolution adopted on February 28, 2000, directed publication of notice of the City's intention to issue
a maximum principal amount not to exceed $3,250,000 of certificates of obligation of the City for the
purposes hereinafter set forth;
WHEREAS, such notice was published in the manner and to the extent required by law;
WHEREAS, there has not been filed with the City Secretary or any other officer of the City a
petition protesting the issuance of such certificates of obligation and requesting an election on same; and
WHEREAS, it is affirmatively found and determined that the City is authorized to proceed with
the issuance and sale of such certificates of obligation as authorized by the Constitution and laws of the
State of Texas, including, particularly, Tex. Loc. Gov't Code Ann. ch. 271, subch. C, and Tex. Gov't Code'
Ann. ch. 1502, as amended; and
WI-IEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the date, hour, place and subject
of said meeting, including this Ordinance, was given, all as required by the applicable provisions of Tex.
Gov't Code Ann. ch. 551; Now, Therefore
BE IT ORDAINED BY TI-IE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS:
ARTICLE I
DEFINITIONS AND OTI-IER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise, in flais
Ordinance the following terms shall have the meanings specified below:
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"Certificate" means any oft. he Certificates.
"Certificates" means the City's certificates of obligation entitled "City of The Colony, Texas,
Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2000, authorized to be
issued by Section 3.01.
"Closing Date" means the date of the initial delivery of and payment for the Certificates.
"Code" means the Intemal Revenue Code of 1986, as amended, including applicable regulations,
published rulings and court decisions relating thereto.
"Construction Fund" means the construction fund established by Section 8.01(a).
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar
named herein, its corporate trust office in New York, New York, and (ii) with respect to any successor
Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the
City and such successor.
"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means any broker, dealer, bank, trust company, cleating corporation or certain
other organizations with Certificates credited to an account maintained on its behalf by DTC.
"Event of Default" means any Event of Default as defined in Section 10.01.
"Initial Certificate" means the Certificate described in Sections 3.04(d) and 6.02(d).
"Interest and Sinking Fund" means the interest and sinking fund established by Section 8.01(a).
"Interest Payment Date" means the date or dates upon which interest on the Certificates is
scheduled to be paid until the maturity or prior redemption of the Certificates, such dates being February
15 and August 15 of each year commencing February 15, 2001.
"Ordinance" means this Ordinance.
"Original Issue Date" means the date designated as the date of the Certificates by Section 3.02(a).
"Owner" means the person who is the registered owner of a Certificate or Certificates, as shown
in the Register.
"Paying Agent/Registrar" means The Bank of New York, New York, New York, any successor
thereto or an entity which is appointed as and assumes the duties of paying agent/registrar as provided m
this Ordinance.
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"Purchaser" means the person, firm or entity (whether one or more) initially purchasing the
Certificates from the City and which is designated in Section 7.01.
"Record Date" means the last business day of the month next preceding an Interest Payment Date.
"Register" means the Register specified in Section 3.06(a).
"Representation Letter" means the Blanket Issuer Letter of Representations with respect to the
Certificates and other obligations of the City, between the City and DTC.
"Special Payment Date" means the new date established for payment of interest on the Certificates
in the event of a nonpayment of interest on a scheduled payment date, and for 30 days thereafter, as
described in Section 3.03(b).
"Special Record Date" means the new record date established for payment of interest on the
Certificates in the event of a nonpayment of interest on a scheduled payment date, and for 30 days
thereafter, as described in Section 3.03(b).
"Surplus Revenues" means the revenues of the City's waterworks and sewer system, not to exceed
$1,000, available after deduction of the reasonable expenses of said System and the payment of all debt
service, reserve and other requirements with respect to all of the City's revenue bonds and other
obligations, now outstanding or hereafter issued, that are payable in whole or in part from a pledge of all
or part of the revenues of such system.
"Term Certificates" means the Certificates that are subject to mandatory sinking fund redemption,
as provided in Section 4.02(b).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment
of principal, redemption premium, if any, or interest on the Certificates as the same become due and
payable or money set aside for the payment of Certificates duly called for redemption prior to maturity, and
remaining unclaimed for 90 days after the applicable payment or redemption date.
Section 1.02. Other Definitions.
The terms "City Council" and "City" shall have the respective meanings assigned in the preamble
to this Ordinance.
Section 1.03. Findings.
The declarations, determinations and findings declared, made and found in the preamble to this
Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
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Section 1.04. Table of Contents, Titles and Headings.
The table of contents, rifles and headings of the Articles and Sections of this Ordinance have been
inserted for convenience of reference only and are not to be considered a part hereof and shall not in any
way modify or resthct any of the terms or provisions hereof and shall never be considered or given any
effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent
should arise.
Section 1.05. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be construed
to include correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be consumed to include correlative words of the plural number and vice versa
Co) This Ordinance and all the terms and provisions hereof shall be liberally consUmed to
effectuate the purposes set forth herein and to sustain the validity of this Ordinance.
(c) Unless expressly provided othenvise, all references to article and section numbers herein shall
be to the article and section numbers of this Ordinance.
ARTICLE II
SECURIrY FOR THE CERTIFICATES
Section 2.01. Tax Lev~ for Payment of the Certificates.
(a) The City Council hereby declares and covenants that it will provide and levy a tax legally and
fully sufficient for payment of the Certificates, it having been determined that the existing and available
taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration
of all other outstanding obligations of the City.
(b) In order to provide for the payment of the debt service requirements on the Certificates, being
(i) the interest on the Certificates and (ii) a sinking fund for their payment at maturity or a sinking fund of
two percent (whichever amount is the greater), there is hereby levied for the current year and each
succeeding year thereafter, while the Certificates or interest thereon remain outstanding and unpaid, a tax
within legal limitations on each $100 valuation of taxable property in the City that is sufficient to pay such
debt service requirements, full allowance being made for delinquencies and costs of collection.
(c) The tax levied by this Section shall be assessed and collected each year and applied to the
payment of the debt service requirements on the Certificates, and the tax shall not be diverted to any other
purpose.
Section 2.02. Revenue Pledge.
The Certificates are additionally secured by and shall be payable from a pledge of the Surplus
Revenues.
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ARTICLE m
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CERTIFICATES
Section 3.01. Authorization.
The City's certificates of obligation to be designated "City of The Colony, Texas, Combination Tax
and Limited Surplus Revenue Certificates of Obhgation, Series 2000," are hereby authorized to be issued
and delivered m accordance with the Constitution and laws of the State of Texas, in the aggregate principal
mount of $3,250,000 for the public purpose of paying contractual obligations to be incurred for the
construction, reconstruction and improvemem of streets, including related drainage, and for the
acquisition of land and interests in land and properties as necessary therefor, and to pay the'costs
incurred in connection with the issuance of the Certificates.
Section 3.02. Date, Denomination, Maturities, Numbers and Interest.
(a) The Certificates shall have the Original Issue Date of March 15, 2000, shall be in fully
registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof, and shall
be numbered separately from one upward or such other desi~ation acceptable to the City and the Paying
Agent/Registrar, except the Initial Certificate which shall be numbered as hereinafter provided.
