HomeMy WebLinkAbout06/13/2013 - Regular Agenda Packet - City CouncilTable of Contents
Agenda 3
Consent No. 2a - Minutes
Coversheet Revised 6
Workshop 7
Regular 11
Consent No. 2b - Greenway Property Acquisition Real Estate
Contract
Coverheet Revised 15
Location Map 16
Consent No. 2c - Construction & Demolition Debris, Organic
Waste, Recycling Collection Franchise Agreement Amendment
- Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Coversheet Revised 17
Franchise Agreement 19
Consent No. 2d - Annual Price Agreement for Cement
Stabilized Sand
Coversheet Revised 39
Renewal Letter 40
Consent No. 2e - Distribution Breaker Purchase
Coversheet Revised 41
Bid Tabulation 42
Consent No. 2f - Bank Depository Renewal and Amendment
Coversheet Revised 43
Renewal and Amendment 44
Regular No. 1 - Public hearing on 20-ft Public Utility Easement
Abandonment – 130, 132 & 134 (former) Meadowland Street
Coversheet Revised 48
Vicinity Map 49
Location Map 50
Ordinance 51
Regular No. 2 - Public hearing on Electrical & Public Utility
Easement Abandonments – 410 Texas Avenue
Coversheet Revised 55
Vicinity Map 56
Location Map 57
Ordinance 58
Regular No. 3 - A Resolution Approving Parks and Recreation
Department FY 2013-14 User Fees for Facilities and Programs
Coversheet Revised 73
1 - 2013 General Fund Fees DRAFT 74
2 - 2013 Recreation Fund Fees DRAFT 77
3 - General Fund Fees Redlined DRAFT 81
4 - Rec Fund Fees Redlined DRAFT 84
5 - Minutes March 12, 2013 89
1
6 - RESOLUTION 91
PARD User Fees FY14 6-13-13 99
Regular No. 4 - Consider Ordinance Issuing Certificates of
Obligation
Coversheet Revised 111
Ordinance 113
Debt Issuance 2013 150
Regular No. 5 - Consider Ordinance Issuing General Obligation
Improvement and Refunding Bonds
Coversheet Revised 187
Ordinance 189
Debt Issuance 2013 229
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CiTY 01" Co.LLEGE STAT10N
Mayor Home o/Texas A&,H Univt'ni'Y' Council members
Nancy Berry Blanche Brick
Mayor Pro Tern Jess Fields
Karl Mooney John Nichols
Interim City Manager Julie M. Schultz
Kathy Merrill J ames Benham
Agenda
College Station City Council
Regular Meeting
Thursday, June 13,2013 at 7:00 PM
City Hall Council Chamber, 1101 Texas Avenue
College Station, Texas
1. Pledge of Allegiance, Invocation, Consider absence request.
Hear Visitors: A citizen may address the City Council on any item which does not appear on the posted
Agenda. Registration forms are available in the lobby and at the desk of the City Secretary. This form should
be completed and delivered to the City Secretary by 5 :30 pm. Please limit remarks to three minutes. A timer
alarm will sound after 2 112 minutes to signal thirty seconds remaining to conclude your remarks. The City
Council will receive the information, ask staff to look into the matter, or place the issue on a future agenda.
Topics of operational concerns shall be directed to the City Manager. Comments should not personally attack
other speakers, Councilor staff.
Consent Agenda
At the discretion of the Mayor, individuals may be allowed to speak on a Consent Agenda Item. Individuals
who wish to address the City Council on a consent agenda item not posted as a public hearing shall register with
the City Secretary prior to the Mayor's reading of the agenda iten1. Registration forn1s are available in the
lobby and at the desk of the City Secretary.
2. Presentation, possible action and discussion of consent agenda items which consists of ministerial or
"housekeeping" items required by law. Items may be removed from the consent agenda by majority vote of the
Council.
a. Presentation, possible action, and discussion of minutes for:
May 23, 20 13 Workshop
May 23, 2013 Regular Council Meeting
b. Presentation, possible action and discussion regarding approval of a real estate contract between the City of
College Station (Buyer) and Triangle Oaks, L.P. (Seller) for the purchase of 1.31 acres of land located at
1500 University Oaks Blvd.
c. Presentation, possible action, and discussion on the first reading of a franchise agreen1ent amendment with
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste; for the collection of construction and
demolition debris, recycling, and organic waste collection from multifamily apartments and commercial
business locations, and residential roll-off construction and demolition debris collection.
Page 2
d. possible and discussion regarding the annual price agreement 11 1 to
..... P-l'''''-' Paving, for the of an amount not to exceed $137,000 and
authorizing the City Manager to execute the renewal agreement on behalf of City Council.
e. Presentation, possible and discussion regarding the purchase 5-15 kV
in the amount of $119,190 from V &S Schuler Utilities for system arc flash protection upgrades
at
f. Presentation, possible action and discussion on the first renewal and first amendment to the bank depository
contract of N .A.
Regular Agenda
Individuals
who wish to address the City Council on a shall
City prior to Mayor's
at the of the City Secretary.
Council on an hearing shall
City Secretary announcement to open Mayor will """,,",Anr,,?""
individuals who wish to come forward to speaker will state their name and
at 2 1 12 to thirty
seconds remaining to conclude After a public hearing is closed, there shall be no additional public
comments. If Council needs infonnation from the public, some limited comments may be
allowed at the Mayor.
not wish to address
support or opposition to an agenda item, the individual
lobby by providing the name, address, and comments about a city related subject. These comments will
..""i-,"'....~"rl to City
1. Public Hearing, presentation, possible discussion apprOVIng an and
....U ..UA ..... >JAAHA"'a 0.094 acre, 20-foot easement located on Lots
Section II Subdivision according to the plat recorded in Volume 494, Page of the Deed Records of
Brazos
2. Public Hearing, presentation, possible action, and apprOVIng an ordinance vacating and
utility easements at 410 a 1
easement (Exhibit a 15-foot electrical utility easement (Exhibit "B"), and a 10-foot
easement (Exhibit "C") 534 of the of
County, a 10-foot electrical utility easement recorded Volume 740, Page 373 of the
Records of Brazos County, a 0.07 acre public utility easement Volume
139 County,
3. Presentation, possible and a
Department User Fees facilities and programs for FY 2013-1
action and discussion on an ordinance authorizing
$10,450,000 in principal amount of "City of College Station,
City Council Regular Meeting Page 3
Thursday, June 13,2013
2013"; delegating the authority to certain City Officials to execute certain documents relating to the sale
of the certificates; approving and authorizing instruments and procedures relating to the certificates; and
enacting other provisions relating to the subject.
5. Presentation, possible action and discussion on an ordinance authorizing the issuance of up to
$23,000,000 in principal amount of "City of College Station, Texas General Obligation Improvement
and Refunding Bonds, Series 2013;" delegating the authority to celiain City Officials to execute certain
documents relating to the sale of the bonds; approving and authorizing instruments and other procedures
relating to said bonds; and enacting other provisions relating to the subject.
6. Adjourn.
If litigation issues arise to the posted subject matter of this Council Meeting an executive session will be held.
APPROVED:
)Y;:t!QQ 0$ rw ~
City Manager ~
Notice is hereby given that a Regular Meeting of the City Council of the City of College Station, Texas will be
held on the Thursday, June 13, 2013 at 7:00 PM at the City Hall Council Charnbers, 1101 Texas Avenue,
College Station, Texas. The following subjects will be discussed, to wit: See Agenda.
I, the undersigned, do hereby certify that the above Notice of Meeting of the Governing Body of the City of
College Station, Texas, is a true and correct copy of said Notice and that I posted a true and correct copy of said
notice on the bulletin board at City Hall, 1101 Texas Avenue, in College Station, Texas, and the City's website,
www.cstx.gov.TheAgendaandNoticearereadilyaccessibletothegeneralpublicatalltimes.Said Notice
and Agenda were posted on June 7, 2013 at 5:00 p.m. and remained so posted continuously for at least 72 hours
proceeding the scheduled time of said meeting.
This public notice was removed from the official posting board at the College Station City Hall on the following
date and time: by _________-------,-_
Dated this __'_day of _______, 2013 By_________________
-Subscribed and sworn to before me on this the __day of ________, 2013.
Notary Public -Brazos County, Texas My commission expires: _____
The building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive service must be made
48 hours before the meeting. To make arrangements call (979) 764-3517 or (TDD) 1-800-735-2989. Agendas may be viewed on
www.cstx.gov. Council meetings are broadcast live on Cable Access Channel 19.
June 13, 2013
City Council Consent Agenda No. 2a
City Council Minutes
To: Kathy Merrill, Interim City Manager
From: Sherry Mashburn, City Secretary
Agenda Caption: Presentation, possible action, and discussion of minutes for:
• May 23, 2013 Workshop
• May 23, 2013 Regular Council Meeting
Attachments:
• May 23, 2013 Workshop
• May 23, 2013 Regular Council Meeting
6
WKSHP0523913Minutes Page 1
MINUTES OF THE CITY COUNCIL WORKSHOP
CITY OF COLLEGE STATION
MAY 23, 2013
STATE OF TEXAS §
§
COUNTY OF BRAZOS §
Present:
Nancy Berry, Mayor
Council:
Blanche Brick
Jess Fields
Karl Mooney
John Nichols
Julie Schultz
James Benham
City Staff:
Kathy Merrill, Interim City Manager
James “Rod” Hogan, Interim Assistant City Manager
Carla Robinson, City Attorney
Tanya McNutt, Deputy City Secretary
Ian Whittenton, Records Management Coordinator
1.
Call to Order and Announce a Quorum is Present
With a quorum present, the Workshop of the College Station City Council was called to order by
Mayor Berry at 4:35 p.m. on Thursday, May 23, 2013 in the Council Chambers of the City of
College Station City Hall, 1101 Texas Avenue, College Station, Texas 77842.
2.
Executive Session
In accordance with the Texas Government Code §551.071-Consultation with Attorney,
§551.074-Personnel, and §551.087-Economic Development Negotiations, the College Station
City Council convened into Executive Session at 4:36 p.m. on Thursday, May 23, 2013 in order
to continue discussing matters pertaining to:
A. Consultation with Attorney to seek advice regarding pending or contemplated litigation; to
wit:
• College Station v. Star Insurance Co., Civil Action No. 4:11-CV-02023.
7
WKSHP0523913Minutes Page 2
• Patricia Kahlden, individ. and as rep. of the Estate of Lillie May Williams Bayless v.
Laura Sue Streigler, City of College Station and James Steven Elkins, No. 11-003172-
CV-272, in the 272ndDistrict Court of Brazos County, TX
• Tom Jagielski v. City of College Station, Cause No. 12-002918-CU-361, In the 361st
District Court of Brazos County, Texas
• State v. Carol Arnold, Cause Number 11-02697-CRF-85, In the 85th District Court,
Brazos County, Texas
B. Consultation with Attorney to seek legal advice; to wit:
• Legal issues related to city funding for preferred facilities access agreement between T AMU
and CVB
• Legal advice related to proposed ordinance adopting a new Rate Review Mechanism
with Atmos Energy
C. Deliberation on the appointment, employment, evaluation, reassignment, duties, discipline, or
dismissal of a public officer; to wit:
• City Manager
D. Deliberation on economic development negotiations regarding an offer of financial or other
incentives for a business prospect; to wit:
• Discuss economic development incentive negotiations with TAMUS
The Executive Session adjourned at 6:05 p.m.
3.
Take action, if any, on Executive Session.
No action was required from Executive Session.
Chuck Gilman presented special video presentation recognizing Public Works Week.
4.
Presentation, possible action, and discussion on items listed on the consent agenda.
Item No. 2d was pulled for discussion.
Item No. 2d - Councilmember Fields inquired on the rate making process of the new Rate
Review Mechanism Tariff with Atmos Energy Corporation, Mid-Tex Division. Jason Stuebe,
Assistant to the City Manager, briefly explained the new rate making process.
5.
Presentation, possible action, and discussion the FY 14 Budget calendar and review
process.
Jeff Kersten, Executive Director Business Services, presented the FY 14 Budget calendar and
review process. Staff recommends the City Council receive the report and provide any desired
direction on the budget review meeting dates and times. The original schedule for Council
review of the budget was August 12-15. Due to schedule conflicts a revised series of dates was
suggested by the Finance and Budget Committee.
8
WKSHP0523913Minutes Page 3
Council agreed with staff recommendation of proposed date changes of Monday, August 19,
Tuesday, August 20, and Wednesday, August 21 from 4:00 p.m. to 7:00 p.m.
6.
•
Council Calendar
•
May 27 City Offices Closed – HOLIDAY
•
May 29 Council Transportation & Mobility Committee in Room 203
Conference Room A, Municipal Court - 310 Krenek Tap (2nd Floor) at 3:30 p.m.
•
June 3 Bicycle, Pedestrian & Greenways Advisory Board Meeting, Council
Chambers, 3:00 p.m.
•
June 5 Newman 10 Business Performance Awards Luncheon, CS Hilton,
12:00 p.m.
•
June 6 P&Z Workshop/Meeting, Council Chambers, 6:00 p.m. (James
Benham, Liaison)
•
June 7 152nd Basic Peace Officer Graduation, Annenberg Presidential
Conference Center, 5:00 p.m.
June 13 Council Photos/Executive Session/Workshop/Regular Meeting at
4:00, 6:00 & 7:00 p.m.
Council reviewed the Council calendar.
7.
Presentation, possible action, and discussion on future agenda items: a Council Member
may inquire about a subject for which notice has not been given. A statement of specific
factual information or the recitation of existing policy may be given. Any deliberation shall
be limited to a proposal to place the subject on an agenda for a subsequent meeting.
Councilmember Fields requested a Workshop Agenda item on the service contract with the
Library before the Budget.
Councilmember Benham asked for a Workshop Agenda item with the Appraisal District to
discuss the status of the property evaluations and tax increase for the College Station Citizens.
Councilmember Mooney asked for a Workshop Agenda item on the contract with the School
District and swimming facilities.
Councilmember Fields asked for report from Brian Hilton regarding warning systems and
tornado sighting.
Councilmember Brick asked for report on emergency alert systems that includes information on
safe building shelters for citizens.
8. Discussion, review and possible action regarding the following meetings: Animal Shelter
Board, Arts Council of Brazos Valley, Arts Council Sub-committee, Audit Committee,
Bicycle, Pedestrian, and Greenways Advisory Board, Bio-Corridor Board of Adjustments,
Blinn College Brazos Valley Advisory Committee, Brazos County Health Dept., Brazos
Valley Council of Governments, Bryan/College Station Chamber of Commerce, Budget
9
WKSHP0523913Minutes Page 4
and Finance Committee, BVSWMA, BVWACS, Compensation and Benefits Committee,
Convention & Visitors Bureau, Design Review Board, Economic Development Committee,
Gigabit Broadband Initiative, Historic Preservation Committee, Interfaith Dialogue
Association, Intergovernmental Committee, Joint Relief Funding Review Committee,
Landmark Commission, Library Board, Metropolitan Planning Organization, Parks and
Recreation Board, Planning and Zoning Commission, Research Valley Partnership,
Research Valley Technology Council, Regional Transportation Committee for Council of
Governments, Transportation and Mobility Committee, TAMU Student Senate, Texas
Municipal League, Twin City Endowment, Youth Advisory Council, Zoning Board of
Adjustments.
Councilmember Benham reported on the Research Valley Technology Council and Gigabit
Broadband Initiative.
Councilmember Schultz reported on the Research Valley Partnership.
Councilmember Nichols reported on his travel to Washington DC with the Chamber of
Commerce.
Mayor Berry reported on the CVB and MPO.
Councilmember Mooney reported on the landfill, BCS (Kyle Field and pending agreement)
Councilmember Brick reported on the BCS Community Development and the South Knoll Area
Neighborhood Plan (Resource Team).
9.
Adjournment
MOTION: There being no further business, Mayor Berry adjourned the workshop of the
College Station City Council at 7:00 p.m. on Thursday, May 23, 2013.
________________________
Nancy Berry, Mayor
ATTEST:
_______________________
Sherry Mashburn, City Secretary
10
RM052313 Minutes Page 1
MINUTES OF THE REGULAR CITY COUNCIL MEETING
CITY OF COLLEGE STATION
MAY 23, 2013
STATE OF TEXAS §
§
COUNTY OF BRAZOS §
Present:
Nancy Berry, Mayor
Council:
Blanche Brick
Jess Fields
Karl Mooney
John Nichols
Julie Schultz
James Benham
City Staff:
Kathy Merrill, Interim City Manager
James “Rod” Hogan, Interim Assistant City Manager
Carla Robinson, City Attorney
Tanya McNutt, Deputy City Secretary
Ian Whittenton, Records Management Coordinator
Call to Order and Announce a Quorum is Present
With a quorum present, the Regular Meeting of the College Station City Council was called to
order by Mayor Berry at 7:00 p.m. on Thursday, May 23, 2013 in the Council Chambers of the
City of College Station City Hall, 1101 Texas Avenue, College Station, Texas 77842.
1. Pledge of Allegiance, Invocation, consider absence request
.
Mayor Berry presented a proclamation to the A&M Garden Club in recognition as the recipients
of the 2012 Texas Garden Club of the year Award.
Presentation:
Citizen Comments
Gary Ives, 3943 Blue Jay Court, stated his hopes and concerns regarding the Lick Creek Trail
project. He would like to be given the opportunity to meaningfully engage with the City to help
assure that the end result will enhance our community’s infrastructure, functionality, and
aesthetics. His concerns were summarized to these points: quality of life for residents,
preservation and renovation of landscaping elements, and continuing City commitment.
11
RM052313 Minutes Page 2
CONSENT AGENDA
2a. Presentation, possible action, and discussion of minutes for:
• May 9, 2013 Workshop
• May 9, 2013 Regular Council Meeting
2b.
Presentation, possible action and discussion regarding the renewal of the Building Use
Agreement between the City of College Station and the Arts Council of Brazos located at
2275 Dartmouth Drive.
2c.
Presentation, possible action and discussion on the second of two readings of a non-
exclusive franchise agreement Ordinance No. 2013-3497 with MedStar Services, LLC for
the purpose of collecting and disposing treated and untreated medical waste from various
healthcare related facilities.
2d.
Presentation, possible action and discussion on an Ordinance No. 2013-3498 adopting a
new Rate Review Mechanism Tariff with Atmos Energy Corporation, Mid-Tex Division.
2e.
Presentation, possible action, and discussion regarding the award of two annual
purchasing agreements for dewatering chemical (polymer) with Fort Bend Services, Inc.
not to exceed $130,800, and with Atlantic Coast Polymer, Inc. not to exceed $7,400.
Items No. 2b & 2d were pulled for a separate vote.
MOTION: Upon a motion made by Councilmember Fields and a second by Councilmember
Mooney, the City Council voted seven (7) for and none (0) opposed, to approve the Consent
Agenda, less items 2b & 2d. The motion carried unanimously.
(2b)MOTION: Upon a motion made by Councilmember Nichols and a second by
Councilmember Schultz, the City Council voted six (6) for and one (1) opposed, with
Councilmember Fields voting against, to approve the renewal of the Building Use Agreement
between the City of College Station and the Arts Council of the Brazos Valley located at 2275
Dartmouth Drive. The motion carried.
(2d)MOTION: Upon a motion made by Councilmember Schultz and a second by
Councilmember Mooney, the City Council voted six (6) for and one (1) opposed, with
Councilmember Fields voting against, to approve Ordinance No. 2013-3498 adopting a new Rate
Review Mechanism Tariff with Atmos Energy Corporation, Mid-Tex Division. The motion
carried.
REGULAR AGENDA
1. Public Hearing, presentation, possible action, and discussion regarding Ordinance No.
2013-3499 amending Chapter 12, “Unified Development Ordinance, Section 4.2, “Official
Zoning Map” of the Code of Ordinances of the City of College Station, Texas by rezoning
approximately 3.7 acres, generally located at the intersection of Barron Road and Victoria
Avenue, from A-O Agricultural Open to SC Suburban Commercial.
12
RM052313 Minutes Page 3
At approximately 7:15 p.m., Mayor Berry opened the Public Hearing.
Doug Bishop, 4000 Rehel Dr., stated his concerns with rezoning, which include 24-hour
operations and drive thru business. Also, when attempting to sell, homeowners may encounter
additional hardship in the form of decreased desirability and home value.
There being no further comments, the Public Hearing was closed at 7:20 p.m.
MOTION: Upon a motion made by Councilmember Fields and a second by Councilmember
Nichols, the City Council voted seven (7) for and none (0) opposed, to approve Ordinance No.
2013-3499 rezoning approximately 3.7 acres, generally located at the intersection of Barron
Road and Victoria Avenue, from A-O Agricultural Open to SC Suburban Commercial. The
motion carried unanimously.
2.
Public Hearing, presentation, possible action, and discussion on an Ordinance No. 2013-
3500 establishing additional commercial loading zones in the Northgate District.
At approximately 7:25 p.m., Mayor Berry opened the Public Hearing.
Chris Scotti, 305 Gleeson Ct., stated his appreciation of staff and Council for having this item as
a public hearing. He felt, even though there still will be challenges, this ordinance will establish
a balance with deliveries and run smoother. This is the first step in addressing the challenges
owing to the density and urban nature of the area. He supports staff recommendation as
presented.
Stephanie Steele, 2943 Ambrose Dr., stated that her business is located by loading zones. She
feels staff’s recommendation will not help nor hurt their business. They have deliveries
throughout the day. Most deliveries will work except with 18-wheelers. She also stated this will
not help with the loading zones located on University and College Main.
Josh Haynes, 2407 Glacier Dr., stated he appreciated all the efforts with the loading zones
presented but still feels there will be challenges, especially on the east side of Northgate.
There being no further comments, the Public Hearing was closed at 7:32 p.m.
MOTION: Upon a motion made by Councilmember Nichols and a second by Councilmember
Benham, the City Council voted seven (7) for and none (0) opposed, to approve Ordinance No.
2013-3500 establishing additional commercial loading zones in the Northgate District. The
motion carried unanimously.
13
RM052313 Minutes Page 4
3.
Adjournment.
MOTION: There being no further business, Mayor Berry adjourned the Regular Meeting of the
City Council at 7:46 p.m. on Thursday, May 23, 2013.
________________________
Nancy Berry, Mayor
ATTEST:
___________________________
Sherry Mashburn, City Secretary
14
June 13, 2013
Consent Agenda Item No.2b
Greenway Property Acquisition
Real Estate Contract
To: Kathy Merrill, Interim City Manager
From: Bob Cowell, AICP, CNU-A, Executive Director - Planning & Development Services
Agenda Caption: Presentation, possible action and discussion regarding approval of a real
estate contract between the City of College Station (Buyer) and Triangle Oaks, L.P. (Seller)
for the purchase of 1.31 acres of land located at 1500 University Oaks Blvd.
Relationship to Strategic Goals: Core Services and Infrastructure, Improving
Transportation, and a Sustainable City.
Recommendation(s): Staff recommends approval of the contract which will authorize the
Mayor to execute the contract and the City Attorney to complete the transaction.
Summary: This real estate contract is for the purchase of property for the Greenways
Program. Through the previous approval of bond funds by the taxpayers, the City was
authorized to purchase flood-prone property for natural drainage, open space and
recreational opportunities. This provides a cost-effective method of alleviating future flood
damage along with general floodplain management while providing places for passive
recreation. Other benefits include erosion control, buffering between land uses and the
protection of habitat for existing flora and fauna. To date, over 600 acres have been
protected with these funds.
Budget & Financial Summary: The contract purchase price is $100,000 which is a
negotiated amount. $50,000 of the purchase price is a cash consideration to be paid to the
seller with the remaining $50,000 being a charitable contribution to the City from the seller.
Additional funds will be required for surveying, environmental study, title insurance, closing
costs and other fees. Funds are available as a part of the Greenway/Floodplain Fund project.
Reviewed and Approved by Legal: Yes
Attachments:
1. Location Map
2. Real Estate Contract – Available in City Secretary’s Office
15
16
June 13, 2013
Consent Agenda Item No.2c
Construction & Demolition Debris, Organic Waste, Recycling Collection
Franchise Agreement Amendment-
Bryan Iron and Metal, Ltd. dba Texas Commercial Waste
To: Kathy Merrill, Interim City Manager
From: Chuck Gilman, P.E., PMP, Public Works Director
Agenda Caption: Presentation, possible action, and discussion on the first reading of a
franchise agreement amendment with Bryan Iron and Metal, Ltd. d/b/a Texas Commercial
Waste; for the collection of construction and demolition debris, recycling, and organic waste
collection from multifamily apartments and commercial business locations, and residential
roll-off construction and demolition debris collection.
Relationship to Strategic Goals:
1. Core Services and Infrastructure.
Recommendation(s): Staff recommends approval of this franchise agreement.
Summary: Currently Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste operates a
construction and demolition debris and organic waste franchise agreement with the City of
College Station. The proposed franchise agreement amendment will add the ability to
collect multifamily and commercial recycling.
Construction and demolition debris is defined any building material waste resulting from
demolition, remodeling, repairs, or construction, as well as materials discarded during
periodic temporary facility clean-up generated within the City.
Organic waste is defined as waste of a biological origin recovered from the solid waste
stream for the purposes of reuse, reclamation, or compost. Organic waste is not solid
waste, unless it is abandoned or disposed of, rather than reprocessed into another product.
Organic waste includes food waste, brush, manure, leaves, mulch, and compost.
Recyclables are defined as materials recovered from the solid waste stream for reuse or
reclamation, a substantial portion of which are consistently used in the manufacture of
products that may otherwise be produced using raw or virgin materials. Recyclable
commodities or recyclables are not solid waste unless they are abandoned or disposed
rather than reprocessed into another product.
The company will be responsible for developing onsite collection of construction and
demolition debris, recyclables, and organic waste; so as not to interfere with the collection
of municipal solid waste (MSW).
Section 104 of the City Charter states that “The City of College Station shall have the power
by ordinance to grant any franchise or right mentioned in the preceding sections hereof,
17
which ordinance, however, shall not be passed finally until it shall have been read at three
(2) separate regular meetings of the City Council.”
Budget & Financial Summary: N/A
Attachments:
1. Franchise Ordinance
18
Ordinance No.
Contract No. 13-096
2013 AMENDMENT TO THE ORDINANCE GRANTING A NON EXCLUSIVE
FRANCHISE WITH TEXAS COMMERCIAL WASTE
Whereas, the City of College Station passed Ordinance No. 2010-3294a on November
10, 2010, entered into a franchise agreement with TEXAS COMMERCIAL WASTE; and
Whereas, TEXAS COMMERCIAL WASTE and the City of College Station desire to
amend the franchise agreement with Ordinance No. 2010-3294a by adding Multifamily and
Commercial Recycling Collection to the franchise (attached hereto as Exhibit A);
Whereas, TEXAS COMMERCIAL WASTE and the City of College Station agree that
all mutual covenants, agreements, terms, and conditions, and valuable consideration from the
original franchise will remain in effect and will apply to this amendment; and
Whereas, the College Station City Council must approve this amendment
NOW, THEREFORE, IN CONSIDERATION of the performance of the
mutual covenants and promises contained herein, TEXAS COMMERCIAL WASTE and the
City of College Station agree and contract as follows:
To amend the original franchise agreement sections I - XXVII, the amendment is
to read as follows:
AN ORDINANCE GRANTING BRYAN IRON AND METAL, LTD., D/B/A TEXAS
COMMERCIAL WASTE, ITS SUCCESSORS AND ASSIGNS, A NON-EXCLUSIVE
FRANCHISE FOR THE PRIVILEGE AND USE OF PUBLIC STREETS, ALLEYS, AND
PUBLIC WAYS WITHIN THE CORPORATE LIMITS OF THE CITY OF COLLEGE
STATION FOR THE PURPOSE OF PROVIDING RESIDENTIAL AND COMMERCIAL
DEMOLITION AND CONSTRUCTION DEBRIS, MULTI-FAMILY AND
COMMERCIAL BUSINESS RECYCLING, AND MULTI-FAMILY AND
COMMERCIAL ORGANIC WASTE COLLECTION; PRESCRIBING THE TERMS,
CONDITIONS, OBLIGATIONS, AND LIMITATIONS UNDER WHICH SAID
FRANCHISE SHALL BE EXERCISED; PROVIDING FOR THE CONSIDERATION;
FOR THE PERIOD OF THE GRANT; FOR ASSIGNMENT; FOR THE METHOD OF
ACCEPTANCE; FOR REPEAL OF CONFLICTING ORDINANCES; AND FOR
PARTIAL INVALIDITY.
Whereas, the City of College Station, by ordinance, provides exclusively all solid waste
collection and disposal services for solid waste generated from within the corporate limits of the
City of College Station; and the City of College Station may, by ordinance and charter, grant
franchises to other entities for the use of public streets, alleys and thoroughfares within the
corporate limits of the City of College Station for the collection and disposal of solid waste
generated from within the corporate limits of the City of College Station; and
Whereas, the City of College Station desires to exercise the authority provided to it by
ordinance and charter to grant a franchise for the collection and disposal of a certain
19
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Franchise Agreement for Demolition & Construction Material
Multifamily & Commercial Recycling & Organic Waste 2
classification of solid waste generated within the corporate limits of the City of College Station
under the terms of this Franchise Agreement as set out below; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COLLEGE STATION, TEXAS, THAT:
ARTICLE I
DEFINITIONS
1. Contractor means Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste conducting
residential and commercial business demolition and construction debris collection and multi-
family apartment and commercial business recycling and organic waste collection.
2. Brazos Valley Solid Waste Management Inc. or BVSWMA means a landfill operated by
an interlocal agreement.
3. City of College Station or City means the City of College Station, Texas a Home-Rule
Municipal Corporation incorporated under the laws of Texas.
4. City Council or Council means the governing body of the City of College Station, Texas.
5. Class 1 Waste means that term as defined in the Texas Administrative Code as it now exists
or as is hereafter amended.
6. Compactor means a bulk container used for the collection of refuse, equipped with a device
to compact such materials and thereby increasing the storage capacity of the containers.
7. Container means an apparatus of varying capacity used for refuse collection. This apparatus
must have a securable lid. This lid shall remain closed and secured with the exception of
loading and collection. Containers shall not be made of any temporary material.
8. Customer means: those industrial, residential, or commercial premises located within the
City that generate recyclables, demolition and construction debris, or organic waste.
a. Residential Customers
i. Each single-family detached residential unit or residential units in a
building with fewer than a total of four (4) attached residential units in a
complex where each residential unit has been assigned a seventy-gallon
automated solid waste container, receiving weekly garbage, rubbish, brush
and recycling collection.
ii. Each residential unit in a building with fewer than a total of four (4)
attached residential units in a complex the City has not identified as a
multi-family apartment complex, that has been assigned a shared three
hundred-gallon or larger automated solid waste collection container,
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receiving twice-per-week garbage collection, weekly curbside recycling
collection, and weekly rubbish/brush collection.
b. Multi-family Customers - Each residential unit in a building with a total of four
(4) or more attached residential units in a complex the City has identified as a
multi-family apartment complex, that has been assigned a large solid waste
container shared by multiple residential units for garbage collection only.
c. Commercial Customers - Any customer who is an enterprise or establishment
whose main purpose is to carry on a commercial for-profit or not-for-profit
activity. Said definition shall include all uses not falling within the category of
residential, including, but not limited to, churches, hospitals, schools and
industries.
d. Industrial Customers- Real property on which manufacture or assembly
employing labor or machinery is carried on for profit.
9. Demolition and Construction Debris means any building material waste resulting from
demolition, remodeling, repairs, or construction, as well as materials discarded during
periodic temporary facility clean-up generated within the City.
10. Franchise Agreement means this franchise between the City of College Station and Bryan
Iron and Metal, Ltd. d/b/a Texas Commercial Waste for provision of demolition and
construction debris, recycling, and organic waste collection from multi-family apartment and
commercial business locations within the City of College Station; and for provision of
residential demolition and construction debris collection within the City of College Station,
under certain terms and conditions set out herein.
11. Organic Waste means waste of biological origin recovered from the solid waste stream for
the purposes of reuse, reclamation, or compost. Organic Waste is not solid waste, unless it is
abandoned or disposed rather than reprocessed into another product.
12. Recyclables or Recyclable Commodities means materials recovered from the solid waste
stream for reuse or reclamation, a substantial portion of which are consistently used in the
manufacture of products that may otherwise be produced using raw or virgin materials.
Recyclable commodities or recyclables are not solid waste unless they are abandoned or
disposed rather than reprocessed into another product.
13. Residue means the material regularly associated with and attached to recyclable
commodities, as a part of the original packaging or use of that commodity, that is not
recyclable itself.
14. Roll-Off means a container of varying capacity used for refuse collection.
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ARTICLE II
GRANT OF NON EXCLUSIVE FRANCHISE
1. Nothing in this Franchise shall be construed as granting an exclusive franchise or right.
City hereby grants Contractor a non-exclusive franchise to operate and establish in the City from
the effective date of the Agreement, to engage in the business of collecting demolition and
construction debris from commercial, industrial, multi-family, and residential sites; and
recyclables and organic waste from commercial, industrial, and multifamily sites, for the purpose
of recycling within the jurisdictional limits of the City.
2. Contractor is granted passage and right-of-way on, along and across the streets, avenues,
rights-of-way, alleys, and highways within the corporate limits of the City, for any such services
and lawful purpose as stated in this Franchise, provided that all such work, activity and
undertakings by Contractor shall be subject to the terms and provisions of this Franchise and the
continuing exercise by the City of its governmental and police powers, and provided further that
nothing herein shall be construed to require or authorize Contractor to exceed any rights granted
herein or by the TCEQ.
ARTICLE III
DISPOSAL SITE TO BE USED
Unless approved otherwise in writing by City, Contractor shall utilize BVSWMA, Inc.
landfill for the disposal of all non-recyclable waste material collected by Contractor within the
corporate limits of the City. Contractor will only use a City-approved recycling facility for
processing all recyclable material collected by Contractor within the corporate limits of the City
under this Franchise Agreement. Contractor shall not dispose of any Class 1 Waste at the
BVSWMA, Inc. landfill.
ARTICLE IV
RATES TO BE CHARGED BY TEXAS COMMERCIAL WASTE
Attached hereto as Exhibit “A” and incorporated herein by reference is the Schedule of
Base Rates, which Contractor shall charge for the aforementioned services. The Contractor shall
notify the City in writing at least 30 days before making any rate changes.