(b) The Certificates shall mature on August 15 in the years and in the principal mounts and
interest rates set forth below, interest on each Certificate accruing on the basis of a 360-day year of twelve
3 O-day months from the Original Issue Date or the most recent Interest Payment Date to which interest has
been paid or provided for at the per annum rates of interest, payable semiannually on February 15 and
August 15 of each year until the principal amount shall have been paid or provision for such payment shall
have been made, commencing Febmal3, 15, 2001, as follows:
Principal Interest Principal Interest
Yea[. Amount Rate Year Amount Rate
2002 $ 60,000 4.875% 2012 $180,000 5.300%
2003 65,000 4.875% 2013 190,000 5.350%
2004 110,000 4.875% 2014 200,000 5.400%
2005 120,000 4.900% 2015 210,000 5.450%
2006 125,000 5.000% 2016 220,000 5.500%
2007 135,000 5.000% 2017 235,000 5.600%
2008 140,000 5.800% 2018 245,000 5.600%
2009 150,000 6.375% .........
2010 160,000 6.375% 2020 535,000 5.750%
2011 170,000 5.250%
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Section 3.03. Medium, Method and Place of Payment
(a) The principal of, premium, if any, and interest on the Certificates shall be paid in lawful
money of the United States of America as provided in this Section.
(b) Interest on the Certificates shall be payable to the Owners whose names appear in the
Register at the close of business on the Record Date; provided, however, that in the event of nonpayment
of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when
funds for the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date", which shall
be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the address of each Owner
appearing on the books of the Paying Agent/Registrar at the close of business on the 15th day next
preceding the date of mailing of such notice.
(c) Interest on the Certificates shall be paid by check (dated as of the Interest Payment Date)
and sent by the Paying Agent/Registrar to the person entitled to such payment, by United States mail, first
class postage prepaid, to the address of such person as it appears in the Register or by such other
.customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest
~s to be paid; provided, however, that such person shall bear all risk and expenses of such other customary
banking arrangements.
(d) The principal of each Certificate shall be paid to the person in whose name such Certificate
is registered on the due date thereof (whether at the maturity date or the date of prior redemption thereof)'
upon presentation and surrender of such Certificate at the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on the Certificates is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated
Paymentrrransfer Office is located are required or authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or
day on which such banking institutions are required or 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.
(f) Subject to Title 6, Texas Property Code, as amended, Unclaimed Payments remaining
unclaimed for three years after the applicable payment or redemption date shall be paid by the Paying
Agent/Registrar to the City, to be used for any lawful purpose. Thereafter, neither the City, the Paying
Agent/Registrar, nor any other person shall be liable or responsible to any Owners of such Certificates for
any further payment of such unclaimed moneys or on account of any such Certificates, subject to any
applicable escheat, abandoned property, or similar law.
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Section 3.04. Execution and Initial Registration.
(a) The Certificates shall be executed on behalf of the City by the Mayor and City Secretary
of the City, by their manual or facsimile signatures, and the official seal of the City shall be impressed or
placed in facsimile thereon. Such facsimile signatures on the Certificates shall have the same effect as if
each of the Certificates had been signed manually and in person by each of said officers, and such facsimile
seal on the Certificates shall have the same effect as if the official seal of the City had been manually
impressed upon each of the Certificates.
(b) In the event that any officer of the City whose manual or facsimile signature appears on
the CenSficates ceases to be such officer before the authentication of such Certificates or before the dehvery
thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as
if such officer had remained in such office.
(c) Except as provided below, no Certificate shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate
of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized representative of the Paying Agent/Registrar. It shall not be
required that the same authorized officer or representative of the Paying Agent/Registrar sign the
Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying
Agent/Registrar described above, the Initial Certificate delivered on the Closing Date shall have attached
thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance,
manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized
agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney
General of the State of Texas and that it is a valid and binding obligation of the City, and has been
registered by the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Certificate representing the entire principal amount of the
Certificates, payable in stated installments to the Purchaser or its designee, executed by manual or
facsimile signature of the Mayor and City Secretary of the City, approved by the Attorney General of the
State of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of
Texas, will be delivered to the Purchaser or its designee. Upon payment for the Initial Certificate, the
Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the Purchaser
one registered definitive Certificate for each year of maturity of the Certificates in the aggregate principal
amount of all of the Certificates for such maturity, registered in the name of Cede & Co., as nominee of
DTC. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System,
pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall
hold the definitive Certificates in safekeeping for DTC.
Section 3.05. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in whose
name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and
receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making
and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to
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the person in whose name the Certificate is registered on the Record Date or Special Record Date, as
applicable), and for all other purposes, whether or not such Certificate is overdue, and neither the City nor
the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the person deemed to be the Owner of any Certificate in accordance
with this Section shall be valid and effectual and shall discharge the liabihty of the City and the Paying
Agent/Registrar upon such Certificate to the extent of the sums paid.
Section 3.06. Registration, Transfer and Exchange.
(a) So long as any Certificates remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in which,
subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the
registration and transfer of Certificates in accordance with this Ordinance.
(b) Registration of any Certificate may be transferred in the Register only upon the presentation
and surrender thereof at the Designated Payment/Transfer Office for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assi~m~ment of the Certificates, or any
portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such
assignee or assignees thereof to have the Certificate or any portion thereof registered in the name of such
assignee or assignees. No transfer of any Certificate shall be effective until entered in the Register. Upon
assi~ment and transfer of any Certificate or portion thereof, a new Certificate or Certificates will be issued
by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Certificate.
To the extent possible the Paying Agent/Registrar will issue such new Certificate or Certificates in not
more than three business days after receipt of the Certificate to be transferred in proper form and with'
proper instructions directing such transfer.
(c) Any Certificate may be converted and exchanged only upon the presentation and surrender
thereof at the Designated Payment/Transfer Office, together with a written request therefor duly executed
by the Owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Certificate or Certificates
of the same maturity and interest rate and in any authorized denomination and in an aggregate principal
amount equal to the unpaid principal amount of the Certificate presented for exchange. If a portion of any
Certificate is redeemed prior to its scheduled maturity as provided herein, a substitute Certificate or
Certificates having the same maturity date, beating interest at the same rate, in the denomination or
denominations of any integral multiple of $5,000 at the request of the Owner, and in an aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Owner upon surrender thereof for
cancellation. To the extent possible, a new Certificate or Certificates shall be delivered by the Paying
Agent/Registrar to the Owner of the Certificate or Certificates in not more than three business days after
receipt of the Certificate to be exchanged in proper form and with proper instructions directing such
exchange.
(d) Each Certificate issued in exchange for any Certificate or portion thereof assigned,
transferred or converted shall have the same principal maturity date and bear interest at the same rate as
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the Certificate for which it is being exchanged. Each substitute Certificate shall bear aletter and/or number
to distinguish it from each other Certificate. The Paying Agent/Registrar shall convert and exchange the
Certificates as provided herein, and each substitute Certificate delivered in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security
of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such substitute
Certificate is delivered.
(e) The City will pay the Paying Agent/Registrar's reasonable and customa~ charge for the
initial registration or any subsequent transfer, exchange or conversion of Certificates, but the Paying
Agent/Registrar will require the Owner to pay a sum sufficient to cover any tax or other governmental
charge that is authorized to be imposed in connection with the registration, transfer, exchange or
conversion of a Certificate. In addition, the City hereby covenants with the Owners of the Certificates that
it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for
its services with respect to the payment of the principal of and interest on the Certificates, when due, and
(ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer,
registration, conversion and exchange of Certificates as provided herein.
(0 Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled
balance of a Certificate.
Section 3.07. Cancellation and Authentication.