ARTICLE V
PAYMENTS TO CITY
1. For and in consideration of the grant of the franchise herein, Contractor agrees and will
pay during the term of this Franchise, a sum based on the following graduated fee schedule
depending on the percentage of aggregate recycling accomplished.
a. A fee is required equivalent to five percent (5%) of Contractor's monthly gross
delivery and hauling revenues; including rates as described in “Exhibit A”,
generated from Contractor's provision of demolition and construction debris,
recyclable, and organic waste roll-off, compactor, or container collection services
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within the City if Contractor reports aggregate recycling of at least sixty percent
(60%) of demolition and construction debris, recyclables, and organic waste
collected.
b. A fee is required equivalent to six and one half percent (6.5%) of Contractor's
monthly gross delivery and hauling revenues; including rates as described in
“Exhibit A”, generated from Contractor’s provision of demolition and
construction debris, recyclable, and organic waste roll-off, compactor, or
container collection services within the City if Contractor’s reports aggregate
recycling of at least fifty-five percent (55%) but less than sixty percent (60%) of
demolition and construction debris, recyclables, and organic waste collected.
c. A fee is required equivalent to eight percent (8%) of Contractor's monthly gross
delivery and hauling revenues; including rates as described in “Exhibit A”,
generated from Contractor’s provision of demolition and construction debris,
recyclable, and organic waste roll-off, compactor, or container collection services
within the City if Contractor reports aggregate recycling less than fifty-five
percent (55%) of demolition and construction debris, recyclables, and organic
waste collected.
2. Any revenue received by Contractor is subject to the franchise fee and shall be computed
into Contractor's monthly gross delivery and hauling revenues, and rates as described in
“Exhibit A”. Payment will be paid quarterly to the City, and shall be due by the twentieth day
(20th) of the month following the end of the previous calendar quarter. Payment after that date
shall incur a ten percent (10%) late fee on the outstanding account balance under this Article V.
3. Failure by Contractor to pay any amount due under this franchise constitutes a Failure to
Perform under this contract and is subject to the provisions of Article XIV of this Franchise
Agreement (FAILURE TO PERFORM).
ARTICLE VI
ACCESS TO RECORDS & REPORTING
City shall have the right, upon reasonable notice and during normal business hours, to
inspect Contractor’s records, billing records of customers served by Contractor, and all papers
relating to the operation of demolition and construction debris, recyclables, organic waste
collection, and disposal within the City. Contractor shall cooperate with City to allow the
inspections.
Along with the payment to the City of the City’s agreed share of revenue from the monthly gross
revenues, delivery revenues, and hauling revenues from collection of demolition and
construction debris, recyclables, organic waste, and rates as described in “Exhibit A”,
Contractor shall provide a Monthly Activity Report due to the City no later than the twentieth
(20th) calendar day of each month, summarizing collection activity for the previous calendar
month. Contractor’s report shall include the following information:
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1. Total tonnage of all materials collected from all customers, broken down by material
type.
2. Total tonnage of all materials collected from all customers from within the City,
broken down by material type.
3. Reports of all complaints and investigations received/ action taken by Contractor, and
results or final disposition of complaint and investigation.
4. A report of all Contractor accounts served and monthly revenue derived from the
provision of collecting demolition and construction debris, recyclables, and organic
waste in the City under terms of this franchise. The reports will include customer’s
address, frequency of pick-up, size of container, type of container, and monthly
charges.
5. Such information concerning the business of collection, processing and marketing of
recyclable materials as may be required by the City’s representative.
ARTICLE VII
PLACEMENT OF ROLL-OFFS, COMPACTORS, AND CONTAINERS
1. All roll-off(s), compactor(s), and container(s) placed in service shall be located in such a
manner so as not to be a safety or traffic hazard. Under no circumstances shall Contractor place
roll-off(s), compactor(s), or container(s) on public streets, alleys or thoroughfares without the
prior written approval of the City. City reserves the right to designate the exact location of any
or all roll-off(s), compactor(s), or container(s) placed in service in the City.
2. Demolition and construction debris, recycling, and organic waste collection shall not
interfere with the City’s collection of municipal solid waste.
3. Under no circumstances shall contractor place roll-off(s), compactor(s), or container(s) in
existing enclosures designated for City roll-off(s), compactor(s), and container(s).
ARTICLE VIII
CONTAINER AND EQUIPMENT MAINTENANCE
1. Contractor’s vehicles shall at all times be clearly marked with Contractor’s name,
address, telephone number and if applicable, state permit number, in letters not less than three (3)
inches in height. All equipment necessary for the performance of this franchise shall be in good
condition and repair.
2. Contractor agrees to paint and properly maintain in a safe, clean, and sanitary condition,
all roll-off(s), compactor(s), or container(s) placed out for service within the City. Organic waste
and recycling roll-off(s), compactor(s), and container(s) must be clearly marked as used for
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“Organic Waste Only” or “Recyclables Only” in letters at least twelve inches (12”) in height on
the sides of the roll-off container(s), compactor(s), or container(s).
3. All vehicles used by Contractor in the removal of demolition and construction debris,
organic waste, and recyclables must be covered during transport to prevent spillage, blowing, or
scattering of refuse onto public streets or rights of way, private property or adjacent property. A
stand-by vehicle shall always be available.
ARTICLE IX
COMPLAINTS REGARDING SERVICE/SPILLAGE
Contractor shall handle directly any complaints pertaining to customer service, property
damage or personal injury from their collection service. Any complaints received by City shall
be forwarded to Contractor within twenty-four (24) hours of receipt by City. Contractor shall
respond to all complaints within twenty-four (24) hours of receiving notice of complaint from
City, shall resolve complaints promptly, and shall report to City the action taken. Failure by
Contractor to respond and report to City on action taken within this twenty-four (24) hour period
may subject Contractor to a $100.00 per incident charge from City, payable with the next
payment due City under Article V of this Franchise Agreement.
ARTICLE X
COMPLIANCE WITH LAWS
1. This ordinance shall be construed in accordance with the City’s Charter and Code of
Ordinances in effect on the Effective Date of this ordinance to the extent such City Charter and
Code of Ordinances are not in conflict with or in violation of the Constitution and Laws of the
United States or the State of Texas.
2. This Ordinance shall be governed in accordance with the Laws of the State of Texas.
Performance and all matters related thereto shall be in Brazos County, Texas, United States of
America.
3. Notwithstanding any other provision in this franchise to the contrary, City and Contractor
shall at all times comply with all laws, rules, and regulations of the state and federal government
and any administrative agencies thereof, with respect to the subject matter of this Ordinance.
4. All collections made under this Agreement shall be made by Contractor without
unnecessary noise, disturbance, or commotion.
ARTICLE XI
UNDERSTANDINGS PERTAINING TO NON-EXCLUSIVITY
This Franchise Agreement contains all the terms and conditions agreed on by the parties
and no other agreements, or otherwise, regarding the subject matter of this franchise shall be of
any force or effect. Both parties agree and understand that nothing in this Franchise Agreement
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conveys to Contractor an exclusive franchise for the services described in this franchise and that
this franchise is non-exclusive.
ARTICLE XII
OWNERSHIP OF MATERIALS
Sole and exclusive title to all demolition and construction debris, recyclables or organic
waste collected by Contractor under this Franchise Agreement will pass to Contractor when the
debris is placed on Contractor’s truck.
ARTICLE XIII
CITY SERVICE
Contractor agrees to provide free service to City following natural disasters or acts of
God.
ARTICLE XIV
FAILURE TO PERFORM
It is expressly understood and agreed by the parties that if, at any time, Contractor shall
fail to perform any of the terms, covenants, or conditions herein set forth, City may, after hearing
as described herein, revoke and cancel the Franchise Agreement by and between the parties and
said Franchise Agreement shall be null and void. Upon the determination by the staff of C ity
that a hearing should be held before the Council of said City, City shall mail notice to
Contractor, at the address designated herein or at such address as may be designated from time to
time, by registered mail. The notice shall specify the time and place of the hearing and shall
include the allegations being asserted for the revocation of this Franchise Agreement. The
hearing shall be conducted in public before the City Council, and Contractor shall be allowed to
present evidence and have an opportunity to answer all allegations for the termination set forth in
the notice. In the event the Council determines the allegations set forth are true as set forth in the
notice, it may by majority vote cancel this Franchise Agreement between the parties at no
penalty to the City.
ARTICLE XV
RELEASE AND INDEMNIFICATION
1. Contractor assumes full responsibility for the work to be performed hereunder, and
hereby releases, relinquishes, and discharges City, its officers, agents and employees, from
all claims, demands, and causes of action of every kind and character including the cost of
defense thereof, for any injury to, including death of, any person whether that person be a
third person party, Contractor, or an employee of either of the parties hereto, and any loss
of or damage to property, whether the same be that of either of the parties hereto or of
third parties, caused by or alleged to be caused by, arising out of or in connection with the
grant of this franchise to Contractor, whether or not said claims, demands and causes of
action in whole or in part are covered by insurance.
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2. Contractor agrees to and shall indemnify and hold City harmless and defend the
City, its officers, agents and employees from and against any and all claims, losses,
damages, causes of action, suits, and liability of every kind, including all expenses of
litigation, court costs, and attorneys' fees, for injury to or death of any person, and for
damage to any property, out of or in connection with operation of Contractor’s recycling
business under this franchise and disposal or resale of the recyclable waste collected by it,
and arising out of or in connection with the performance of this Agreement, whether the
Contractor's negligence is the sole or concurring cause of the injury, death, or damages,
and whether the City’s negligence is the sole or concurring cause of the injury, death, or
damages. It is the express intention of the parties hereto, that the indemnity provided for
hereinabove is intended by the Contractor to indemnify and protect the City from the
consequences of both the City's own negligence, whether that negligence is the sole or a
concurring cause of the injury, death or damage; or the Contractor's negligence, whether
that negligence is the sole or a concurring cause of the injury, death or damage.
3. Contractor assumes responsibility and liability and hereby agrees to indemnify the
City from any liability caused by Contractor’s failure to comply with applicable federal,
state, or local laws and regulations, touching upon the maintenance of a safe and protected
working environment, and the safe use and operation of machinery and equipment in that
working environment.
ARTICLE XVI
INSURANCE
1. For the duration of this Agreement, Contractor shall procure and maintain, at its sole cost
and expense, insurance against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work under the terms of this Agreement
by Contractor, its agents, representatives, volunteers, employees, or subcontractors.
2. Contractor's insurance shall be endorsed to name the City as additional insured.
Contractor’s insurance shall be primary with respect to the City, its officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or
volunteers, shall be considered in excess of Contractor's insurance and shall not contribute to it.
3. Contractor shall include any and all subcontractors as additional insureds under its
policies. All coverages for subcontractors shall be subject to all of the requirements and
endorsements stated herein.
4. Certificates of Insurance and endorsements shall be furnished to City and approved by
City before work commences. During the term of this Agreement, Contractor’s insurance
policies shall meet the following requirements:
a. Standard Insurance Policies Required
1. Commercial General Liability
2. Business Automobile Liability
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3. Workers' Compensation
b. General Requirements Applicable to All Policies
1. Only Insurance Carriers licensed and authorized to do business in the State of
Texas will be accepted.
2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only
on a per occurrence basis for property damage only.
3. "Claims Made" policies are not accepted.
4. Coverage shall not be suspended, voided, canceled, reduced in coverage or in
limits of liability, except after thirty (30) days prior written notice has been given
to the City of College Station.
5. In the event of a claim and upon request, Contractor shall furnish copies of all
insurance policies to the City of College Station.
6. The City of College Station, its officials, employees and volunteers, are to be
named as “Additional Insured” on the Commercial General and Business
Automobile Liability policies. The coverage shall contain no special limitations
on the scope of protection afforded to the City, its officials, employees or
volunteers.
c. Commercial General Liability
1. General Liability insurance shall be written by a carrier with a “A: VIII” or better
rating in accordance with the current A. M. Best Key Rating Guide.
2. Limit of $1,000,000.00 per occurrence for bodily injury and property damage
with an annual aggregate limit of $2,000,000.00 which limits shall be endorsed
per Project.
3. Coverage shall be at least as broad as ISO form CG 00 01.
4. No coverage shall be excluded from the standard policy without notification of
individual exclusions being attached for review and acceptance.
5. The coverage shall include but not be limited to the following:
premises/operations with separate aggregate; independent contracts;
products/completed operations; contractual liability, MSC 90 Pollution Coverage.
d. Endorsements
1. The additional insured endorsement shall be in a form at least as broad as ISO
form GC 2026. Waiver of subrogation in a form at least as broad as ISO form
2404 shall be provided in favor of the City on all policies obtained by the
Contractor in compliance with the terms of this Agreement. Contractor shall be
responsible for all deductibles on any policies obtained in compliance with the
terms of this Agreement. All coverage for subcontractors shall be subject to the
requirements stated herein. All Certificates of Insurance and endorsements shall
be furnished to the City’s Representative at the time of execution of this
Agreement, attached hereto as Exhibit “B”, and approved by the City before
work commences.
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e. Workers Compensation Insurance
1. Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas
Administrative Code, all employees of the Contractor, all employees of any and
all subcontractors, and all other persons providing services on the Project must be
covered by a worker’s compensation insurance policy, either directly through
their employer’s policy (the Contractor’s or subcontractor’s policy) or through an
executed coverage agreement on an approved Texas Department of Insurance
Division of Workers Compensation (DWC) form. Accordingly, if a subcontractor
does not have his or her own policy and a coverage agreement is used, contractors
and subcontractors must use that portion of the form whereby the hiring
contractor agrees to provide coverage to the employees of the subcontractor. The
portion of the form that would otherwise allow them not to provide coverage for
the employees of an independent Contractor may not be used.
2. Workers’ compensation insurance shall include the following terms:
A. Employer’s Liability minimum limits of $1,000,000.00 for each
accident/each disease/each employee is required.
B. “Texas Waiver of Our Right to Recover From Others Endorsement, WC
42 03 04” shall be included in this policy.
C. Texas must appear in Item 3A of the Workers Compensation coverage or
Item 3C must contain the following: All States except those listed in Item
3A and the States of NV, ND, OH, WA, WV, and WY.
3. Pursuant to the explicit terms of Title 28, Section 110.110(c) (7) of the Texas
Administrative Code, the bid specifications, this Agreement, and all subcontracts
on this Project must include the following terms and conditions in the following
language, without any additional words or changes, except those required to
accommodate the specific document in which they are contained or to impose
stricter standards of documentation:
Definitions:
A. Certificate of coverage (“certificate”) – An original certificate of
insurance, a certificate of authority to self-insure issued by the Division of
Workers Compensation, or a coverage agreement (DWC-81, DWC-83, or
DWC-84), showing statutory workers’ compensation insurance coverage
for the person's or entity's employees providing services on a project, for
the duration of the project.
B. Duration of the project - includes the time from the beginning of the work
on the project until the Contractor’s/person’s work on the project has been
completed and accepted by the governmental entity.
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C. Persons providing services on the project (“subcontractors” in § 406.096
[of the Texas Labor Code) - includes all persons or entities performing all
or part of the services the Contractor has undertaken to perform on the
project, regardless of whether that person contracted directly with the
Contractor and regardless of whether that person has employees. This
includes, without limitation, independent Contractors, subcontractors,
leasing companies, motor carriers, owner-operators, employees of any
such entity, or employees of any entity which furnishes persons to provide
services on the project. “Services” include, without limitation, providing,
hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. “Services” does not
include activities unrelated to the project, such as food/beverage vendors,
office supply deliveries, and delivery of portable toilets.
4. The Contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
employees of the Contractor providing services on the project, for the duration of
the project.
5. The Contractor must provide a certificate of coverage to the governmental entity
prior to being awarded the contract.
6. If the coverage period shown on the Contractor’s current certificate of coverage
ends during the duration of the project, the Contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
7. The Contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
A. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
B. no later than seven calendar days after receipt by the Contractor, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project.
8. The Contractor shall retain all required certificates of coverage for the duration of
the project and for one year thereafter.
9. The Contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 calendar days after the Contractor knew or should
have known, of any change that materially affects the provision of coverage of
any person providing services on the project.
10. The Contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Division of Workers Compensation, informing all
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persons providing services on the project that they are required to be covered, and
stating how a person may verify coverage and report lack of coverage.
11. The Contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
A. Provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
of its employees providing services on the project, for the duration of the
project;
B. Provide to the Contractor, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being provided
for all employees of the person providing services on the project, for the
duration of the project;
C. Provide the Contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project;
D. Obtain from each other person with whom it contracts, and provide to the
Contractor:
i. A certificate of coverage, prior to the other person beginning work
on the project; and
ii. A new certificate of coverage showing extension of coverage, prior
to the end of the coverage period, if the coverage period shown on
the current certificate of coverage ends during the duration of the
project;
E. Retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
F. Notify the governmental entity in writing by certified mail or personal
delivery, within 10 calendar days after the person knew or should have
known, of any change that materially affects the provision of coverage of
any person providing services on the project; and
G. Contractually require each person with whom it contracts to perform as
required by paragraphs (a) - (g), with the certificates of coverage to be
provided to the person for whom they are providing services.
12. By signing this contract, or providing, or causing to be provided a certificate of
coverage, the Contractor is representing to the governmental entity that all
employees of the Contractor who will provide services on the project will be
covered by workers’ compensation coverage for the duration of the project; that
the coverage will be based on proper reporting of classification codes and payroll
amounts; and that all coverage agreements will be filed with the appropriate
insurance carrier or, in the case of a self-insured, with the Commission’s Division
of Self-Insurance Regulation. Providing false or misleading information may
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subject the Contractor to administrative penalties, criminal penalties, civil penal-
ties, or other civil actions.
13. The Contractor’s failure to comply with any of these provisions is a breach of
contract by the Contractor that entitles the governmental entity to declare the
contract void if the Contractor does not remedy the breach within ten calendar
days after receipt of notice of breach from the governmental entity.
f. Certificates of Insurance shall be prepared and executed by the insurance company
or its authorized agent, and shall contain the following provisions and warranties:
1. The company is licensed and authorized to do business in the State of Texas.
2. The insurance policies provided by the insurance company are underwritten on
forms provided by the Texas State Board of Insurance or ISO.
3. All endorsements and insurance coverages according to requirements and
instructions contained herein.
4. The form of the notice of cancellation, termination, or change in coverage
provisions to the City of College Station.
5. Original endorsements affecting coverage required by this section shall be
furnished with the certificates of insurance.
ARTICLE XVII
ASSIGNMENT
This Agreement and the rights and obligations contained herein may not be assigned by
Contractor without the specific prior written approval of the City Council. The Contractor may
request assignment of the Contractor’s rights or obligations under this Agreement upon written
request to the City. City shall take the requested assignment before the City Council within thirty
(30) days of receipt of request from Contractor, and will be recommended for approval by staff
unless deemed unreasonable.
ARTICLE XVIII
SAFETY AND LIABILITY FOR INJURIES TO CITY OR ABUTTING PROPERTY
1. Contractor shall perform the collection in accordance with the applicable laws, codes,
ordinances and regulations of the United States, State of Texas, Brazos County, and City of
College Station and in compliance with OSHA and other laws as they apply to its employee s. It
is the intent of the parties that safety precautions are part of the collection techniques for which
Contractor is solely responsible. In carrying on the services herein provided for, Contractor shall
use all proper skill and care, and Contractor shall exercise all due and proper precautions to
prevent injury to any property, or person(s).
2. Contractor shall pay for all damages to City property resulting from the operation of its
service, and shall pay every owner of property abutting the residential property on which the
container is located, for all damages or injuries caused by any act or omission of Contractor or of
any of its subcontractors or employees in the operation of the Contractor service.
32
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Franchise Agreement for Demolition & Construction Material
Multifamily & Commercial Recycling & Organic Waste 15
ARTICLE XIX
AD VALOREM TAXES
Contractor agrees to render all personal property utilized in its solid waste operation
services to Brazos County Appraisal District so said personal property will be the subject of ad
valorem taxation for the benefit of City.
ARTICLE XX
NOTICES AND PAYMENTS
1. All notices and payments required under the terms of this Contract to be given by either
party to the other party shall be in writing, and unless otherwise specified in writing by the
respective parties, shall be sent to the parties at the addresses following:
Recycling Coordinator Ron Schmidt
City of College Station General Manager
P.O. Box 9960 Texas Commercial Waste
College Station, Texas 77842 P. O. Box 645
Bryan, Texas 77806
2. All notices shall be deemed to have been properly served only if sent by Registered or
Certified Mail, to the person(s) at the address designated as above provided, or to any other
person at the address which either party may hereinafter designate by written notice to the other
party.
ARTICLE XXI
PENALTY
Any person, firm or corporation violating any provision of this ordinance shall receive a
citation and fine not to exceed $2,000.00 for each offense, and each and every day said violation
continues constitutes a separate offense.
ARTICLE XXII
AMENDMENTS
It is hereby understood and agreed by the parties to this franchise that no amendment to
the terms of this franchise shall be made unless made in writing, approved by both parties, and
attached to this Franchise Agreement to become a part hereof.
ARTICLE XXIII
SEVERABILITY
If any section, sentence, clause, or paragraph of this Agreement shall be held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The parties shall use their best efforts to replace the invalid, illegal or unenforceable provision(s)
33
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Franchise Agreement for Demolition & Construction Material
Multifamily & Commercial Recycling & Organic Waste 16
of this Agreement with valid legal terms and conditions approximating the original intent of the
parties.
ARTICLE XXIV
AUTHORIZATION TO EXECUTE
The parties signing this Franchise Agreement shall provide adequate proof of their
authority to execute this Franchise Agreement. This Franchise Agreement shall inure to the
benefit and is binding upon the parties hereto and their respective successors or assigns, but shall
not be assignable by either party without the written consent of the other party.
ARTICLE XXV
TERM AND TERMINATION OF FRANCHISE
1. The term of this Franchise Agreement shall be for a period of five (5) years beginning on
the date of acceptance.
2. In addition to all other rights and powers retained by City under this Franchise or
otherwise, City reserves the right to declare this Franchise forfeited and to terminate the
Franchise and all rights and privileges of Contractor hereunder in the event of a material breach
of the terms, covenants, or conditions herein set forth. A material breach by Contractor shall
include, but not be limited to, the following:
a. Failure to pay the fees prescribed by Article V
b. Failure to materially deliver the services provided for in this Franchise
c. Material misrepresentation of fact in the application for or negotiation of this Franchise
d. Conviction of any director, officer, employee, or agent of Contractor of the offense of
bribery or fraud connected with or resulting from the awarding of this Franchise
e. Material misrepresentations of fact knowingly made to City with respect to or regarding
Contractor’s operations, management, revenues, services or reports required pursuant to
this Franchise
f. Revocation or denial of registration or renewal of registration by TCEQ
g. Excessive interruption in service for a period of seventy-two (72) hours or more due to
causes other than force majeure
3. Contractor shall not be excused by mere economic hardship nor by misfeasance or
malfeasance of its directors, officers, or employees.
4. City may after a hearing as described herein, revoke and cancel this Franchise by and
between the parties and said Franchise shall be null and void. City shall mail notice to
Contractor, at the address designated herein or at such address as may be designated from time to
time, by registered mail. The notice shall specify the time and place of the hearing and shall
include the allegations being asserted for the revocation of this Agreement. The hearing shall be
conducted in public before the City Council, and Contractor shall be allowed to present evidence
and be given an opportunity to answer all allegations for the termination set forth in the notice.
34
35
36
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Franchise Agreement for Demolition & Construction Material
Multifamily & Commercial Recycling & Organic Waste 19
EXHIBIT “A”
SCHEDULE OF BASE RATES
37
Bryan Iron and Metal, Ltd. d/b/a Texas Commercial Waste
Franchise Agreement for Demolition & Construction Material
Multifamily & Commercial Recycling & Organic Waste 20
EXHIBIT “B”
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
38
June 13, 2013
Consent Agenda Item No. 2d
Annual Price Agreement for Cement Stabilized Sand
To: Kathy Merrill, Interim City Manager
From: Chuck Gilman, P.E., PMP, Public Works Director
Agenda Caption: Presentation, possible action, and discussion regarding the
renewal of annual price agreement 11-031 to Brazos Paving, Inc. for the purchase
of Cement Stabilized Sand for an amount not to exceed $137,000 and authorizing
the City Manager to execute the renewal agreement on behalf of the City Council.
Relationship to Strategic Goals: Financially Sustainable City Providing Response
to Core Services and Infrastructure -Spending taxpayer money efficiently
Recommendation(s): Staff recommends approval of the authorization to
participate with the City of Bryan for the renewal of annual price agreement 11-031
and authorization for the City Manager to execute the renewal agreement.
Summary: The City of Bryan requested bids (City of Bryan Bid #11-031) for an
annual price agreement for Cement Stabilized Sand on May 17, 2011. Three bids
were received from Texcon, Brazos Paving, Inc. and Knife River. Our Interlocal
Purchasing Agreement with the City of Bryan allows the City to utilize contracts that
have been competitively solicited by either entity. The lowest Total Annual Bid Price
was received from Brazos Paving, Inc. for $16.50 for material to be picked up by
City crews and $21.50 for material to be delivered to the job site by contractor
crews. The amount estimated to be picked up by City of College Station crews for
regular and emergency maintenance is 7,000 tons at $16.50 for $115,500. The
amount estimated to be delivered by contractor crews to the job site would be
1,000 tons at $21.50 for $21,500. The total amount would not exceed $137,000.
This is Renewal #1 of two allowable renewals.
Budget & Financial Summary: Funds to purchase cement stabilized sand are
budgeted and available in the General Fund within the Operations Budget of the
Streets and Drainage Divisions.
Attachments:
1. City of Bryan Renewal Letter
39
40
June 13, 2013
Consent Agenda Item No. 2e
Distribution Breaker Purchase
To: Kathy Merrill, Interim City Manager
From: Timothy Crabb, Director of Electric Utilities
Agenda Caption: Presentation, possible action and discussion regarding the purchase of
5-15 kV electric distribution breakers in the amount of $119,190 from V&S Schuler Utilities
for system arc flash protection upgrades and for installation at Northgate Substation.
Relationship to Strategic Goals:
1. Core Services and Infrastructure
Recommendation(s): Staff recommends award to the lowest bidder meeting equipment
specifications, V&S Schuler Utilities, in the amount of $119,190.
Summary: On May 22, 2013 three bids were received by the Purchasing Department. The
lowest bid was selected because all the aspects were equivalent among the bidders. Three
of the five 15 kV distribution breakers being ordered are required as owner furnished
material for Northgate Substation. These will provide service to the growth in the Northgate
area. The other two breakers are required in order to replace older distribution breakers
not capable of providing arc flash protection for line personnel. Arc flash settings are
utilized to reduce exposure to high fault currents when line personnel must work on
energized lines.
Budget & Financial Summary: Funds for this purchase are budgeted in the Electric
Capital Improvement Projects Budget. Three of the breakers will be in the Northgate
Substation. The Northgate Substation expenditures ($77,410) are covered by the Northgate
Substation Debt Reimbursement Resolution that was approved by Council on 9/27/12. The
remaining two breakers will be put into the electric distribution system to provide arc flash
protection ($41,780).
Reviewed and Approved by Legal: Not Applicable
Attachments:
1. Bid Tabulation for #13-070 Purchase of Substation Breakers
41
City of College Station - Purchasing Division
Bid Tabulation for #13-070
"Purchase of Substation Breakers"
Open Date: Wednesday, May 22, 2013 @ 2:00 p.m.
V&S Schuler Utilities DIS-TRAN Packaged
Substations Wesco
Group Qty Description
A1 3
ABB ABB ABB
MB11130CCMH5KMZ402 MB1130CCMH5KMZ402 MB11130CCMH5KZ407
13-14 weeks ARO 13-14 Weeks ARO 13-14 weeks
$20,890.00 $22,755.67 $22,193.00
$62,670.00 $68,267.01 $66,579.00
Group Qty Description
A1 2
ABB ABB ABB
MB11440PPMH5KMZ401 MB11440PPMH5KMZ401 MB11440PPMH5KMZ402
13-14 Weeks WRO 13-14 Weeks 13-14 Weeks
$28,260.00 $30,782.49 $30,021.00
$56,520.00 $61,564.98 $60,042.00
$119,190.00 $129,831.99 $126,621.00
Y Y Y
None None None
Rank 1 Rank 3 Rank 2
5 year Warranty 5 year Warranty 5 year Warranty
GRAND TOTAL
Bid Certification
Exceptions
3000 AMP
Distribution Circuit
Manufacturer
Catalog No.
Delivery Time
Unit Price
SUBTOTAL
SUBTOTAL
1200 AMP
Distribution Circuit
Manufacturer
Catalog No.
Delivery Time
Unit Price
42
June 13, 2013
Consent Agenda Item No.2f
Bank Depository Renewal and Amendment
To: Kathy Merrill, Interim City Manager
From: Jeff Kersten, Executive Director of Business Services
Agenda Caption: Presentation, possible action and discussion on the first renewal and first
amendment to the bank depository contract between City of College Station and Citibank,
N.A.
Relationship to Strategic Goals: Goal I - Financially Sustainable City Providing Response
to Core Services and Infrastructure
Recommendation(s): Staff recommends approval of the first one-year renewal option and
contract amendment.
Summary: The current bank depository agreement with Citibank expires on September
30, 2013. On August 26, 2010, the Council selected Citibank as the City's depository bank.
The depository agreement was for three (3) years with an option for two (2) one-year
renewals under the same terms and conditions and upon mutual consent of both parties.
Due to economic conditions, Citibank has expressed that they will not be able to offer the
current excess earnings interest rate of the average fed fund rate plus fifty basis points. To
help offset the lower interest rate returned item fess will be reduced. The contract
amendment allows the City to negotiate mutually agreed upon changes to rates, fees or
other cost.
Citibank was selected as the city’s depository account based on lowest cost for banking
services, ability to present the city with innovative cash management options, having a
dedicated governmental division with numerous governmental clients and the only bank
offering to pay the City interest on excess earning. On April 5, 2013 the renewal and
amendment was brought before and discussed with the Budget and Finance Committee.
The committee moved to accept staff’s recommendation and present to Council for
consideration.
Budget & Financial Summary: The annual cost for the services provided by Citibank is
not expected to exceed $40,000 annually. The expenditure for banking services is budgeted
in the General Fund and the Utility Customer Service Fund. The interest rate on the account
is the average fed fund rate plus 20 basis points and returned item fees will be reduced.
Currently, the City is averaging roughly $29,000 a month in interest earnings. The new rate
will reduce the City’s monthly earnings roughly by half. Staff will continue to look for
investment opportunities to maximize earnings on excess balances to help offset the
interest rate reduction in the City’s depository account.
Legal Review: Yes
Attachments:
1. First Renewal and First Amendment to the Bank Depository Contract
43
44
45
46
47
June 13, 2013
Regular Agenda Item No. 1
20-ft Public Utility Easement Abandonment –
130, 132 & 134 (former) Meadowland Street
To: Kathy Merill, Interim City Manager
From: Bob Cowell, Executive Director of Planning and Development Services
Agenda Caption: Public Hearing, presentation, possible action, and discussion approving
an ordinance vacating and abandoning a 0.094 acre, 20-foot wide public utility easement
located on Lots 2, 3 & 4 of the North Park Section II Subdivision according to the plat
recorded in Volume 494, Page 543 of the Deed Records of Brazos County, Texas.
Relationship to Strategic Initiatives: Core Services and Infrastructure, and a Diverse
Growing Economy
Recommendation(s): Staff recommends approval of the ordinance.
Summary: This easement abandonment accommodates the future development of a
hotel on Lots 2, 3 & 4. There are no public or private utilities in the subject portion of
easement to be abandoned.
The 0.094 acre, 20-foot wide public utility easement to be abandoned is located on Lots 2, 3
& 4 of the North Park Section II Subdivision according to the plat recorded in Volume 494,
Page 543 of the Deed Records of Brazos County, Texas.
Budget & Financial Summary: N/A
Attachments:
1. Attachment 1 - Vicinity Map
2. Attachment 2 - Location Map
3. Attachment 3 - Ordinance
- Ordinance Exhibit "A"
4. Application for Abandonment (On file at the City Engineer’s Office)
48
NIMITZ ST
FRONT STHENSEL DRCOONER STBALL ST NICOLAS AVASH STEISENHOWER ST
HENSEL AV
POLO RDCALVIN MOORE AVJANE ST
MEADOWLAND ST S ROSEMARY DRS
H
A
D
Y L
N
POPLAR STLIVE OAK STCULPEPPER DR
CROSS STW-X ROW
TURNER STHENSEL STU-V ROW
MILAM AV CHARLES HALTOM AVSUNNY LNBROOKSIDE DR EBANKS STPEYTON STFOSTER AV
AVENUE AINWOOD DRCRESCENT DRPASLER ST
MACARTHUR ST
ARGUELLO DR
CHAPPEL ST
FLO R IC U L T URE RD
OFFICE STLIVE OAK STPOPLAR STAVENUE ATEXAS AV
S TEXAS AV UNIVERSITY DR EUNIVERSITY DRCOLLEGE AV LINCOLN AVT
A
RROW ST
COLLEGE AV N ROSEMARY DRWALTON DR±
Vicinity Map
Proposed 20-ft PUEAbandonment
49
FRONT ST
MEADOWLAND STHENSEL STCOONER STCALVIN M O O RE AVAVENUE AHENSEL DR
NICOLAS AVCHARLES HALTOM AVTEXAS AV
S TEXAS AV
Locatio n Map
±
Proposed 20-ft PUEAbandonment
50
51
52
53
54
June 13, 2013
Regular Agenda Item No. 2
Electrical & Public Utility Easement Abandonments – 410 Texas Avenue
To: Kathy Merrill, Interim City Manager
From: Bob Cowell, Executive Director of Planning and Development Services
Agenda Caption: Public Hearing, presentation, possible action, and discussion approving
an ordinance vacating and abandoning five electrical and public utility easements located at
410 Texas Avenue: a 10-foot electrical utility easement (Exhibit “A”), a 15-foot electrical
utility easement (Exhibit “B”), and a 10-foot electrical utility easement (Exhibit “C”)
recorded in Volume 639, Page 534 of the Deed Records of Brazos County, Texas; a 10-foot
electrical utility easement recorded in Volume 740, Page 373 of the Deed Records of Brazos
County, Texas; and a 0.07 acre public utility easement recorded in Volume 2709, Page 139
of the Deed Records of Brazos County, Texas.
The 10-foot electrical utility easement, a 15-foot electrical utility easement, and a 10-foot
electrical utility easement recorded in Volume 639, Page 534 of the Deed Records of Brazos
County, Texas are located on Lot 2, Block 1 of the Northpoint Crossing Subdivision
according to the plat recorded in Volume 11193, Page 160 of the Deed Records of Brazos
County, Texas.
The 10-foot electrical utility easement recorded in Volume 740, Page 373 of the Deed
Records of Brazos County, Texas and the 0.07 acre public utility easement recorded in
Volume 2709, Page 139 of the Deed Records of Brazos County, Texas are located on Lot 1,
Block 1 of the Northpoint Crossing Subdivision according to the plat recorded in Volume
11193, Page 160 of the Deed Records of Brazos County, Texas.
Recommendation(s): Staff recommends approval of the ordinance.
Summary: This easement abandonment accommodates future development of the
subject property in accordance with the approved Planned Development District (PDD)
zoning. The City has received a temporary blanket easement for the entire site which will
continue to provide sufficient access to public and private utilities until infrastructure is
removed and relocated at the owners’ expense and a new public utility easement is granted
with the future site development.