(a) All Certificates paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are'
authenticated and delivered in accordance with this Ordinance, shall be canceled and destroyed upon the
malting of proper records regarding such payment, redemption, exchange or replacement. The Paying
Agent/Registrar shall periodically furnish the City with certificates of destruction of such Certificates.
(b) Each substitute Certificate issued pursuant to the provisions of Sections 3.06 and 3.09, in
conversion of and exchange for or replacement of any Certificate or Certificates issued under this
Ordinance, shall have printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form
hereinafter set fortk An authorized representative of the Paying Agent/Registrar shall, before the delivery
of any such Certificate, manually sign and date such Certificate, and no such Certificate shall be deemed
to be issued or outstanding unless such Certificate is so executed. No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish
the foregoing conversion and exchange or replacement of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the
manner prescribed herein. Pursuant to Title 9, Texas Government Code, as amended, and particularly
Chapter 1201, Subchapter D thereof, the duty of conversion and exchange or replacement of Certificates
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the ab°ve
Paying Agent/Registrar' s Authentication Certificate, the converted and exchanged or replaced Certificates
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial
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Certificate which was originally delivered pursuant to this Ordinance, approved by the Attorney General,
and registered by the Comptroller of Public Accounts.
(c) Certificates issued in conversion and exchange or replacement of any other Certificate or
portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of
and interest on such Certificates to be payable only to the Owners thereof, (ii) may be redeemed prior to
their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for
other Certificates, (v) shall have the characteristics, (vi)\shall be signed and sealed, and (vii) shall be
payable as to principal and interest, all as provided, and in the manner required or indicated, in the Form
of Certificates set forth in this Ordinance.
Section 3.08. Temporary Certificates.
(a) Following the delivery and registration of the Initial Certificates and pending the
preparation of definitive Certificates, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that
are printed, hthographed, typewhtten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without coupons,
and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City
executing such temporary Certificates may determine, as evidenced by their signing of such temporary
Certificates.
(b) Until exchanged for Certificates in definitive form, such Certificates in temporary form
shall be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying'
Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation and surrender of the
Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar
shall cancel the Certificates in temporary form and authenticate and deliver in exchange therefor a
Certificate or Certificates of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary
form surrendered. Such exchange shall be made without the malting of any charge therefor to any Owner.
Section 3.09. Replacement Certificates.
(a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated
Payment/Transfer Office, of a mutilated Certificate, the Paying Agent/Regislxar shall authenticate and
deliver in exchange therefor a replacement Certificate of like tenor and principal amount, beating a number
not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of
such Certificate to pay a sum sufficient to cover any tax or other governmental charge that is authorized
to be imposed in connection therewith and any other expenses connected therewith.
(b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice
or knowledge that such Certificate has been acquired by a bona fide purchaser, shall authenticate and
C:~g~cli~ke, olony~oo~2000\does~ordin - 1 O-
deliver a replacement Certificate of like tenor and principal amount, bearing a number not
contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances oft he loss, destruction or theft of such Certificate;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them harmless;
(iii) pays all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental
charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the Paying
Agent/Registrar.
(c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original
Certificate in lieu of which such replacement Certificate was issued presents for payment such original
Certificate, the City and the Paying AgenffRegistrar shall be entitled to recover such replacement
Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent
of any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in connection
therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion,'
instead of issuing a replacement Certificate, may pay such Certificate if it has become due and payable or
may pay such Certificate when it becomes due and payable.
(e) Each replacement Certificate delivered in accordance with this Section shall constitute an
original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance
to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is
delivered.
Section 3.10. Book-Entry Only System.
(a) The definitive Certificates shall be imtially issued in the form of a separate single fully
registered Certificate for each of the maturities thereof. Upon imtial issuance, the ownership of each such
Certificate shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in
Section 3.11 hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as
nominee of DTC.
(b) With respect to Certificates registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates, except as
CSlgkclien~\colony~cos2OOO~docs~ordin - 1 ] -
provided in this Ordinance. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii)
the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register,
of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to
any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount
with respect to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other
provision of this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat
and consider the person in whose name each Certificate is registered in the Register as the absolute Owner
of such Certificate for the purpose of payment of principal of, premium, if any, and interest on the
Certificates, for the purpose of giving notices of redemption and other matters with respect to such
Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other
purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest
on the Certificates only to or upon the order of the respective Owners, as shown in the Register as provided
in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be
valid and effective to fully satisfy and discharge the City's obligations with respect to payment of,
premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other
than an Owner, as shown in the register, shall receive a Certificate evidencing the obligation of the City
to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Owner at the close of business on the Record Date, the term "Cede & Co." in
this Ordinance shall refer to such new nominee of DTC.
(c) The previous approval, execution and delivery of the Represemation Letter is hereby ratified
and confirmed; and the provisions thereof shall be fully applicable to the Certificates.
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only System
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the Representation Letter, and that it is in the best
interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, or
in the event DTC discontinues the services described herein, the City or the Paying Agent/Registrar shall
(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities
and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the
appointment of such successor securities depository and transfer one or more separate Certificates to such
successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the
availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts, as identified by DTC. In such event, the Certificates
shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Owners transferring or exchanging Certificates shall designate, in accordance
with the provisions of this Ordinance.
C:~Adie~ts~eolon!Aeos2OOO~ocs~ordin - 12-
Section 3.12. Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificates
are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Certificates, and all notices with respect to such Certificates, shall
be made and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Certificates shall be subject to redemption before scheduled maturity only as provided in this
Article IV.
Section 4.02. Redemption of Certificates Prior to Maturity.
(a) Optional Redemption.
(i) The City reserves the option to redeem the Certificates maturing on and after
August 15, 2011, in whole or in part, before their scheduled maturity date, on August 15, 2010,
or on any date thereafter (such redemption date or dates to be fixed by the City) at a price equal
to. the principal amount of the Certificates called for redemption plus accrued interest from the
most recent interest payment date on which interest has been paid or duly provided for to the
redemption date.
(ii) The City, at least forty-five (45) days before the redemption date (unless a shorter
period shall be satisfactory to the Paying Agent/Registrar), shall notify the Paying Agent/Registrar
of such redemption date and of the principal amount of Certificates to be redeemed.
(b) Mandatory Sinking Fund Redemption.
(i) The Certificates scheduled to mature on August 15, 2020 ("Term Certificates")
are subject to scheduled mandatory redemption by the Paying Agent/Registrar (or DTC or a
successor securities depository, as applicable, if the Certificates are in Book-Entry form) by lot,
or by any other customary method that results in a random selection, at a price equal to the
principal amount thereof, plus accrued interest to the redemption date, out of moneys available for
such purpose in the Interest and Stoking Fund, on the dates and in the respective principal
amounts, set forth in the following schedule:
C:',lg'w, li~mtskoolony~cos2000',docs\ordin - 13-
Term Certificate Maturity August 15, 2020
Mandatory
Redemption Principal
Date Amount
August 15, 2019 $260,000
August 15, 2020 (maturity) $275,000
(ii) The principal amount of Term Certificates of a stated maturity required to be
redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund
redemption provisions hereof shall be reduced, at the option of the City, by the principal amount of any
Term Certificates of the same maturity which, at least 50 days prior to a mandatory redemption date (1)
shall have been acquired by the City and delivered to the Paying AgenffRegistrar for cancellation, (2)
shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3)
shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited
against a mandatory sinking fired redemption requirement.
(iii) The City reselwes the right to purchase Term Certificates, in lieu of redemption,
at a price not exceeding the principal amount thereof, plus accrued interest, with moneys on deposit
in the Interest and Sinking Fund which are available for mandatory redemption of the Term
Certificates, and the principal amount of Term Certificates so purchased and delivered to the Paying
Agent/Registrar at least 50 days prior to a mandatory redemption date shall be credited against the
amount required to be called for redemption in that year.
(iv) At least thirty (30) days prior to each scheduled Mandatory Redemption Date, the
Paying Agent/Registrar shall select for redemption a principal amount of Term Certificates then to
be subject to mandatory redemption equal to the aggregate Principal Amount of such Term
Certificates to be redeemed, shall call such Certificates for redemption on such scheduled Mandatory
Redemption Date, and shall give notice of redemption, as provided in Section 4.04.
Section 4.03. Partial Redemption.
(a) If less than all of the Certificates are to be redeemed pursuant to Section 4.02(a), the City
shall determine the maturities and amounts thereof to be redeemed and shall direct the Paying
Agent/Registrar (or DTC or a successor securities depository, as applicable if the Certificates are in Book-
Entry-Only form) to call by lot Certificates, or portions thereof within such maturity and in such principal
amounts, for redemption.
(b) A portion of a single Certificate of a denomination greater than $5,000 may be redeemed,
but only in a principal amount equal to $5,000 or any integral multiple thereof. The Paying
Agent/Registrar shall treat each $5,000 portion of the Certificate as though it were a single Certificate for
purposes of selection for redemption.
C:klgkclienB~colony\cos2000\does~rdin - 14-
(c) Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06, shall authenticate and deliver in exchange Certificate or Certificates in an
aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered.
(d) The Paying Agent/Registrar shall promptly nohfy the City in writing of the principal
amount to be redeemed of any Certificate as to which only a portion thereof is to be redeemed.
Section 4.04. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Certificates by sending
notice by United States mail, first class postage prepaid, not less than 30 days before the date fixed for
redemption, to the Owner of each Certificate (or part thereof) to be redeemed, at the address shown on the
Register.
(b) The notice shall state the redemption date, the redemption price, the place at which the
Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding are to be
redeemed, an identification of the Certificates or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been
duly given, whether or not the Owner receives such notice.
Section 4.05. Payment Upon Redemption.
(a) Before or on each redemption date, the Paying Agent/Registrar shall make provision for
the payment of the Certificates to be redeemed on such date by setting aside and holding in trust an amount
from the Interest and Sinking Fund or otherwise received by the Paying Agent/Registrar from the City.
sufficient to pay the redemption price of such Certificates.
(b) Upon presentation and surrender of any Certificate called for redemption at the Designated
Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay
the redemption price of such Certificate to the date of redemption from the money set aside for such
purpose.
Section 4.06. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.04, the Certificates or
portions thereof called for redemption shall become due and payable on the date fixed for redemption and,
unless the City defaults in the payment of the redemption price thereof, such Certificates or portions thereof
shall cease to bear interest from and after the date fixed for redemption, whether or not such Certificates
are presented and surrendered for payment on such date.
(b) If any Certificate or portion thereof called for redemption is not so paid upon presentation
and surrender of such Certificate for redemption, such Certificate or portion thereof shall continue to bear
interest at the rate stated on the Certificate until paid or until due provision is made for the payment of
same.
C:~lg~elien~s~eolony~eos2000~docs\ordin - 1 5-
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar.
(a) The City hereby appoints The Bank of New York, New York, New York as its registrar
and transfer agent to keep such books or records and make such transfers and registrations under such
reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfer and registrations as herein provided. It shall be the duty of the
Paying Agent/Registrar to obtain from the Owners and record in the Register the address of such Owner
of each Certificate to which payments with respect to the Certificates shall be mailed, as provided herein.
The City or its designee shall have the right to inspect the Register during regular business hours of the
Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other entity.
(b) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Certificates. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates,
and of all conversions, exchanges and replacements of such Certificates, as provided in this Ordinance.
(c) The execution and delivery of a Paying Agent/Registrar Agreement, specifying the duties
and responsibilities of the City and the Paying Agent/Registrar, is hereby approved with such changes as
may be approved by the Mayor of the City, and the Mayor and City Secretary of the City are hereby
authorized to execute such agreement.
Section 5.02. Qualifications.
Each Paying Agent/Registrar shall be (i) a commercial bank, trust company, or other entity duly
qualified and legally authorized under applicable law, (ii) authorized under such laws to exercise trust
powers, (iii) subject to supervision or examination by a federal or state governmental authority, and (iv)
a single entity.
Section 5.03. Maintaining Paving Agent/Registrar.
(a) At all times while any Certificates are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will
promptly appoint a replacement.
Section 5.04. Termination.
The City reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering
to the entity whose appointment is to be terminated a certified copy of a resolution of the City (i) giving
C 51g~olien~eolony~eos2000~does\ordin - 16-
notice of the termination of the appointment and of the Paying Agent/Registrar Agreement, stating the
effective date of such tenmnation, and (ii) appointing a successor Paying Agent/Registrar; provided that
no such termination shall be effective until a successor Paying Agent/Registrar has accepted the duties of
Paying Agent/Registrar for the Certificates.
Section 5.05. Notice of Change to Owners.
Promptly upon each change in the enhty serving as Paying Agent/Registrar, the City will cause notice
of the change to be sent to each Owner by United States mail, first class postage prepaid, at the address
in the Register, stating the effective date of the change and the name of the replacement Paying
Agent/Registrar and the mailing address of its Designated Payment/Transfer Office.
Section 5.06. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar is deemed to
have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed hereby.
Section 5.07. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and
records relating to the Certificates to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE CERTIFICATES
Section 6.01. Form Generally.
(a) The Certificates, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form
to appear on each of the Certificates, (i) shall be substantially in the form set forth in this Article, with such
appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this
Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the American
Bankers Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such
Certificates, as evidenced by their execution thereof.
(b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with
an appropriate reference thereto on the face of the Certificates.
(c) The Certificates shall be printed, lithographed, or engraved, and may be produced by any
combination of these methods or produced in any other manner, all as determined by the officers executing
c:ugx~i~Xoo~o,y~o~2000xao~Xor~ - 17-
such Certificates, as evidenced by their execution thereof, except that the Initial Certificate submitted to
the Attorney General of the State of Texas, the definitive Certificates delivered to DTC and any temporary
Certificates may be typewritten or photocopied or otherwise produced.
Section 6.02. Form of Certificates.
The form of Certificates, including the form of the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form
of Assignment appearing on the Certificates, shall be substantially as follows:
(a) [Form of Certificate]
REGISTERED REGISTERED
No.~ $
United States of America
State of Texas
CITY OF THE COLONY, TEXAS
COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTWICATE OF OBLIGATION
SERIES 2000
INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP NUMBER:
March 15, 2000
The City of The Colony, Texas (the "City") in the County of Denton, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Certificate shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid
principal amount hereof from the later of the Original Issue Date specified above or the most recent interest
payment date to which interest has been paid or provided for until such principal amount shall have been
paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day
year of twelve 30-day months, such interest to be paid semiannually on Februa~ 15 and August 15 of each
year, commencing February 15, 2001.