Budget & Financial Summary: N/A
Attachments:
1. Attachment 1 - Vicinity Map
2. Attachment 2 - Location Map
3. Attachment 3 - Ordinance
- Ordinance Exhibit "A"
4. Application for Abandonment (On file at the City Engineer’s Office)
55
FRONT STNIMITZ ST
COONER STNICOLAS AVEISENHOWER ST
JANE ST
MEADOWLAND ST POPLAR STLIVE OAK STCALVIN MOORE AVHENSEL DR
W-X ROW HENSEL STCHARLES HALTOM AVS
H
A
D
Y L
N
POLO RD
U-V ROW
BALL ST
MACARTHUR ST
AVENUE APOPLAR STTEXAS AV
S TEXAS AV
UNIVERSITY DR EUNIVERSITY DR±
Vicinity Map
Proposed 0.07-acrePUE Abandonment(V.2709, P.139)
Proposed 10-ft Electrical Utility Easement Abandonment(Exhibit "A") (V.639, P.534)
Proposed 10-ft Electrical Utility Easement Abandonment(V.740, P.373)
Proposed 10-ft ElectricalUtility Easement Abandonment(Exhibit "B") (V.639, P.534)
Proposed 10-ft ElectricalUtility Easement Abandonment(Exhibit "C") (V.639, P.534)
56
FRONT ST
MEADOWLAND ST
NICOLAS AVCOONER STAVENUE ATEXAS AV
UNIVERSITY DRLocatio n Map
±
Proposed 0.07-acrePUE Abandonment(V.2709, P.139)
Proposed 10-ft Electrical Utility Easement Abandonment(Exhibit "A") (V.639, P.534)
Proposed 10-ft Electrical Utility Easement Abandonment(V.740, P.373)
Proposed 10-ft ElectricalUtility Easement Abandonment(Exhibit "B") (V.639, P.534)
Proposed 10-ft ElectricalUtility Easement Abandonment(Exhibit "C") (V.639, P.534)
57
58
59
60
61
62
63
64
65
66
67
68
69
EXHBIT "D"
70
EXHBIT "D"
71
EXHBIT "D"
72
June 13, 2013
Regular Agenda Item No. 3
A Resolution Approving Parks and Recreation Department
FY 2013-14 User Fees for Facilities and Programs
To: Kathy Merrill, Interim City Manager
From: David Schmitz, Director, Parks and Recreation Department
Agenda Caption: Presentation, possible action and discussion regarding approval of a
resolution for Parks and Recreation Department User Fees for facilities and programs for
FY 2013-14.
Relationship to Strategic Goals: (Select all that apply)
1. Financially Sustainable City
2. Core Services and Infrastructure
Recommendation(s): The Parks and Recreation Advisory Board and staff recommend
approval of the resolution and fees schedule as submitted.
Summary: The Parks and Recreation Department conducts annual reviews of user fees to
determine direct costs, as well as local “market” rates for individual programs and facilities.
Further, the Parks and Recreation Advisory Board established a departmental fees policy
statement to provide guidance in the establishment of fees. This policy is consistent with
the City’s fiscal and budgetary policy. The Parks and Recreation Advisory Board reviewed all
of the proposed fees on March 12, 2013 and voted 7:0 to recommend approval of the fees
as submitted.
Resident and Non-Resident fee pricing was approved by the City Council in January 2010.
Budget & Financial Summary: These fees will go into effect upon approval by City
Council.
Reviewed and Approved by Legal: Yes
Attachments:
1. General Fund Fees – DRAFT
2. Recreation Fund Fees – DRAFT
3. Redlined Version General Fund Fees - DRAFT
4. Redlined Version Recreation Fund Fees - DRAFT
5 Minutes of the Parks and Recreation Advisory Board Meeting of March 12, 2013
6. Resolution
73
February 27, 2013 Page 1
PARKS & RECREATION DEPARTMENT
2013 GENERAL FUND USER FEES – DRAFT #6
(Effective Upon Approval by Council)
ATHLETIC FIELDS
2010 2011
2012 2013
Athletic Field Rental ~ One (1) Field, Per Day
1. (Includes Field Redevelopment Fee of $15)
$120 / day
$120 / day
$150 / day
$150 / day
Athletic Field Rental ~ One (1) Field, Per Hour, up to Seven (7)
2. Hours. (Includes Field Redevelopment Fee of $5)
$20 / hour
$20 / hour
$30 / hour
$30 / hour
3. Athletic Field Rental Deposit Varies Varies Varies Varies
4. Lights for Field Rentals (Per hour/Per field) $15 / hour $15 / hour $20 / hour $20 / hour
5. Game Field Prep Fee, Per Field $50 / field $50 / field $75 / Field $75 / Field
6. Bee Creek Batting Cage Rental, Per Hour $10 / hour $10 / hour $15 / hour $15 / hour
7. Tournament Rate Contact Parks & Recreation Office for Pricing.
8. Key Fee (New Annual Fee and Replacement Fee) $10 each $10 each $10 each $10 each
9. TAMU Game Day Parking Fee @ a City Facility Parking Lot (City Hall,
Conference Center, Wayne Smith Complex) $10 / day $10 / day $10 / day $10 / day
~ In addition to the rental fees, a deposit will be charged and paid by the renter in advance of any tournament. The deposit will vary
depending on the type and size of the tournament.
~ In addition to the rental and deposit fees, additional fees may be assessed to the renter depending on the length and type of tournament
in order to cover expenses incurred by the City for personnel and supplies needed to facilitate the tournament.
~ Initial game field prep and light fees are included in the daily rental fee, but not in hourly rental fees.
2010 2011 2012 2013
PAVILION RENTALS PER DAY
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Bee Creek (100); Oaks (40)
Monday – Thursday $100 $150 $100 $150 $125 $250 $125 $250
Friday – Sunday & Holidays $125 $190 $125 $190 $150 $300 $150 $300
Deposit $200 $300 $200 $300 $200 $200 $200 $200
2. Central (200) / Southwood Pavilions (300)
Monday – Thursday $150 $225 $150 $225 $200 $400 $200 $400
Friday – Sunday, and Holidays $225 $340 $225 $340 $250 $500 $250 $500
Deposit $200 $300 $200 $300 $200 $200 $200 $200
3. John Crompton Park Pavilion (80)
Monday – Thursday $125 $190 $125 $190 $150 $300 $150 $300
Friday – Sunday, and Holidays $175 $265 $175 $265 $200 $400 $200 $400
Deposit $200 $300 $200 $300 $200 $200 $200 $200
4. American Pavilion in Veterans Park (500)
Monday – Thursday $250 $375 $250 $375 $300 $600 $300 $600
Friday – Sunday, and Holidays $350 $525 $350 $525 $350 $700 $350 $700
Deposit $400 $600 $400 $600 $400 $400 $400 $400
Dog Park Rentals – (Steeplechase Park and
5. University Park) Per day
$150
$225 $150 $225 $150 $300 $150 $300
6. Transfer / Cancellation Fee Per Change $10 $10 $20 $20
~ Deposits are refundable if the facility is left clean, damage-free, and the keys are returned.
~ Deposits are refundable, less the $10 cancellation fee if reservation is cancelled no later than seven (7) days prior to rental date.
~ ( ) – The parenthesis by each pavilion shows the limit of occupants that the pavilion can facilitate.
74
February 27, 2013 Page 2
PERMITS & COMMISSIONS 2010 2011 2012 2013
1. Vendor Permit $50 $50 $50 $50
Alcohol Permit (Required when alcohol is served at Lincoln Center,
Southwood Center, Conference Center, Wolf Pen Creek and Veterans
2. Park rentals.)
N/A
$55
$55
$55
3. Commissions: (Gross Sales minus Sales Tax)
Food & Drinks 10 - 15 % 10 - 15 % 10 - 15 % 10%
Other Goods 10 - 15 % 10 - 15 % 10 - 15 % 10%
Alcoholic Beverages 20 - 25 % 20 - 25 % 20 - 25 % 20%
RACE EQUIPMENT RENTALS
2010 2011 2012 2013
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Printing Stop Watch / Non-printing Stop Watch $10 $15 $10 $15 $10 $15 $10 $20
2. Cones (10) $10 $15 $10 $15 $10 $15 $10 $20
3. Bases, Poles, and Flagging (10) $10 $15 $10 $15 $10 $15 $10 $20
4. Big Time Clock $60 $90 $60 $90 $60 $90 $10 $20
5. Water Cooler / Ice Chest $5 $10 $5 $10 $5 $10 $5 $10
6. Tables $10 $15 $10 $15 $15 $30 $15 $30
7. Traffic Flags and Vests (10) $5 $10 $5 $10 $10 $20 $10 $20
Rental Package #1: Big time clock, 1 printing
stopwatch, 10 cones, 10 bases/poles and
flagging, 2 water coolers, 2 tables, 10 traffic
8. flags, and vests. $85 $130 $85 $130 $100 $200 $100 $200
Rental Package #2: Big time clock, 2 printing
stop-watches, 30 cones, 20 bases/poles and
flagging, 6 water coolers, 4 tables, 15 traffic
9. flags and vests. $100 $150 $100 $150 $125 $250 $125 $250
Rental Package #3: Big time clock, 4 printing
stop-watches, 60 cones, 30 bases/poles and
flagging,12 water coolers, 6 tables, 20 traffic
10. flags and vests $125 $190 $125 $190 $150 $300 $150 $300
11. Deposit for Any Package N/A $200 $200
2010 2011 2012 2013
WOLF PEN CREEK Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun
1. Amphitheater Rentals Per Day:
Private Rental $300 $400 $300 $400 $500 $600 $500 $600
Non Commercial ~ Benefit Rental $600 $700 $600 $700 $750 $900 $750 $900
Professional/Commercial Rentals $1,000 $1,100 $1,000 $1,100 $1,000 $1,200 $1,000 $1,200
2. Green Room Events ~ Four Hrs or Less
Non Commercial $100 $125 $100 $125 $110 $140 $110 $140
Commercial $125 $175 $125 $175 $150 $200 $150 $200
3. Green Room Events ~ Five to Twelve Hrs
Non Commercial $250 $300 $250 $300 $275 $325 $275 $325
Commercial $300 $350 $300 $350 $325 $375 $325 $375
4. The Plaza at Wolf Pen Creek
Rental (Includes Pavilion and Restrooms) $100 $150 $100 $150 $110 $160 $110 $160
5. Festival Site Rental
Private Rental N/A N/A N/A N/A N/A N/A $200 $300
Non-Commercial ~ Benefit Rental N/A N/A N/A N/A N/A N/A $400 $500
Private Commercial Rental N/A N/A N/A N/A N/A N/A $600 $700
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February 27, 2013 Page 3
2010 2011 2012 2013
WOLF PEN CREEK Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun
6. Amphitheater & Festival Site Rental
Private Rental N/A N/A N/A N/A N/A N/A $600 $800
Non-Commercial ~ Benefit Rental N/A N/A N/A N/A N/A N/A $950 $1,200
Private Commercial Rental N/A N/A N/A N/A N/A N/A $1,200 $1,500
7. Deposit
For Green Room, Plaza or Festival Site Varied According to Event $200
For Amphitheater Varied According to Event $600
~ A percentage of ticketing and fees for service personnel and vending charges will be added accordingly for amphitheater rentals.
~ A percentage of the gate will be negotiated for commercial events.
~ Non Commercial is defined as: Non-profit, student, civic or private.
~ Security deposits are based upon participants/attendees.
CEMETERY FEES 2010 2011 2012 2013
1. College Station Cemetery: Standard Space $1,125 $1,125 $1,250 $1,375
Cremate Space $350 $350 $400 $440
Infant Space $175 $175 $200 $220
2. Memorial Cemetery of College Station:
Municipal Section: Standard Space $1,125 $1,125 $1,250 $1,375
“ “ “ Columbaria Niche $690 $690 $750 $825
“ “ “ Infant Space $175 $175 $200 $220
Aggie Field of Honor: Standard Space $2,350 $2,350 $2,500 $2,750
“ “ “ Columbaria Niche $1,380 $1,380 $1,500 $1,650
3. Grave Opening and Closing Fee N/A N/A N/A $150
4. Mark the Grave and Set the Monument N/A N/A N/A $100
5. Memorial Bench Set Fee N/A N/A N/A $100
Fees approved by Parks and Recreation Advisory Board: March 12, 2013
Fees approved by City Council:
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February 27, 2013 Page 1 of 4
PARKS & RECREATION DEPARTMENT
2013 REC FUND FEES – DRAFT #6
Effective Upon Approval of City Council
2010 2011 2012 2013
ADULT SPORTS PER TEAM Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Volleyball (No Field Redevelopment Fee Included) $210 $210 $210 $210
2. Softball (Includes $95 / Team Field Redevelopment Fee)
Play-Off League: Spring and Summer/Fall $390 $390 $390 $390
3. Kick Ball $375 $375 $395 $390
4. Tennis Lessons Per Person (Moved from Instruction) $70 $105 $70 $105 $70 $140 $70 $140
5. Outside League Field Redevelopment Fee Per Team $95 $145 $95 $145 $95 $145 $95 $190
6. Outside League Per Game Contract Fee $10 $15 $10 $15 $15 $30 $15 $30
7. Adult Sports Transfer / Cancellation Fee $10 $10 $20 $20
8. Late Registration Fee Adult Sports N/A N/A $20 / $10 $20
Adult sports are registered as a team unless otherwise noted.
2010 2011 2012 2013
AQUATICS PROGRAMS
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Swim Lessons
45-Minute Lesson $45 $70 $45 $70 $45 $90 $45 $90
25-Minute Lesson* $40 $60 $40 $60 $40 $80 $40 $80
2. Stroke Clinic $50 $75 $50 $75 $50 $100 $50 $100
3. Water Fitness & Lap Swim Discount Pass (25 Punches) $50
4. Swim Team (No Field Redevelopment Fee) $110 $110 $110 $125
5. Transfer / Cancellation Fee $10 $10 $20 $20
* Children ages 5 and under attend only a 25-minute lesson. All other lessons are 45 minutes in length.
6. General Admission Per Person (Ages 3 and Up)
Hallaran/Thomas $3 $3 $3 $3
Adamson $6 $6 $6 $6
7. Discount Pass – 25 Swims
Hallaran/Thomas $60 $60 $60 $50
*Adamson $100 $100 $100 $100
8. Family Season Pass (Up to Five Family Members)
Fee for Additional Members in Excess of Five $25 Per Person $25 Per Person $25 Per Person $25 Per Person
Hallaran/Thomas Pass $150 $150 $150 $150
*Adamson $250 $250 $250 $250
9. Individual Season Pass
Hallaran/Thomas $75 $75 $75 $75
*Adamson $125 $125 $125 $125
10. Special Day Care Fee, Per Child
Hallaran/Thomas $3 $3 $3 $2.00
*Adamson $4.00
11. Pool Rentals (2 Hour Period. Limited weekend availability.)
Thomas/Hallaran: 25 people or fewer $150 $225 $150 $225 $150 $300 $150 $300
50 people or fewer $175 $265 $175 $265 $175 $350 $175 $350
51-76 people $250 $375 $250 $375 $250 $500 $250 $500
77-102 people $325 $490 $325 $490 $325 $650 $325 $650
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February 27, 2013 Page 2 of 4
Each hour after initial 2 hours $125 $190 $125 $190 $125 $250 $125 $250
Adamson: 99 people or fewer $325 $490 $325 $490 $325 $650 $325 $650
199 or fewer $375 $565 $375 $565 $375 $750 $375 $750
299 or fewer $450 $675 $450 $675 $450 $900 $450 $900
300+ $600 $900 $600 $900 $600 $1,200 $600 $1,200
Each hour after initial 2 hours $150 $225 $150 $225 $150 $300 $150 $300
12. Adamson Baby Pool Rental - (2 Hour Period) $85 $85 $85 $85 $170
13. Pool Parties Per Person – (2 Hour Period)
Pavilion Party (Four-table Limit): First table $20 $20 $20 $20
Additional Tables (Max 3) $10 $10 $15 $15
14. Junior Lifeguard Program Per Person, Per Session $75 $75 $75 $75
15. Junior Lifeguard Level 2, Per Person, Per Session $25 + Cert Fees $25 + Cert Fees $25 + Cert Fees $25 + Cert Fees
16. Water Safety Instructor, Per Person $150
17. Other Pool Fees:
Texas SuperGuard Competition, Per Person $20 $20 $25 $25
Swim Diaper Fee Per Diaper $1 $1 $1 $1
Locker Rental Fee $1 $1 $2 $2
Locker Deposit $2 $2 $3 $3
Duck Derby (Sponsor a Duck July 4th), Per Person $2 $2 $2 $2
Itzy Bitzy Tiny Cutie Bathing Beauty & Handsome
Boy Contest on July 4th, Per Person
$3
$3
$3
$3
“Schools Out Blow Out” at Adamson Lagoon
CSISD Only $200 $200
50% of
Resident Rate
50% of
Resident Rate
18. Educational Class Rental Per Hour $25 $25 $25 $25
Summer Day Camp Use, Per Child
19. All Pools – (CSISD Only) $2 $3 $2 $3 $2 $3
50% of
Resident Rate
20. Discount Group Fee
Southwood/Thomas Per Person N/A N/A $2.40 $2.00
Adamson Lagoon N/A N/A $4 $4
21. Lost Discount Pool Pass N/A N/A $5 $5
22. Lifeguard Training Fee, Per Person N/A N/A $150 $150
23. WSI Class Fee, Per Person N/A N/A $150 $150
24. CPR/First Aid Certification Fee, Per Person N/A N/A $25 $25
Transfer/Cancellation Fee for Pool Rentals and
25. Programs
$10
$10 $20 $20
*Adamson passes are also valid at Southwood Hallaran and Thomas pools, excluding the CSISD Natatorium. All discount passes are
priced for 25 swims.