CSlg~li~nts~olony~0os2OOOktocskordin - 18-
The principal of this Certificate shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Certificate at the corporate
trust office in New York, New York (the "Designated Payment/Transfer Office") of the Paying
Agent/Registrar executing the registration certificate appearing hereon, or, with respect to a successor
Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this
Certificate is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar
to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar
or by such other customary banking arrangements acceptable to the Paying Agent/Registrar, requested by,
and at the risk and expense of, the person to whom interest is to be paid. For the purpose of the payment
of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is
registered at the close of business on the "Record Date," which shall be the last business day of the month
next preceding such interest payment date; provided, however, that in the event of nonpayment of interest
on a scheduled interest payment date, and for 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 whenfunds
for the payment of such interest have been received from the City. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (the "Special Payment Date", which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each registered owner of a Certificate
appearing on the books of the Paying Agent/Registrar at the close of business on the last business day
preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Certificates is a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the city in which the Designated Payment/transfer
Office is located are required or authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which
such banking institutions are required or authorized to dose; and payment on such date shall have the same.
force and effect as if made on the original date payment was due.
This Certificate is one of a series of fully registered certificates of obligation specified in the tire
hereof issued in the aggregate principal amount of $3,250,000 (herein referred to as the "Certificates"),
issued pursuant to a certain Ordinance of the City Council of the City (the "Ordinance") for the pubhc
purpose of paying contractual obligations to be incurred for the construction of street improvements and
to pay the costs incurred in connection with the issuance of the Certificates.
The Certificates and the interest thereon are payable from the levy of a direct and continuing ad
valorem tax levied, within the limit prescribed by law, against all taxable property in the City and by a
limited pledge of certain Surplus Revenues of the City's waterworks and sewer system, all as provided in
the Ordinance.
The City has reserved the option to redeem the Certificates maturing on and after August 15, 2011,
before their respective scheduled maturity in whole or in part in integral multiples of $5,000 on August 15,
2010, or on any date thereafter, at a price equal to the principal amount of the Certificates so called .for
redemption plus accrued interest to the redemption date. If less than all of the Certificates are to be
redeemed, the City shall determine the amounts thereof to be redeemed and shall direct the Paying
C:'dgkelient~\eolony\,eos2000~cloc~rdin - ] 9-
Agent/Registrar to call by lot Certificates, or portions thereof within such maturity or maturities and in such
mounts, for redemption.
The Certificates scheduled to mature on August 15, 2020 ( the "Term Certificates"), are subject
to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary
method that results in a random selection, at a price equal to the principal amount thereof, plus accrued
interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund
for the Certificates, on the dates and in the respective principal amounts, set forth in the following schedule:
Term Certificate Maturity August 15, 2020
Mandatory
Redemption Principal
Date Amount
August 15, 2019 $260,000
August 15, 2020 (maturity) $275,000
The principal amount of Term Certificates of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation ofthe mandatory sinking fund redemption provisions shall
be reduced, at the option of the City, by the principal amount of any Term Certificates of the same maturity
which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the City and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the
Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional
redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement.
The City reserves the fight to purchase Term Certificates, in lieu of redemption, at a price not'
exceeding the principal amount thereof, plus accrued interest, with moneys on deposit in the Interest and
Sinking Fund which are available for mandatory redemption of the Term Certificates, and the principal
amount of Term Certificates so purchased and delivered to the Paying Agent/Registrar at least 50 days
prior to a mandatory redemption date shall be credited against the amount required to be called for
redemption in that year.
Notice of such redemption or redemptions shall be sent by United States mail, first class postage
prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the
Certificates to.be redeemed in whole or in part. Notice having been so given, the Certificates or portions
thereof designated for redemption shall become due and payable on the redemption date specified in such
notice, and from and after such date, notwithstanding that any of the Certificates or portions thereof so
called for redemption shall not have been surrendered for payment, interest on such Certificates or portions
thereof shall cease to accrue.
As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is
transferable upon surrender oft/tis Certificate for transfer at the Designated Payment/Transfer Office, with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and,
thereupon, one or more new fully registered Certificates of the same stated maturity, of authorized
C :klg\e. li~ts\c, olonykcos2000\docs',ordin -20-
denominations, bearing the same rate of interest, and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any
Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption;
provided, however, such limitation shall not be applicable to an exchange by the registered owner of the
uncalled balance of a Certificate.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this
Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the person in whose name this Certificate is registered on the Record Date
or Special Record Date, as applicable) and for all other purposes, whether or not this Certificate be
overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of
which it is a part is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of the Certificates have been properly done and performed and have
happened in regular and due time, form and manner, as required by law; and that the total indebtedness
of the City, including the Certificates, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, this Certificate has been duly executed on behalf of the City, under its
official seal, in accordance with law.
City Secretary, City of The Colony, Texas Mayor, City of The Colony, Texas
[SEAL]
(b) [Form of Certificate of Paying Agent/Registrar]
CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Certificates referred to in the within mentioned Ordinance. The series of
Certificates of which this Certificate is a part was originally issued as one Initial Certificate which was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
THE BANK OF NEW YORK
as Paying Agent/Registrar
Dated: By:.
Authorized Signatory
C:~qo/i~n~olony~oos2OOO\do~\ordin -21-
(c) [Form of Assignment]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (,print or
typewrite name, address and zip code of transferee):.
(Social Security or other identifying number: ) the within Certificate and all rights
hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for
registration hereof, with full power of substitution m the premises.
Dated:
NOTICE: The signature on this Assignment
must correspond with the name of the registered
owner as it appears on the face of the within
Certificate in every particular and must be
guaranteed in a manner acceptable to the Paying
Agent/Registrar.
Signature Guaranteed By:
Authorized Signatory
(d) Initial Certificate Insertions.
(i) The Imhal Certificate shall be in the form set forth in paragraph (a) of this Section,
except that:
A. immediately under the name of the Certificate, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As
Shown Below" and "CUSIP NO. "deleted;
B. in the first paragraph of the Initial Certificate, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on August
15 in each of the years, in the principal installments and bearing interest at the per
annum rates set forth in the following schedule:
C:~olien~koolony~oos2 0 00\do~kordin -22-
Prmcipal Interest
Years Installments Rates
(Information to be inserted from Section 3.02(b) hereof.)
C. in the second paragraph of the Initial Certificate, "imtial" shall be inserted
before "Paying Agent/Registrar" in the first sentence, "executing the registration
certificate appearing hereon," shall be deleted and an additional sentence shall be
added to the paragraph as follows: "The initial Paying Agent/Registrar is The
Bank of New York, New York, New York."; and
D. the Initial Certificate shall be numbered T-1.
(ii) The following Registration Certificate of Comptroller of Public Accounts shall
appear on the Imtial Certificate in lieu of the Certificate of Paying Agent/Registrar:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF ~ COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that.
the Attorney General of the State of Texas has approved this Certificate, and that this Certificate has been
registered this day by me.
wrrNESS MY SIGNATURE AND SEAL OF OFFICE this
[SEAL] Comptroller of Public Accounts
of the State of Texas
C 51g\cli~nts~colony~cos2000kiocs~rdin -2 3 -
Section 6.03. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division of
Standard & Poor's Corporation and may authorize the printing of such numbers on the face of the
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor the
attomeys approving said Certificates as to legality are to be held responsible for CUSIP numbers
incorrectly printed on the Certificates.
Section 6.04. Legal Opinion.