2010 2011 2012 2013
INSTRUCTION FEES PER PERSON
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
All Xtra Education class fees will be set according to the individual needs of each class and are based upon
1. 100 % direct cost recovery.
2. Instruction Class Transfer / Cancellation Fee $10 $10 $20 $20
2010 2011 2012
2013
LINCOLN CENTER
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. School Year Membership Pass: Includes Boys and Girls Club Membership
Youth (17 & Under) $20 $30 $20 $30 $30 $60 $30 $60
Low Income Eligible $10 $15 $10 $15 $20 $40 $20 $40
2. Summer Membership Pass $50 $100 $50 $100 $50 $100 $50 $100
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February 27, 2013 Page 3 of 4
3. Late Pick-up Fee:
1st Fifteen Minutes $5 $5 $5 $5 $5 $10 $5 $10
Each Additional Minute Thereafter $1.00 $1.00 $1.00 $1.00 $1.00 $2.00 $1.00 $2.00
Adult (18 & Over) Annual (12 Month)
4. Membership Pass
$45
$70
$45
$70
$75
$150
$75
$150
Non-Member Guest Pass Per Day
5. (Youth or Adult)
$2
$3
$2
$3
$2
$4
$2
$4
6. Gym Deposit Per Day (8-Hour Block) $250 $375 $250 $375 $275 $550 $275 $550
Half Court Rental per Hour (4-Hour Max) $30 $45 $30 $45 $40 $80 $40 $80
Full Court Rental Per Hour (4-Hour Max) $40 $60 $40 $60 $50 $100 $50 $100
Gym Event (Per Chair) $.35 $.35 $.35 $.35 $.50 $1.00 $.50 $1.00
All Day Usage (More than 4 Hours) $250 $375 $250 $375 $275 $550 $275 $550
Concession Usage $20 $30 $20 $30 $20 $60 $20 $60
Game Room / Multi-purpose Room Rental
7. Per Hour (4-Hour minimum) $25/hour
$40/hour $25/hour $40/hour $30/hour $60/hour $30/hour $60/hour
Deposit $75 $115 $75 $115 $100 $200 $100 $200
Community Room Rental Per Hour (3-Hour
8. Max) $30 $45 $30 $45 $40 $80 $40 $80
Deposit $100 $150 $100 $150 $150 $300 $150 $300
Kitchen Fee $25 $40 $25 $40 $25 $50 $25 $50
9. W.A. Tarrow Covered Basketball Pavilion (100) (4 Hours Max)
Monday – Thursday $100 $150 $100 $150 $125 $250 $125 $250
Friday – Sunday & Holidays $125 $190 $125 $190 $150 $300 $150 $300
Deposit $200 $300 $200 $300 $200 $200 $200 $200
Special Event Fee (Funerals, weddings,
10. parties) $275 $415 $275 $415 $300 $600 $300 $600
11. Miscellaneous Charges:
Copies (Per Copy) * $.10 / Copy $.10 / Copy $.10 / Copy $.10 / Copy
Faxes ~ Local (Per Page) $1.00 / Page $1.00 / Page $1.00 / Page $1.00 / Page
Faxes ~ Long Distance (Per Page)
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
12. Gym or Room Transfer / Cancellation Fee $10.00 $10.00 $20 $20
~ All rooms are subject to an after-hour charge of $20 per hour. The after-hour charge is based on any request to use facilities beyond
the Center’s normal operating hours.
~ Special Event fee includes the rental of the gym, Community Room, sound system, and 450 chairs.
* Per Section 111.61 of the Texas Administrative Code.
SOUTHWOOD CENTER FACILITY RENTALS 2010 2011
2012 2013
Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate
1. Meeting Room Rental, Per Hour $20 $25 $25 $50 $25 $50
Deposit $50 $50 $50 $100 $50 $100
2. Dance/Game Room Rental, Per Hour $30 $35 $35 $70 $35 $70
Deposit $50 $50 $75 $150 $75 $150
3. Whole Facility Rental Per Hour (Excludes Computer Lab) $75 $75 $75 $150 $75 $150
Deposit $75 $75 $75 $150 $75 $150
4. Additional Attendance Fee Per Hour * $10 $10 $10 $20 $10 $20
5. Computer Lab Rental Per Hour N/A $15 $20 $40 $20 $40
6. Room or Rental Transfer / Cancellation Fee $10 $10 $20 $20
* All rental rates are based on a party of 1-25 people. Additional fees are added per hour for over 25 attendees. Any rental expecting more
than 100 attendees must have prior Supervisor approval.
~ Deposits are refundable if the facility is left clean and damage-free.
~ Fees are assessed for special events and field trips.
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February 27, 2013 Page 4 of 4
SOUTHWOOD CENTER PROGRAMMING 2010 2011
2012 2013
Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate
1. School Year Teen Membership Pass (Expires May 31) $20 $100 $30 $60 $30 $60
2. Summer Teen Membership Pass N/A N/A $20 $40 $20 $40
3. Non-Member Guest Pass Per Day Teen or Senior $2 $2 $2 $4 $2 $4
4. Late Pick-up Fee:
1st Fifteen Minutes N/A N/A $5 $10 $5 $10
Each Additional Minute Thereafter N/A N/A $1 $2 $1 $2
5. Senior Annual Membership Pass N/A $20 $20 $40 $20 $40
6. Bus Pass (25 Rides) N/A $50 $50 $100 $50 $100
Bus, Per Ride N/A N/A N/A N/A $2.50
YOUTH SPORTS PER CHILD
2010 2011 2012 2013
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Basketball / Youth Volleyball / Per Child $60 $60 $60 $60
Flag Football (Includes Field
2. Redevelopment Fee $60 $60 $60 $70
Outside League Field Redevelopment
3. Fee Per Child ~ All Sports $10 $10 $10 $10
Challenger Sports (Basketball, Bowling,
4. Soccer) $15 $15 $15 $15
5. USTA Tennis League $100 $150 $100 $150 $100 $200 $100 $200
6. Tennis Lessons $70 $105 $70 $105 $70 $140 $70 $140
7. TAAF Summer Track N/A N/A N/A $100
Youth Sports Transfer
8. Cancellation Fee Per Child $10 $10 $20 $20
Resident/Non-Resident Fee Pricing Approved by City Council in January 2010.
Fees approved by Parks and Recreation Advisory Board: March 12, 2013
Fees approved by City Council:
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February 27, 2013 Page 1
PARKS & RECREATION DEPARTMENT
2013 GENERAL FUND USER FEES – DRAFT
ATHLETIC FIELDS
2010 2011
2012 2013
Athletic Field Rental ~ One (1) Field, Per Day
1. (Includes Field Redevelopment Fee of $15)
$120 / day
$120 / day
$150 / day
$150 / day
Athletic Field Rental ~ One (1) Field, Per Hour, up to 7 Hours.
2. (Includes Field Redevelopment Fee of $5)
$20 / hour
$20 / hour
$30 / hour
$30 / hour
3. Athletic Field Rental Deposit Varies Varies Varies Varies
4. Lights for Field Rentals (Per hour/Per field) $15 / hour $15 / hour $20 / hour $20 / hour
5. Game Field Prep Fee, Per Field $50 / field $50 / field $75 / Field $75 / Field
6. Bee Creek Batting Cage Rental, Per Hour $10 / hour $10 / hour $15 / hour $15 / hour
Veterans Park “Package” Day Rental – All 9 Soccer Fields
7. and the American Pavilion $1,100/day $1,100/day $1,200 / day $1,200 / day
7. Tournament Rate Contact Parks & Recreation Office for Pricing
8. Key Fee (New Annual Fee and Replacement Fee) $10 each $10 each $10 each $10 each
9. TAMU Game Day Parking Fee @ a City Facility Parking Lot
(City Hall, Conference Center, Wayne Smith Complex) $10 / day $10 / day $10 / day $10 / day
~ In addition to the rental fees, a deposit will be charged and paid by the renter in advance of any tournament. The deposit will vary
depending on the type and size of the tournament.
~ In addition to the rental and deposit fees, additional fees may be assessed to the renter depending on the length and type of
tournament in order to cover expenses incurred by the City for personnel and supplies needed to facilitate the tournament.
~ Initial game field prep and light fees are included in the daily rental fee, but not in hourly rental fees.
1. The Regular Rate applies to non-resident individuals of College Station.
2. The Regular Rate for team fees applies to teams that have less than 75% College Station resident participation on the team.
2010 2011 2012 2013
PAVILION RENTALS PER DAY
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Bee Creek (100); Oaks (40) / W.A. Tarrow Park (100) Pavilion - TARROW PARK MOVED TO REC FUND - LINCOLN CENTER
Monday – Thursday $100 $150 $100 $150 $125 $250 $125 $250
Friday – Sunday & Holidays $125 $190 $125 $190 $150 $300 $150 $300
Deposit $200 $300 $200 $300 $200 $200 $200 $200
2. Central (200) / Southwood Pavilions (300)
Monday – Thursday $150 $225 $150 $225 $200 $400 $200 $400
Friday – Sunday, and Holidays $225 $340 $225 $340 $250 $500 $250 $500
Deposit $200 $300 $200 $300 $200 $200 $200 $200
3. John Crompton Park Pavilion (80)
Monday – Thursday $125 $190 $125 $190 $150 $300 $150 $300
Friday – Sunday, and Holidays $175 $265 $175 $265 $200 $400 $200 $400
Deposit $200 $300 $200 $300 $200 $200 $200 $200
4. American Pavilion in Veterans Park (500)
Monday – Thursday $250 $375 $250 $375 $300 $600 $300 $600
Friday – Sunday, and Holidays $350 $525 $350 $525 $350 $700 $350 $700
Deposit $400 $600 $400 $600 $400 $400 $400 $400
Dog Park Rentals – (Steeplechase Park and
5. University Park) Per day
$150
$225 $150 $225 $150 $300 $150 $300
6. Transfer / Cancellation Fee Per Change $10 $10 $20 $20
~ Deposits are refundable if the facility is left clean, damage-free, and the keys are returned.
~ Deposits are refundable, less the $10 cancellation fee if reservation is cancelled no later than seven (7) days prior to rental date.
~ ( ) – The parenthesis by each pavilion shows the limit of occupants that the pavilion can facilitate.
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February 27, 2013 Page 2
Moved from Rec Fund
PERMITS & COMMISSIONS 2010 2011 2012 2013
1. Vendor Permit $50 $50 $50 $50
Alcohol Permit (Required when alcohol is served at Lincoln Center,
Southwood Center, Conference Center, Wolf Pen Creek and
2. Veterans Park rentals.)
N/A
$55
$55
$55
3. Commissions: (Gross Sales minus Sales Tax)
Food & Drinks 10 - 15 % 10 - 15 % 10 - 15 % 10%
Other Goods 10 - 15 % 10 - 15 % 10 - 15 % 10%
Alcoholic Beverages 20 - 25 % 20 - 25 % 20 - 25 % 20%
Moved from Rec Fund
RACE EQUIPMENT RENTALS
2010 2011 2012 2013
Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Printing Stop Watch / Non-printing Stop Watch $10 $15 $10 $15 $10 $15 $10 $20
2. Cones (10) $10 $15 $10 $15 $10 $15 $10 $20
3. Bases, Poles, and Flagging (10) $10 $15 $10 $15 $10 $15 $10 $20
4. Big Time Clock $60 $90 $60 $90 $60 $90 $10 $20
5. Water Cooler / Ice Chest $5 $10 $5 $10 $5 $10 $5 $10
6. Tables $10 $15 $10 $15 $15 $30 $15 $30
7. Traffic Flags and Vests (10) $5 $10 $5 $10 $10 $20 $10 $20
Rental Package #1: Big time clock, 1 printing
stopwatch, 10 cones, 10 bases/poles and flagging, 2
8. water coolers, 2 tables, 10 traffic flags and vests. $85 $130 $85 $130 $100 $200 $100 $200
Rental Package #2: Big time clock, 2 printing stop-
watches, 30 cones, 20 bases/poles and flagging,
9. 6 water coolers, 4 tables, 15 traffic flags and vests. $100 $150 $100 $150 $125 $250 $125 $250
Rental Package #3: Big time clock, 4 printing stop-
watches, 60 cones, 30 bases/poles and flagging,
12 water coolers, 6 tables, 20 traffic flags and
10. vests. $125 $190 $125 $190 $150 $300 $150 $300
11. Deposit for Any Package N/A $200 $200
2010
2011
2012
2013
WOLF PEN CREEK Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun
1. Amphitheater Rentals Per Day:
Private Rental $300 $400 $300 $400 $500 $600 $500 $600
Non Commercial ~ Benefit Rental $600 $700 $600 $700 $750 $900 $750 $900
Professional/Commercial Rentals $1,000 $1,100 $1,000 $1,100 $1,000 $1,200 $1,000 $1,200
2. Green Room Meetings Four Hours or Less
Non Commercial $75 $100 $75 $100 $80 $110 ----- -----
Commercial $100 $150 $100 $150 $110 $175 ----- -----
2. Green Room Meetings Up to Twelve Hours
Non Commercial $200 $250 $200 $250 $220 $275 ----- -----
Commercial $250 $300 $250 $300 $275 $325 ----- -----
2. Green Room Social Events ~ Four Hrs or Less
Non Commercial $100 $125 $100 $125 $110 $140 $110 $140
Commercial $125 $175 $125 $175 $150 $200 $150 $200
3. Green Room Social Events ~ Up Five to Twelve
Hrs
Non Commercial $250 $300 $250 $300 $275 $325 $275 $325
Commercial $300 $350 $300 $350 $325 $375 $325 $375
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February 27, 2013 Page 3
2010
2011
2012
2013
WOLF PEN CREEK AMPHITHEATER Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun Mon -Thur Fri-Sun
4. The Plaza at Wolf Pen Creek
Rental (Includes Pavilion and Restrooms) $100 $150 $100 $150 $110 $160 $110 $160
Deposit (Security, Damage, Clean-up) $100 $100 $200 $200
5. Festival Site Rental
Private Rental N/A N/A N/A N/A N/A N/A $200 $300
Non-Commercial ~ Benefit Rental N/A N/A N/A N/A N/A N/A $400 $500
Private Commercial Rental N/A N/A N/A N/A N/A N/A $600 $700
6. Amphitheater & Festival Site Rental
Private Rental N/A N/A N/A N/A N/A N/A $600 $800
Non-Commercial ~ Benefit Rental N/A N/A N/A N/A N/A N/A $950 $1,200
Private Commercial Rental N/A N/A N/A N/A N/A N/A $1,200 $1,500
7. Deposit - Amphitheater / Green Room Rentals Varies $200-$600
For Green Room, Plaza or Fesitval Site Varies $200-$600 $200
For Amphitheater Varies $200-$600 $600
8. Other Non-typical Events Rate based on event
9. Discounts for Three or More Dates Reserved 15% 15% 15% -----
10. Alcohol Surcharge for any Function $50 $50 $50 Moved to
~ A percentage of ticketing and fees for service personnel and vending charges will be added accordingly for amphitheater rentals.
~ A percentage of the gate will be negotiated for commercial events.
~ Non Commercial is defined as: Non-profit, student, civic or private.
~ Security deposits are based upon participants/attendees.
CEMETERY FEES 2010 2011 2012 2013
1. College Station Cemetery: Standard Space $1,125 $1,125 $1,250 $1,375
Cremate Space $350 $350 $400 $440
Infant Space $175 $175 $200 $220
2. Memorial Cemetery of College Station:
Municipal Section: Standard Space $1,125 $1,125 $1,250 $1,375
“ “ “ Columbaria Niche $690 $690 $750 $825
“ “ “ Infant Space $175 $175 $200 $220
Aggie Field of Honor: Standard Space $2,350 $2,350 $2,500 $2,750
“ “ “ Columbaria Niche $1,380 $1,380 $1,500 $1,650
4. Grave Opening and Closing Fee N/A N/A N/A $150
5. Mark the Grave and Set the Monument N/A N/A N/A $100
6. Memorial Bench Set Fee N/A N/A N/A $100
Cemetery Fees approved by Cemetery Advisory Committee:
Cemetery Fees approved by City Council:
Fees approved by Parks and Recreation Advisory Board:
Fees approved by City Council:
83
February 27, 2013 Page 1 of 5
PARKS & RECREATION DEPARTMENT
2013 REC FUND FEES – DRAFT
Effective ___________, 2013
2010 2011 2012 2013
ADULT SPORTS PER TEAM Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Volleyball (No Field Redevelopment Fee Included) $210 $210 $210 $210
2. Softball (Includes $95 / Team Field Redevelopment Fee)
Play-Off League: Spring and Summer/Fall $390 $390 $390 $390
3. Kick Ball $375 $375 $395 $390
4. Tennis Lessons Per Person (Moved from Instruction) $70 $105 $70 $105 $70 $140 $70 $140
5. Outside League Field Redevelopment Fee Per Team $95 $145 $95 $145 $95 $145 $95 $190
6. Outside League Per Game Contract Fee $10 $15 $10 $15 $15 $30 $15 $30
7. Adult Sports Transfer / Cancellation Fee $10 $10 $20 $20
8. Late Registration Fee Adult Sports / Youth Sports N/A N/A $20 / $10 $20
Adult sports are registered as a team unless otherwise noted.
New Section; Moved Items from Instruction, Swimming Pool, and Youth Sports Sections
2010 2011 2012 2013
AQUATICS PROGRAMS
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. Swim Lessons
45-Minute Lesson $45 $70 $45 $70 $45 $90 $45 $90
25-Minute Lesson* $40 $60 $40 $60 $40 $80 $40 $80
2. Stroke Clinic $50 $75 $50 $75 $50 $100 $50 $100
3. Water Fitness & Lap Swim Discount Pass (25 Punches) $50
Morning Pass – Fall, Spring, Summer $80 $120 $80 $120 $160 $80 ---- ----
Night Pass – Fall, Spring, Summer $60 $90 $60 $90 $120 $60 ---- ----
Morning Pass – Winter $60 $90 $60 $90 $120 $60 ---- ----
Night Pass – Winter $45 $70 $45 $70 $90 $45 ---- ----
4. Swim Team (No Field Redevelopment Fee) $110 $110 $110 $125
5. Instruction Transfer / Cancellation Fee $10 $10 $20 $20
* Children ages 5 and under attend only a 25-minute lesson. All other lessons are 45 minutes in length.
6. General Admission Per Person (Ages 3 and Up)
Hallaran/Thomas $3 $3 $3 $3
Natatorium $3 $3 $3 N/A
Adamson $6 $6 $6 $6
7. Discount Pass – 25 Swims
Hallaran/Thomas $60 $60 $60 $50
Natatorium $60 $60 $60 N/A
*Adamson $100 $100 $100 $100
8. Family Season Pass (Up to Five Family Members)
Fee for Additional Members in Excess of Five $25 Per Person $25 Per Person $25 Per Person $25 Per Person
Hallaran/Thomas Pass or Natatorium Pass $150 $150 $150 $150
*Adamson $250 $250 $250 $250
9. Individual Season Pass
Hallaran/Thomas $75 $75 $75 $75
*Adamson $125 $125 $125 $125
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February 27, 2013 Page 2 of 5
10. Special Day Care Fee @ Adamson, Per Child
Hallaran/Thomas $3 $3 $3 $2.00
*Adamson $4.00
11. Pool Rentals (2 Hour Period. Limited weekend availability.)
Thomas/Hallaran: 25 people or fewer $150 $225 $150 $225 $150 $300 $150 $300
50 people or fewer $175 $265 $175 $265 $175 $350 $175 $350
51-76 people $250 $375 $250 $375 $250 $500 $250 $500
77-102 people $325 $490 $325 $490 $325 $650 $325 $650
Each hour after initial 2 hours $125 $190 $125 $190 $125 $250 $125 $250
Adamson: 99 people or fewer $325 $490 $325 $490 $325 $650 $325 $650
199 or fewer $375 $565 $375 $565 $375 $750 $375 $750
299 or fewer $450 $675 $450 $675 $450 $900 $450 $900
300+ $600 $900 $600 $900 $600 $1,200 $600 $1,200
Each hour after initial 2 hours $150 $225 $150 $225 $150 $300 $150 $300
12. Adamson Baby Pool Rental - (2 Hour Period) $85 $85 $85 $85 $170
13. Pool Parties Per Person – (2 Hour Period)
Theme Party – Eight (8) Person Minimum:
Southwood / Thomas $6.50 $6.50 $8 ----
Adamson Lagoon $8.50 $8.50 $10 ----
Catered Theme Party: Southwood / Thomas $7.75 $7.75 $11.75 ----
Adamson Lagoon $10 $10 $14 ----
Pavilion Party (Four-table Limit): First table $20 $20 $20 $20
Additional Tables (Max 3) $10 $10 $15 $15
Additional Pizza Cost, Per Pizza N/A N/A $8 ----
14. Junior Lifeguard Program Per Person, Per Session $75 $75 $75 $75
15. Junior Lifeguard Level 2, Per Person, Per Session $25 + Cert Fees $25 + Cert Fees $25 + Cert Fees $25 + Cert Fees
16. Water Safety Instructor, Per Person $150
17. Other Pool Fees:
Texas SuperGuard Competition, Per Person $20 $20 $25 $25
Swim Diaper Fee Per Diaper $1 $1 $1 $1
Tube Rental Fee $1 $1 $2 ----
Deposit $2 $2 $3 ----
Locker Rental Fee $1 $1 $2 $2
Locker Deposit $2 $2 $3 $3
Duck Derby (Sponsor a Duck July 4th), Per Person $2 $2 $2 $2
Itzy Bitzy Tiny Cutie Bathing Beauty & Handsome
Boy Contest on July 4th, Per Person
$3
$3
$3
$3
“Schools Out Blow Out” at Adamson Lagoon
CSISD Only $200 $200
50% of
Resident Rate
50% of Regular
Resident Rate
Pool Trout Fish-out Per Person (Ages 3 and up) $3 $3 $5 ----
Over the 5-fish limit (Per fish) $1.50 $1.50 $2 ----
18. Educational Class Rental Per Hour $25 $25 $25 $25
Summer Day Camp Use, Per Child Adamson
19. Lagoon All Pools – (CSISD Only) $2 $3 $2 $3 $2 $3
50% of
Resident Rate
Natatorium Team Use Fee, Per Person, Per
19. Season, Plus Staff Time $10 $15 $10 $15 $10 $20 ---- ----
19. Discount Group Fee
Southwood/Thomas Per Person N/A N/A $2.40 $2.40 $2.00
Adamson Lagoon N/A N/A $4 $4
20. Lost Discount Pool Pass N/A N/A $5 $5
21. Hydrodynamics
25 People or Less N/A N/A $165 ----
50 People or Less N/A N/A $250 ----
75 People or Less N/A N/A $290 ----
100 People or Less N/A N/A $325 ----
85
February 27, 2013 Page 3 of 5
21. Blinn College Fee, Per Semester N/A N/A Based on Use ----
21. Lifeguard Training Fee, Per Person N/A N/A $150 $150
22. WSI Class Fee, Per Person N/A N/A $150 $150
23. CPR/First Aid Certification Fee, Per Person N/A N/A $25 $25
Local Gym Fitness Swim Pass, Good Only During
17. Lap Swim Times, Per Person
N/A
N/A $50 ----
Transfer/Cancellation Fee for Pool Rentals and
24. Junior Lifeguard Programs
$10
$10 $20 $20
*Adamson passes are also valid at Southwood Hallaran and Thomas pools, excluding the CSISD Natatorium. All discount passes are priced
for 25 swims.
Swim Lessons, Stroke Clinic and Water Fitness moved to Aquatics Section
2010 2011 2012 2013
INSTRUCTION FEES PER PERSON
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
All Xtra Education class fees will be set according to the individual needs of each class and are based upon
1. 100 % direct cost recovery.
2. Instruction Class Transfer / Cancellation Fee $10 $10 $20 $20
1. Swim Lessons
45-Minute Lesson $45 $70 $45 $70 $90 $45 ---- ----
25-Minute Lesson - Ages 5 and Under $40 $60 $40 $60 $80 $40 ---- ----
2. Stroke Clinic $50 $75 $50 $75 $100 $50 ---- ----
3. Water Fitness Pass
Morning Pass – Fall, Spring, Summer $80 $120 $80 $120 $160 $80 ---- ----
Night Pass – Fall, Spring, Summer $60 $90 $60 $90 $120 $60 ---- ----
Morning Pass – Winter $60 $90 $60 $90 $120 $60 ---- ----
Night Pass – Winter $45 $70 $45 $70 $90 $45 ---- ----
4. Instruction Transfer / Cancellation Fee $10 $10 $20 ----
* Children ages 5 and under attend only a 25-minute lesson. All other lessons are 45 minutes in length.
5. USTA Tennis League $100 $150 $100 $150 $200 $100 ---- ----
6. Tennis Lessons $70 $105 $70 $105 $140 $70 ----
2010 2011 2012 2013
LINCOLN CENTER
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
1. School Year Membership Pass: Includes Boys and Girls Club Membership
Youth (17 & Under) $20 $30 $20 $30 $30 $60 $30 $60
Low Income Eligible $10 $15 $10 $15 $20 $40 $20 $40
2. Summer Membership Pass $50 $100 $50 $100 $50 $100 $50 $100
3. Late Pick-up Fee:
1st Fifteen Minutes $5 $5 $5 $5 $5 $10 $5 $10
Each Additional Minute Thereafter $1.00 $1.00 $1.00 $1.00 $1.00 $2.00 $1.00 $2.00
Adult (18 & Over) Annual (12 Month)
4. Membership Pass
$45
$70
$45
$70
$75
$150
$75
$150
Non-Member Guest Pass Per Day
5. (Youth or Adult)
$2
$3
$2
$3
$2
$4
$2
$4
6. Gym Deposit Per Day (8-Hour Block) $250 $375 $250 $375 $275 $550 $275 $550
Half Court Rental per Hour (4-Hour Max) $30 $45 $30 $45 $40 $80 $40 $80
Full Court Rental Per Hour (4-Hour Max) $40 $60 $40 $60 $50 $100 $50 $100
Gym Event (Per Chair) $.35 $.35 $.35 $.35 $.50 $1.00 $.50 $1.00
All Day Usage (More than 4 Hours) $250 $375 $250 $375 $275 $550 $275 $550
Concession Usage $20 $30 $20 $30 $20 $60 $20 $60
Game Room / Multi-purpose Room Rental
7. Per Hour (4-Hour minimum) $25/hour
$40/hour $25/hour
$40/hou
r $30/hour $60/hour $30/hour $60/hour
Deposit $75 $115 $75 $115 $100 $200 $100 $200
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February 27, 2013 Page 4 of 5
2010 2011 2012 2013
LINCOLN CENTER, Continued . . .
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Community Room Rental Per Hour (3-Hour
8. Max) $30 $45 $30 $45 $40 $80 $40 $80
Deposit $100 $150 $100 $150 $150 $300 $150 $300
Kitchen Fee $25 $40 $25 $40 $25 $50 $25 $50
9. W.A. Tarrow Covered Basketball Pavilion (100) (4 Hours Max) – MOVED FROM PAVILION SECTION
Monday – Thursday $100 $150 $100 $150 $125 $250 $125 $250
Friday – Sunday & Holidays $125 $190 $125 $190 $150 $300 $150 $300
Deposit $200 $300 $200 $300 $200 $200 $200 $200
Special Event Fee (Funerals, weddings,
10. parties) $275 $415 $275 $415 $300 $600 $300 $600
11. Miscellaneous Charges:
Copies (Per Copy) * $.10 / Copy $.10 / Copy $.10 / Copy $.10 / Copy
Faxes ~ Local (Per Page) $1.00 / Page $1.00 / Page $1.00 / Page $1.00 / Page
Faxes ~ Long Distance (Per Page)
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
$2 First Pg,
$1 Ea. Addt’l Page
12. Gym or Room Transfer / Cancellation Fee $10.00 $10.00 $20 $20
~ All rooms are subject to an after-hour charge of $20 per hour. The after-hour charge is based on any request to use facilities beyond
the Center’s normal operating hours.
~ Special Event fee includes the rental of the gym, Community Room, sound system, and 450 chairs.
* Per Section 111.61 of the Texas Administrative Code.
SOUTHWOOD CENTER FACILITY RENTALS 2010 2011
2012 2013
Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate
1. Meeting Room Rental, Per Hour $20 $25 $25 $50 $25 $50
Deposit $50 $50 $50 $100 $50 $100
2. Dance/Game Room Rental, Per Hour $30 $35 $35 $70 $35 $70
Deposit $50 $50 $75 $150 $75 $150
3. Whole Facility Rental Per Hour (Excludes Computer Lab) $75 $75 $75 $150 $75 $150
Deposit $75 $75 $75 $150 $75 $150
4. Additional Attendance Fee Per Hour * $10 $10 $10 $20 $10 $20
5. Computer Lab Rental Per Hour N/A $15 $20 $40 $20 $40
6. Alcohol Permit (Required when alcohol is served) N/A N/A $55 Moved to Permits Section
6. Room or Rental Transfer / Cancellation Fee $10 $10 $20 $20
* All rental rates are based on a party of 1-25 people. Additional fees are added per hour for over 25 attendees. Any rental expecting
more than 100 attendees must have prior Supervisor approval.
~ Deposits are refundable if the facility is left clean and damage-free.
~ Fees are assessed for special events and field trips.
SOUTHWOOD CENTER PROGRAMMING 2010 2011
2012 2013
Resident
Rate
Non
Resident
Rate Resident
Rate
Non
Resident
Rate
1. School Year Teen Membership Pass (Expires May 31) $20 $100 $30 $60 $30 $60
2. Summer Teen Membership Pass N/A N/A $20 $40 $20 $40
4. Non-Member Guest Pass Per Day Teen or Senior $2 $2 $2 $4 $2 $4
5. Late Pick-up Fee:
1st N/A Fifteen Minutes N/A $5 $10 $5 $10
Each Additional Minute Thereafter N/A N/A $1 $2 $1 $2
6. Senior Annual Membership Pass N/A $20 $20 $40 $20 $40
7. Bus Pass (25 Rides) N/A $50 $50 $100 $50 $100
Bus, Per Ride N/A N/A N/A N/A $2.50
87
February 27, 2013 Page 5 of 5
Tennis Moved from Instruction Section; Swim Team Moved to Aquatics Programming
YOUTH SPORTS PER CHILD
2010 2011 2012 2013
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Resident
Rate
Non
Resident
Rate
Basketball / Youth Volleyball / Flag
Football* / Per Child (* Includes Field
1. Redevelopment Fee) $60 $60 $60 $60
Flag Football (Includes Field
2. Redevelopment Fee $60 $60 $60 $70
Outside League Field Redevelopment
3. Fee Per Child ~ All Sports $10 $10 $10 $10
Challenger Sports (Basketball, Bowling,
4. Soccer) $15 $15 $15 $15
Swim Team (No Field Redevelopment
4. Fee Included) $110 $110 $110 Moved to Aquatics
5. USTA Tennis League $100 $150 $100 $150 $100 $200 $100 $200
6. Tennis Lessons $70 $105 $70 $105 $70 $140 $70 $140
7. TAAF Summer Track N/A N/A N/A $100
Youth Sports Transfer / Swim Team
8. Cancellation Fee Per Child $10 $10 $20 $20
Resident/Non-Resident Fee Pricing Approved by City Council in January 2010.
Fees approved by Parks and Recreation Advisory Board:
Fees approved by City Council:
88
PARKS AND RECREATION ADVISORY BOARD
AGENDA
The building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made at least 48 hours
before the meeting. To make arrangements call (979) 764-3517 or (TDD) 1-800-735-2989. Agendas may be viewed on www.cstx.gov.
TUESDAY, MARCH 12, 2013
REGULAR MEETING MINUTES ~ 7:00PM
Wolf Pen Creek Green Room
1015 Colgate
College Station, TX 77840
Staff Present: David Schmitz, Director; Amy Atkins, Assistant Director-Operations; Pete
Vanecek, Senior Parks Planner; Heather Lupoli, Board Secretary
Board Present: Jon Denton, Chair; David Ohendalski; Louis Hodges; Shawn Reynolds; Ida
Bellows; Sherry Ellison; Billy Hart
Visitors: Jonathan Jones
1. Call to order and Roll Call
. The meeting was called to order with a quorum present at 7:05 PM.
2. Possible action concerning requests for absences of members.
Debe Shafer and Fred Medina had
sent in a request for absence. Louis Hodges made a motion to approve the absence request submitted,
and Shawn Reynolds seconded the motion. The vote was called. All were in favor, and the motion
passed unanimously.
3. Hear visitors.
Hearing none, this item was closed
4. Consideration, possible approval, and discussion of minutes from the meeting of February 12,
2013.
Jon Denton made change on #2 to Shawn Reynolds motioned. It was confirmed by reviewing audio
file from that meeting and it was seconded by David Ohendalski. Shawn Reynolds made a motion to
approve the minutes with the change, and Sherry Ellison seconded the motion. The vote was called. All
were in favor, and the motion passed unanimously.
5. Review and decision on FY 13-14 PARD User Fees
. Billy Hart made a motion to approve the fees as
submitted, and Shawn Reynolds seconded the motion. The vote was called. All were in favor, and the
motion passed unanimously.
6. Discussion on the naming of Castlegate II A&B parks and the Barracks Park .
Discussion on the
naming of three Parks followed. Castlegate II A was proposed to go to council as Excalibur, Castlegate II
B was proposed to go to council as Camelot and The Barracks will go to council proposed as the
Barracks. Louis Hodges motion to approve the proposed names and Sherry Ellison seconded the motion.
The vote was called. All were in favor, and the motion passed unanimously.
7. Update on Senior Games .
.
This was an informational item only, and no action was taken.
8. Discussion and possible action concerning the Parks and Recreation Advisory Board Goals for
FY13.
This was an informational item only. Billy Hart suggested the document needed to be updated.
89
9. Report, possible action, and discussion concerning the current Capital Improvements Program:
Capital Improvements and Park Land Dedication Project Lists of March 2013.
Pete
Vanecek, Senior Park Planner, reported on Capital Improvements and Park Land Dedications
Project list. This was an informational item only, and no action was taken.
Pete Vanecek, Senior Park Planner, reported on Dedications of Less than five Acers.
This was an informational item only, and no action was taken.
Dedications of Less than Five Acres
10. Presentation, possible action, and discussion on future agenda items: A Board Member may inquire
about a subject for which notice has not been given. A statement of specific factual information or the
recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the
subject on an agenda for a subsequent meeting.
Next Regular Meeting ~ April 9, 2013
The Big Event Report
Update from Greenways, Vanessa Garza
Process for Marathons
11. Adjourn.
Billy Hart made a motion to adjourn the meeting, and Shawn Reynolds seconded the motion.
The vote was called. All were in favor, and the meeting adjourned at 7:53 PM.