The approving legal opinion of Fisher & Newsom, P.C., Bond Counsel, may be printed on the reverse
side of or, in the case of the definitive Certificates to be delivered to DTC, be attached to, each definitive
Certificate over the certification of the City Secretary of the City, which may be executed in facsimile.
Section 6.05. Municipal Bond Insurance.
If municipal bond guaranty insurance is obtained with respect to the Certificates, the Certificates,
including the Initial Certificate, may bear an appropriate legend, as provided by the insurer.
ARTICLE VII
SALE OF THE CERTWiCATES; CONTROL AND DELIVERY OF THE CERTIFICATES
section 7.01. Sale of Certificates; Official Statement.
(a) The Certificates are hereby officially sold and awarded to First Tennessee Capital Markets,'
at a price of par, plus accrued interest from the Original Issue Date to the Closing Date, plus a premium
of $-0-. It is officially found, determined and declared that the bid of said Purchaser is the best bid for
the Certificates as the result of competitive bids in accordance with the Notice of Sale and Bidding
Instructions, Official Bid Form and Official Statement for the Certificates. The Certificates shall initially
be registered in the name of the Purchaser or its designee.
Co) The form and substance of the Official Statement for the Certificates and any addenda,
supplement or amendment thereto (the "Official Statement") presented to and considered at this meeting,
is hereby in all respects approved and adopted, and the Official Statement is hereby deemed final as of its
date (except for the omission of pricing and related information) within the meaning and for the purposes
of paragraph (b)(1) of Rule 15 c2-12 under the Securities Exchange Act of 1934, as mended, by the City
Council. The Mayor and City Secretary of the City are hereby authorized and directed to execute the same
manually or by facsimile signature and deliver appropriate numbers of executed copies thereof to the
Purchaser of the Certificates. The Official Statement as thus approved, executed and delivered, with such
appropriate variations as shall be approved by the Mayor and the Purchaser of the Certificates, maybe
used by the Purchaser in the public offering and sale thereof. The use and distribution of the Official
Statement in the pubhc offering of the Certificates by the Purchaser is hereby ratified, approved and
confirmed. The City Secretary is hereby authorized and directed to include and maintain a copy of the
CSlg\elients\eolony~eos2000\do~\ordin -24-
Official Statement and any addenda, supplement or amendment thereto thus approved among the
permanent records of this meeting. The use and distribution of the Official Statement for the Certificates
and the prelimina~ public offering of the Certificates by the Purchaser is hereby ratified, approved and
confirmed.
(c) All officers of the City are authorized to take such actions and to execute such documents,
certificates and receipts as they may deem necessary and appropriate in order to consummate the delivery
of the Certificates.
(d) In the event mumcipal bond guaranty insurance is obtained for the Certificates pursuant
to the terms of sale of the Certificates as set forth in the winning bid, all officers of the City are authorized
to do any and all things to execute and deliver any and all documents, certificates or other instruments
necessary or required for the issuance of a mumcipal bond insurance policy relating to the Certificates.
To the extent permitted by applicable law, the City will comply with all notice and other applicable
requirements of the insurer issuing the municipal bond insurance policy in connection with the issuance
of the Certificates, as such requirements may be in the effect and transmitted to Bond Counsel with such
insurer's commitment to issue such insurance.
(e) The obligation of the Purchaser to accept delivery of the Certificates is subject to the
Purchaser being furnished with the final, approving opinion of Fisher & Newsom, P.C., Bond Counsel for
the City, which opinion shall be dated as of and delivered on the Closing Date. The engagement of such
firm as bond counsel for the City in connection with the issuance, sale and delivery of the Certificates is
hereby approved, ratified and confirmed. The execution and delivery of an engagement letter between the
City and such firm, with respect to Such services as bond counsel, is hereby approved with such changes
as may be approved by the Mayor and the Mayor is hereby authorized to execute such engagement letter.
Section 7.02. Control and Delivery of Certificates.
(a) The Mayor of the City is hereby authorized to have control of the Imtial Certificate and all
necessary records and proceedings pertaining thereto pending investigation, examination and approval of
the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State
of Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts of the State of Texas, delivery
of the Certificates shall be made to the Purchaser under and subject to the general supervision and direction
of the Mayor of the City, against receipt by the City of all amounts due to the City under the terms of sale.
C:~li~nts~colony~os20OO~docskordin -25-
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Creation of Funds.
(a) The City hereby establishes the following special funds or accounts:
(i) the City of The Colony, Texas, Combination Tax and Limited Surplus Revenue
Certificates of Obligation, Series 2000, Interest and Sinking Fund (the "Interest and Sinking
Fund"); and
(ii) the City of The Colony, Texas, Combination Tax and Limited Surplus Revenue
Certificates of Obligation, Series 2000, Construction Fund (the "Construction Fund").
(b) The Interest and Sinking Fund and the Construction Fund shall be maintained at an official
depositow of the City.
Section 8.02. Interest and Sinking Fund.
(a) The taxes levied and revenues pledged under Sections 2.01 and 2.02 shall be deposited
to the credit of the Interest and Sinking Fund at such times and in such amounts as necessary for the timely
payment of the principal of and interest on the Certificates.
(b) Money on deposit in the Interest and Sinking Fund shall be used to pay the principal of and.
interest on the Certificates as such become due and payable.
Section 8.03. Construction Fund.
(a) Money on deposit in the Construction Fund, including investment earnings thereof, shall
be used for the purposes specified in Section 3.01.
(b) All amounts remaining in the Construction Fund after the accomplishment of the purposes
for which the Certificates are hereby issued, including investment earnings of the Construction Fund, shall
be deposited into the Interest and Sinking Fund, unless a change in applicable law permits or authorizes
all or any part of such funds to be used for other purposes.
Section 8.04. Security of Funds.
All moneys on deposit in the funds referred to in this Ordinance shall be secured in the manner and
to the fullest extent required by the laws of the State of Texas for the security of public funds, and moneys
on deposit in such funds shall be used only for the purposes permitted by this Ordinance.
C.'~o~m~s~lonyX~os2 000kdo~rdin -26-
Section 8.05. Deposit of Proceeds.
(a) All amounts received on the Closing Date as accrued interest on the Certificates from the
Original Issue Date to the Closing Date, plus premium, if any, shall be deposited to the Interest and Sinking
Fund.
(b) The remainder of the proceeds of the Certificates shall be deposited to the Construction
Fund and used for the purposes specified in Section 3.01.
Section 8.06. Investments.
(a) Money in the funds established by this Ordinance, at the option of the City, may be
invested in such securities or obligations as permitted under applicable law.
(b) Any securities or obligations in which money is so invested shall be kept and held in trust
for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the
making of all payments required to be made from the fund from which the investment was made.
Section 8.07. Investment Income.
Interest and income derived from investment of any fund created by this Ordinance shall be
credited to such fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Certificates.
While any of the Certificates are outstanding and unpaid, there shall be made available to the
Paying Agent/Regisuar, out of the Interest and Sinking Fund, money sufficient to pay the interest on and
the principal of the Certificates, as applicable, as will accrue or mature on each applicable Interest Payment
Date.
Section 9.02. Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Certificate; the City will promptly pay
or cause to be paid the principal of, interest on, and premium, if any, with respect to, each Certificate on
the dates and at the places and manner prescribed in such Certificate; and the City will, at the times and
in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money
specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Certificates;
all action on its part for the creation and issuance of the Certificates has been duly and effectively taken;
C: ~lg'w, lie~ts\oolony~e, os2000\docs\ordin - 27-
and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
Section 9.03. Federal Tax Matters.
(a) The City hereby represents that the proceeds of the Certificates are needed at this time for
the purposes specified in Section 3.01 hereof; that it is not reasonably expected that the proceeds of the
Certificates or money deposited in the Interest and Sinking Fund will be used or invested in a manner that
would cause the Certificates to be or become "arbitrage bonds," within the meaning of Section 148 of the
Code; and that, except for the Interest and Sinking Fund, no other funds or accounts have been established
or pledged to the payment of the Certificates.
(b) The City will not take any action or fail to take any action with respect to the investment
of the proceeds of the Certificates or any other funds of the City, including amounts received from the
investment of any of the foregoing, if such action or inaction would result in constituting the Certificates
"arbitrage bonds," within the meaning of Section 148 of the Code, and the City will not take any deliberate
action motivated by arbitrage that would have such result.
(c) The City will not take any action or fail to take any action which action or omission would
(i) result in the interest on the Certificates being includable in gross income for federal tax purposes; (ii)
result in the Certificates being treated as "private activity bonds" within the meaning of Section 141 (a) of
the Code; (iii) result in the Certificates being treated as "federally guaranteed" within the meaning of
Section 149(b) of the Code; or (iv) result in the Certificates being treated as "hedge bonds" within the
meaning of Section 149(g) of the Code.
(d) The City will comply with the provisions of Section 148(f) of the Code (relating to paying.
certain excess earnings of investment proceeds of the Certificates to the United States) and the regulations
promulgated thereunder. This covenant includes the maintenance of records regarding investments
acquired with the proceeds by or on behalf of the City adequate to calculate the City's rebate liability.
(e) It is the understanding of the City that the covenants contained herein are intended to assure
compliance with the regulations and rulings issued by the Internal Revenue Service. In the event that
regulations or rulings are hereafter issued which modify or expand provisions of the Code, as applicable
to the Certificates, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect
the exclusion from gross income of interest on the Certificates under Section 103 of the Code. In the event
that regulations or rulings are hereafter issued which impose additional requirements which are applicable
to the Certificates, the City agrees to comply with the additional requirements to the extent necessary, in
the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income of interest
on the Certificates under Section 103 of the Code.
(f) Proper officers of the City charged with the responsibility of issuing the Certificates are
hereby directed to make, execute and deliver certifications as to facts, estimates and circumstances in
existence as of the Closing Date and stating whether there are any facts, estimates or circumstances that
would materially change the City's current expectations.
C:~qelients~eolony~os2000~does\ordin -28-
(g) The covenants and representations made or required by this Section are for the benefit of
the Owners and may be relied upon by the Owners and Bond Counsel for the City.
(h) The covenants set forth in subsections (b), (c), (d) and (e) of this Section shall survive
the later of the defeasance or discharge of the Certificates.
(i) The Certificates are hereby designated "qualified tax-exempt obligations" for the purposes
of section 265(b)(3) of the Code. In this regard, neither the City nor any of its subordinate entities, if any,
reasonably expect to issue in excess of $10,000,000 aggregate amount of tax-exempt obligations (other
than obligations not taken into account pursuant to section 265(b)(3)(C)(ii)) during the calendar year in
which the Certificates are issued, and the City hereby covenants not to designate more than $10,000,000
aggregate amount of tax-exempt obligations during the calendar year in which the Certificates are issued.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby declared
to be an "Event of Default," to-wit:
(i) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or.
obligation of the City, the failure to perform which materially, adversely affects the rights of the
Owners, including but not limited to, their prospect or ability to be repaid in accordance with this
Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given
by any Owner to the City.
Section 10.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then and in every case any Owner or an
authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this Ordinance,
by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of
any right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Owners of Certificates then outstanding.
C:Xlg\dients~olony~oos2000~do~kotdin - 2 9-
Section 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the
debt evidenced by the Certificates shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
ARTICLE XI
DISCHARGE AND DEFEASANCE
Section 11.01. Discharge and Defeasance by Payment.
When any Certificate or Certificates shall have been paid in full as to principal and interest, or when
any Certificate or Certificates shall have become due and payable, whether at maturity or otherwise, and the
City shall have provided for the payment of the entire amount due or to become due on such Certificate or
Certificates by depositing with the Paying Agent/Registrar, for payment of such Certificate or Certificates then
outstanding, the entire amount due or to become due thereon, and the City shall also have paid or caused to be
paid all sums payable with respect to such Certificate or Certificates under this Ordinance, and shall have made
proper arrangements for payment of the compensation due or to become due the Paying Agent/Registrar with
respect to such Certificate or Certificates, then the Certificate or Certificates thus paid or for which provision
for payment is thus made shall be deemed paid and retired and shall no longer be regarded as outstanding and
unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions from the City requesting the'
same, shall discharge and release the lien of this Ordinance with respect to such Certificate or Certificates and
execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof.
Section 11.02. Discharge and Defeasance by Deposit.
(a) The City may discharge its obligation to pay the principal of and interest on all or any portion
of the Certificates and its obligation to pay other sums payable or to become payable under this Ordinance by
the City, including the compensation due or to become due the Paying Agent/Registrar, by complying with the
following provisions:
(i) the City shall deposit or cause to be deposited with the Paying Agent/Registrar or
other lawfully authorized entity an amount of money that, together with the interest earned on or
capital gains or profits to be realized from the investment of such money, will be sufficient to pay the
principal of, accrued interest on and redemption premium, if any, on such Certificate or Certificates
to maturity or prior redemption, and to pay such other amounts as may be reasonably estimated bythe
Paying Agent/Registrar to become payable under this Ordinance with respect to the Certificate. or
Certificates being provided for, including the compensation due or to become due the Paying
Agent/Registrar; and
C 51g~clientsXcolon!Acos2000\docs\ordin -3 O-
(ii) if such Certificate or Certificates are scheduled to paid or redeemed on a date later
than the next scheduled interest payment date thereon, the City shall establish or cause to be
established a separate escrow account fund with the Paying Agent/Registrar or such other lawfully
authorized entity pursuant to an escrow deposit agreement for the deposit pursuant to subsection (a)(i)
of this Section;
(iii) the City shall make provision for the investment of such moneys by the Paying
Agent/Registrar or such other lawfully authorized entity in: (A) direct noncallable obligations of the
United States of America, including obligations that are unconditionally guaranteed by the United
States of America, (B) noncallable obligations of an agency or instrumentality of the United States,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality
and that, on the date the governing body of the City adopts or approves the proceedings authorizing
the issuance of refunding obligations, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and/or (C) noncallable obligations of a state
or an agency or a county, municipality, or other political subdivision of a state that have been refunded
and that, on the date the governing body of the City adopts or approves the proceedings authorizing
the issuance of refunding obligations, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent; provided that such obligations shall mature
and/or bear interest payable at such times and in such mounts as will be sufficient to provide for the
scheduled payment and/or redemption o£the Certificate or Certificates and may be in book entry form;
and
(iv) the City shall make provision for the payment to the Owners at the date of maturity
or prior redemption of the full amount to which the Owners of such Certificate or Certificates would
be entitled by way of principal and interest to the date of such maturity.
(b) Upon compliance with subsection (a) of this Section, the Certificate or Certificates for the.
payment of which provision is thus made shall no longer be regarded as outstanding and unpaid, and the Paying
Agent/Registrar, upon receipt ora letter of instructions f~om the City requesting the same, shall discharge and
release the lien of this Ordinance as to such Certificate or Certificates and shall execute and deliver to the City
such releases or other instruments as shall be requisite to release the lien hereof.
(c) Following the final payment of the principal of, interest on and redemption premium, if any,
of such Certificate or Certificates, any moneys, interest earnings, profits or capital gains over and above the
amounts necessary for such purposes shall be paid to the City.
ARTICLE XII
CONTINUING DISCLOSURE OBLIGATION
Section 12.01. Defmitions.
As used in this Article, the following terms have the meanings ascribed to such terms below:.
"MSRB" means the Municipal Securities Rulemaking Board.
C:~lg~ient~\~olony~eo~2000~loes~rdm -31-
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule fi:om time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SE)" means any person designated by the State of Texas or an authorized department, officer,
or agency thereof as, and determined by the SEC or its staff to be, a state information depositow within
the meaning of the Rule from time to time.
Section 12.02. Annual Repons.
(a) The City shall provide annually to each NRMSIR and any SID, within six months after the
end of each fiscal year ending in or after 2001, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 7.01 Co), being the
information described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared
in accordance with the accounting principles described in Exhibit A attached hereto or such other
accounting principles as the City may be required to employ from time to time pursuant to state law or
regulation and (2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide unaudited financial statements by the required time
and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID,
when and if the audit report on such statements becomes available.
(b) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change.
(and of the date of the new fiscal year end) prior to the next day by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) 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
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
Section 12.03. Material Event Notices.
(a) The City shall nohfy any SID and either each NRMSIR or the MSRB, in a timely manner,
of any of the following events with respect to the Certificates, if such event is material within the meaning
of the federal securities laws:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
C Alg'~cli~mtske, olony~.es 2 0 0 0Rio e,s kordin - 32-
(iv) Unscheduled draws on credit enhancements reflecting financial difficulhes;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opimons or events affecting the tax-exempt status of the Certificates;
(vii) Modifications to rights of holders of the Certificates;
(viii) Certificate calls;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the Certificates;
and
(>ri) Rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with Section
12.02 by the time required by such Section.
Section 12.04. Limitations, Disclaimers, and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this Article
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit.
made in accordance with Article XI or Tex. Gov't Code Ann. ch. 1207, as amended, that causes Certificates
no longer to be outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners
of the Certificates, and nothing in this Article, express or implied, shall give any benefit or any legal or
equitable fight, remedy, or claim hereunder to any other person. The City undertakes to provide only the
financial information, operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Article and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the City's financial results, condition, or prospects or
hereby undertake to update any information provided in accordance with this Article or otherwise, except
as expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON 1TS PART, OF ANY COVENANT
SPECIFIED IN TI[IS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH,
C:Xlg~li{mls\oolon3Acos 2000~tocs\ordin -3 3 -
NOTWITHSTANDING ANY PROVISION OF THIS ORDINANCE TO ~ CONTRARY, SHALL
BE LIMITED TO AN ACTION FOR MANDAMUS OR SPEC~IC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance.
(d) Nothing m this Article is intended or shall act to disclaim, waiver, or otherwise limit the
duties of the City under federal state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to adapt to
changed circumstances that arise from a change m legal requirements, a change m law, or a change in the
identity, nature, status, or type of operations of the City, but only if(l) the provisions of this Article, as so
amended, would have permitted an underwriter to purchase or sell Certificates m the primary offering of
the Certificates 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 Owners
of a majority in aggregate principal amount (or any greater amount required by any other provision of this
Ordinance that authorizes such an amendment) of the outstanding Certificates consent to such amendment
or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interests of the Owners and beneficial owners of the
Certificates. The City may also repeal or amend the provisions of this Article if the SEC amends or repeals
the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions
of the Rule are invalid, but in either case only if and to the extent that the provisions of this sentence would
not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the
Certificates. If the City so amends the provisions of this Article, it shall include with any amended financial
information or operating data next provided in accordance with Section 12.02 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.
ARTICLE XIII
AMENDMENTS; FURTHER PROCEDURES; AND SEVERABILITY
Section 13.01. Amendments.
This Ordinance shall not be amended or repealed by the City while any Certificate remains outstanding,
except as permitted by this Section. The City, without the consent of or notice to any Owner, from time to
~cl~_ ~:a~__d ~t any .time, omay am.e.nd .this .Ordin.ance in any manner not detrimental to the interests ofthe Owners,
.ct.u .rang me..curing orany ammgmty, inconsistency, or formal defect or omission herein. In addition, the Citv,
with the written consent of Owners holding a majority in aggregate principal amount of the Certificates th~
outstanding affected thereby, may amend, add to, or rescind any of the provisions of this Ordinance; provided
that, without the consent of all Owners of then outstanding Certificates, no such amendment, addition, or
recission shall (i) extend the time or times of payment of the principal of and interest on the Certificates, reduce
the principal amount thereof, redemption price therefor, or the rate of interest thereon, or in any other Way
modify the terms of payment of the principal of or interest on the Certificates, (ii) give any preference to any
Certificate over any other Certificate, or (iii) reduce the aggregate principal amount of Certificates required
for consent to any such amendment, addition, or recission.
C:klgAoti~/s\¢olony~oos2000\docs~ordin -3 4-
Section 13.02. Further Procedures.
The officers and employees of the City are hereby authorized 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 m the name and on
behalf of and under the corporate seal of the City all such instruments, whether mentioned hereto or not, as may
be necessary or desirable in Ordinance to carry out the terms and provisions of this Ordinance, the imtial sale
and delivery ofthe Certificates, the Paying Agent/Registrar Agreement, and the Official Statement. In addition,
prior to the initial delivery of the Certificates, the Mayor, the City Manager, and Bond Counsel are hereby
authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the
instnunents authorized and approved by this Ordinance necessary in Ordinance to (i) correct any ambiguity
or mistake or properly or more completely document the transactions contemplated and approved by this
Ordinance and as described m the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval ofthe Certificates bythe Attorney General of Texas. Inthe event that any
officer of the City whose signature shall appear on any certificate shall cease to be such officer before the
delivery of such certificate, such signature nevertheless shall be valid and sufficient tor all purposes the same
as if such officer had remained in office until such delivery.
Section 13.03. Severability.
If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application
thereof to any person or circumstance is held to be invalid or unenforceable, the remainder of this Ordinance
and the application of such section, article, paragraph, sentence, clause, phrase or word to other persons and
circumstances nevertheless shall be valid and enforceable; and it is hereby declared that this Ordinance would
have been enacted without such invalid or unenforceable provision.
PASSED, APPROVED AND EFFECTIVE this/"~g:,~,6t .~OOj .0090
ATTEST: Mayor, Ci of
City Secretary, City of Tl~e Colony, Texas _ff'j,~.. ........'7..~
~I :.,..~ .: . '.,.'~ :', ~.
APPROVED AS TO FORM: :
city Atto , Cty Colo ,
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EXHIB1T A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Article XII.
Annual Financial Statements and Operating Data.
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the
Official Statement referred to) below:
1. The portions of the financial statements of the Issuer appended to the Official Statement
as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables one through five, inclusive, and seven
through fourteen, inclusive.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles described in the
notes to the financial statements referred to in Paragraph 1 above.
C 51g\*li~nt*~colony\co$2OOO\docs\ordin -3 6-