90
91
92
93
94
95
96
97
98
Parks and Recreation
Department
Proposed FY14 User Fees
June 13, 2013
1 99
2009 Council Directive
November 23, 2009 meeting, Council
directed staff to:
Form subcommittee of stake holders to
discuss and recommend Parks & Recreation
user fees
Expand Field Redevelopment fees to include
rentals
Implement a Resident/Non-Resident fee
differential (50% now; 100% at next review)
Insure that recommended fees in these areas
would not jeopardize hosting of tournaments
2 100
Differential between resident and non-
resident fees (currently 100% of selected offerings)
Instruction programs (swimming, water
fitness, tennis, etc.)
Lincoln Center/SWCC membership and
rentals
Pavilion rentals
Race equipment rentals
Swimming pool rentals
3 101
Changes to the FY14 Fee
Schedule
Parks & Recreation Fee Schedule
Parks & Recreation Advisory Board
reviewed and approved the proposed fee
schedule (7-0) at their March 12, 2013
meeting
4 102
Changes to the FY14 Fee
Schedule
General clean-up
Removal of Conference Center
Moving of items into proper categories
Corrections for past clerical errors
Addition of WPC Festival Site
Change in vendor commissions to
single percentage
Cemetery space fees increase of 10%
Inclusion of new Burial Fees
5 103
Changes to the FY14 Fee
Schedule
Aquatics
Addition of WSI Classes
Swim Team $15 increase due to expansion
of program to include TAAF competition
Removal of “Themed” Pool Parties
Water Aerobics & Lap Swimming changed
to a “punch pass” system
CSISD fees for Aquatic use set at
standard 50% of regular rate
6 104
Changes to the FY14 Fee
Schedule
Increase of $10 in Youth Flag Football to
cover Field Redevelopment Fee
Expansion of Game Day Parking Fee
locations
City Hall; Conference Center; Wayne Smith
Baseball Parking Lot
Actual RV spots at WPC Festival Site to
come as a package plan later in Summer
7 105
FY14 Fee Schedule
% Recovery Policy
Full Fee Support (80% - 100%)
Enterprise operations such as cemetery,
licenses and permits
Partial Fee Support I (50% - 80%)
Adult sports programs
Partial Fee Support II (20% - 50%)
Youth programs and activities
Minimal Fee Support (0% - 20%)
Parks, community events, cultural programs
and activities
8 106
FY14 Fee Schedule
% Recovery – Recreation Fund
Youth Sports (20% - 50%)
FY12 Actual = 29.43% FY14 Proposed = 32.51%
Adult Sports (50% - 80%)
FY12 Actual = 60.87% FY14 Proposed = 46.86%
Instruction (20% - 50% youth & seniors; 50% -
80% adults)
FY12 Actual = 40.73% FY14 Proposed = 46.57
Aquatics (20% - 50%)
FY12 Actual = 41.55 FY14 Proposed = 44.84%
Rec/Com Centers (0% - 20%)
FY12 Actual = 10.79% FY14 Proposed = 9.5%
9 107
Parks and Recreation
Department
DISCUSSION
10 108
FY14 Fee Schedule
% Recovery – Recreation Fund
FY 2012 Actual FY 14 Proposed
Youth Sports Expenses $ 381,330.32 Expenses $ 339,269.00
(20% - 50%) Revenue $ 112,240.80 Revenue $ 110300.00
Recovery % 29.43% Recovery% 32.51%
Adult Sports Expenses $ 356,189.56 Expenses $ 412,884.00
(50% - 80%) Revenue $ 216,834.93 Revenue $ 192,725.00
Recovery % 60.87% Recovery% 46.86%
Instruction (20% - 50% youth & seniors; 50% - 80% adults recovery)
Expenses $ 213,460.92 Expenses $ 171,711.00
Revenue $ 86,947.00 Revenue $ 80,000.00
Recovery % 40.73% Recovery% 46.57%
Aquatics Expenses $1,177,068.52 Expenses $ 1,067,901.00
(20% - 50%) Revenue $ 489,153.59 Revenue $ 478,800.00
Recovery % 41.55% Recovery% 44.84%
Recreation Centers (0% - 20% recovery)
Rec/Com Centers Expenses $ 693,022.96 Expenses $ 654,654.00
(0% - 20%) Revenue $ 74,806.67 Revenue $ 62,000.00
Recovery % 10.79% Recovery% 9.50%
11 109
Core Programs –
Provide Community Benefit
Greatest level of support
Tier 1 Programs –
Provide
Community/Individual Benefit
Greater Portion of Direct cost
and indirect costs recovered
Tier 2 Programs –
Provide Individual Benefit
Minimum public support
Cost plus recovery for direct
costs plus percentage of
indirect costs
Tier 3 Programs –
Provide a Benefit to Non-
Residents with little or no
benefit to the community at
large. Cost plus recovery for
direct costs plus percentage
of indirect costs.
Learn to Swim Youth Athletics (City
Programs)
Youth Baseball – Select Facilitated Concerts
Public Swim Youth Baseball - Recreational Youth Soccer – Select Facilitated Tournaments
Kids Klub Youth Soccer - Recreational Youth Softball – Select Non-Resident Activities
Starlight Music Series Youth Tackle Football Swim Team – Annual
Competitive
Christmas in the Park Youth Softball - Recreational Adult Cricket
EXIT Teen Center Programs Xtra Education Program Adult Soccer
Lincoln Rec Center Programs Aquatic Programs Adult Ultimate Frisbee
Senior Services Programs Adult Athletics (City Programs) Aquatic Facility Rentals
City Hosted Tournaments Athletic Facility Rentals
CSISD Programs Building Rentals
Home School Programs
12
Priority of Use
Based on Parks and Recreation Advisory Board
Rankings
Approved by City Council on March 12, 2008
~Sanctioned Tournaments are tied with their association tournaments and fall into the respective tier. 110
June 13, 2013
Regular Agenda Item No. 4
Consider Ordinance Issuing Certificates of Obligation
To: Kathy Merrill, Interim City Manager
From: Jeff Kersten, Executive Director of Business Services
Agenda Caption: Presentation, possible action and discussion on an ordinance
authorizing the issuance of up to $10,450,000 in principal amount of “City of College
Station, Texas Certificates of Obligation, Series 2013”; delegating the authority to certain
City Officials to execute certain documents relating to the sale of the certificates; approving
and authorizing instruments and procedures relating to the certificates; and enacting other
provisions relating to the subject.
Relationship to Strategic Goals: Financially Sustainable City, and Providing Core Services
and Infrastructure.
Recommendation(s): Council move to approve the attached ordinance authorizing
the issuance of Certificates of Obligation, Series 2013; delegating the authority to certain
City Officials to execute certain documents relating to the sale of the certificates; approving
and authorizing instruments and procedures relating to the certificates; and enacting other
provisions relating to the subject.
Summary: The City Council is authorized to approve the issuance of Certificates of
Obligation (CO’s) after approving a resolution directing notice to be published of the intent
to issue the CO’s. On April 25, 2013 Council approved a resolution directing staff to
advertise the issuance of CO’s. On May 2nd and May 9th
such notice was published.
The City of College Station typically issues debt to fund various capital projects identified
and approved as a part of the annual budget. The City primarily uses three types of debt
instruments to fulfill those requirements:
1. General Obligation Bonds (GOB’s) are based on the full faith and credit of the City
and are paid primarily through the debt service portion of the ad valorem tax
rate. GOBs are authorized by the voters and therefore the notice is provided in
the election process.
2. Utility Revenue Bonds (URB’s) are backed by the revenues of the City's various
utilities and are issued as a business activity. These are typically only issued for
utility capital projects.
3. Certificates of Obligation (CO’s) normally include at least one additional revenue
stream such as utility revenues, but are considered to be much like GOBs and
therefore normally receive a rating similar to GOB’s. Our policy for issuing CO's
allows more flexibility in their issue than GOB’s, particularly when other revenues
are anticipated to assist in debt service.
It is at the recommendation of the City’s Financial Advisor, Mr. Drew Masterson with First
Southwest and Company, that the City issue Certificates of Obligation for utility projects
rather than Utility Revenue Bonds.
This particular issue will provide resources for electric and wastewater improvements, and
debt issuance costs totaling $10,450,000.
111
If this ordinance is approved, the City Council will be delegating to the Mayor, the
Interim City Manager and the Executive Director of Business Services the authority
to effect the sale of the certificates through December 13, 2013.
Budget & Financial Summary: Staff reviewed the impact of the Certificates have on the
City's ability to meet debt service requirements and the effect they may have on the ad
valorem tax rate and utility rates. The recommendation to move forward with this issue will
not affect the ad valorem tax rate or the utility rates.
Attachments:
1. Ordinance
2. Preliminary Official Statement (Available in City Secretary Office)
3. Debt Issuance 2013.
112
ORDINANCE NO. 2013-_____
AUTHORIZING THE ISSUANCE OF UP TO $10,450,000 IN PRINCIPAL
AMOUNT OF "CITY OF COLLEGE STATION, TEXAS CERTIFICATES OF
OBLIGATION, SERIES 2013"; DELEGATING THE AUTHORITY TO
CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF THE CERTIFICATES; APPROVING AND
AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID
CERTIFICATES; AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT
WHEREAS, on April 25, 2013, the City Council of the City of College Station (the
"City") passed a resolution authorizing and directing notice of its intention to issue the
Certificates of Obligation herein authorized, to be published in a newspaper as required by
Section 271.049 of the Texas Local Government Code;
WHEREAS, said notice was published in the Bryan-College Station Eagle, a
"newspaper" of the type described in Section 2051.044, Texas Government Code, as required by
said Section 271.049 of the Texas Local Government Code, on May 2, 2013 and May 9, 2013;
WHEREAS, said notice provided that the ordinance authorizing the Certificates of
Obligation may authorize an authorized officer of the City to effect the sale and delivery of the
Certificates of Obligation on a date or dates subsequent to the adoption of the ordinance;
WHEREAS, no petition, signed by at least 5% of the qualified electors of said City as
permitted by said Section 271.049 of the Texas Local Government Code protesting the issuance
of such Certificates of Obligation, has been filed;
WHEREAS, the City is an "Issuer" within the meaning of Section 1371.001(4)(P), Texas
Government Code, having (i) a principal amount of at least $100 million in outstanding long-
term indebtedness, in long-term indebtedness proposed to be issued, or a combination of
outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness
outstanding or proposed to be issued that is rated in one of the four highest rating categories for
long-term debt instruments by a nationally recognized rating agency for municipal securities,
without regard to the effect of any credit agreement or other form of credit enhancement entered
into in connection with the obligation;
WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code and
Chapter 1371, Texas Government Code and the City's Home Rule Charter; and
WHEREAS, 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 time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Ordinance, was given, all as required by the applicable provisions of Texas Government
Code, Chapter 551;
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THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
Section 1. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That said
City's Certificates of Obligation, to be designated the "City of College Station, Texas Certificates
of Obligation, Series 2013", are hereby authorized to be issued and delivered in the principal
amount not to exceed $10,450,000 for (i) the purpose of paying contractual obligations to be
incurred by the City, to-wit, the construction of improvements and extensions to the City’s
combined waterworks, sewer and electric systems; and the payment of fiscal, engineering and
legal fees incurred in connection therewith and (ii) to pay the costs of issuance of the
Certificates.
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Section 1371.053, Texas Government Code, the Mayor, the
Interim City Manager and the Executive Director of Business Services of the City (each the
"Pricing Officer") are each hereby authorized to act severally on behalf of the City in selling and
delivering the Certificates, carrying out the other procedures specified in this Ordinance,
including, determining the date of the Certificates, any additional or different designation or title
by which the Certificates shall be known, whether the Certificate shall be sold and delivered in
one or more series and the date and sale and delivery of each such series, the price at which the
Certificates will be sold, the years in which the Certificates will mature, the principal amount to
mature in each of such years, the rate of interest to be borne by each such maturity, the interest
payment and record dates, the price and terms upon and at which the Certificates shall be subject
to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, and all other matters relating to the issuance, sale, and delivery of the
Certificates and obtaining municipal insurance for all or any portion of the Certificates and
providing for the terms and provisions thereof applicable to the Certificates, all of which shall be
specified in the Purchase Agreement; provided that:
(i) the aggregate principal amount of the Certificates shall not exceed
$10,450,000;
(ii) the true interest cost of the Certificates shall not exceed 4.500% per
annum;
(iii) the net effective interest rate on the Certificates shall not exceed the
maximum rate set forth in Chapter 1204, Texas Government Code, as amended;
(iv) the final maturity of the Certificates shall not exceed February 15, 2033;
(v) the delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to December 13, 2013; and
(vi) on or prior to delivery, the Certificates shall be rated by a nationally
recognized rating agency for municipal securities in one of the four highest categories for
long-term obligations.
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(b) In establishing the aggregate principal amount of the Certificates, the Pricing
Officer shall establish an amount that, when combined with premium used for purposes other
than the payment of costs of issuance, does not exceed the amount authorized in Subsection (a)
hereof, which shall be sufficient in amount to provide for the purposes for which the Certificates
are authorized and to pay costs of issuing the Certificates. The Certificates shall be sold with and
subject to such terms as set forth in the Purchase Agreement as described in Section 19 herein.
Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) The City shall keep or
cause to be kept at the corporate trust office in Dallas, Texas (the "Designated Trust Office") of
The Bank of New York Mellon Trust Company, N.A., or such other bank, trust company,
financial institution, or other agency named in accordance with the provisions of (g) below (the
"Paying Agent/Registrar"), books or records for the registration and transfer of the Certificates
(the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar 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 transfers and registrations as herein
provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner
and record in the Registration Books the address of the registered owner of each Certificate to
which payments with respect to the Certificates shall be mailed, as herein provided. The City or
its designee shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar at its Designated Trust Office, 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. Registration of each Certificate may be
transferred in the Registration Books only upon presentation and surrender thereof to the Paying
Agent/Registrar at its Designated Trust 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 the assignment of such Certificate, or any
portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the
right of such assignee or assignees to have such Certificate or any such portion thereof registered
in the name of such assignee or assignees. Upon the assignment and transfer of any Certificate
or any portion thereof, a new substitute certificate or certificates shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in whose name any Certificate shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this
Ordinance, whether or not such Certificate shall be overdue, and the City and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on
account of, the principal of, premium, if any, and interest on any such certificate shall be made
only to such registered owner. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such certificate to the extent of the sum or sums so paid.
(c) 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, and to act as its agent to
exchange or replace Certificates, all as provided in this Ordinance. 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 exchanges thereof, and all replacements thereof, as provided
in this Ordinance.
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(d) Each Certificate may be exchanged for fully registered certificates in the manner
set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon
surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a
written request therefor duly executed by the registered owner or the assignee or assignees
thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures
satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee
or assignees, as appropriate, be exchanged for fully registered Certificates, without interest
coupons, in the form prescribed in the FORM OF CERTIFICATE, in an Authorized
Denomination (subject to the requirement hereinafter stated that each substitute Certificate shall
have a single stated maturity date), as requested in writing by such registered owner or such
assignee or assignees, in an aggregate principal amount equal to the principal amount of any
Certificate or Certificates so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If any Certificate or portion thereof is assigned and
transferred, each Certificate issued in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the Certificate for which it is being exchanged. Each
substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate. The Paying Agent/Registrar shall exchange or replace Certificates as provided
herein, and each fully registered Certificate or Certificates delivered in exchange for or
replacement of any Certificate or portion thereof as permitted or required by any provision of
this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may
again be exchanged or replaced. It is specifically provided, however, that any Certificate
delivered in exchange for or replacement of another Certificate prior to the first scheduled
interest payment date on the Certificates (as stated on the face thereof) shall be dated the same
date as such Certificate, but each substitute Certificate so delivered on or after such first
scheduled interest payment date shall be dated as of the interest payment date preceding the date
on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on
an interest payment date, in which case it shall be dated as of such date of delivery; provided,
however, that if at the time of delivery of any substitute Certificate the interest on the Certificate
for which it is being exchanged has not been paid, then such substitute Certificate shall be dated
as of the date to which such interest has been paid in full. On each substitute Certificate issued
in exchange for or replacement of any Certificate or Certificates issued under this Ordinance
there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form
hereinafter set forth in the FORM OF CERTIFICATE (the "Authentication Certificate"). An
authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
substitute Certificate, date such substitute Certificate in the manner set forth above, and manually
sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to
be issued or outstanding unless the Authentication Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Certificates surrendered for exchange or replacement.
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 exchange or replacement of any
Certificates or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute Certificate in the manner prescribed herein. Pursuant to
Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of
Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which originally
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were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by
the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be
required to transfer or exchange any Certificate so selected for redemption, in whole or in part,
within 45 calendar days of the date fixed for redemption; provided, however, such limitation of
transfer shall not be applicable to an exchange by the registered owner of the uncalled principal
of a Certificate.
(e) All Certificates issued in 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 registered owners thereof,
(ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be
signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all
as provided, and in the manner required or indicated, in the FORM OF CERTIFICATE.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers of Certificates, but the registered owner of any Certificate
requesting such transfer shall pay any taxes or other governmental charges required to be paid
with respect thereto. The registered owner of any Certificates requesting any exchange shall pay
the Paying Agent/Registrar's reasonable and standard or customary fees and charges for
exchanging any such certificate or portion thereof, together with any taxes or governmental
charges required to be paid with respect thereto, all as a condition precedent to the exercise of
such privilege of exchange, except, however, that in the case of the exchange of an assigned and
transferred Certificate or Certificates or any portion or portions thereof in an Authorized
Denomination, as provided in this Ordinance, such fees and charges will be paid by the City. In
addition, the City hereby covenants with the registered 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 Certificates, when due,
and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the
transfer or registration of Certificates solely to the extent above provided, and with respect to the
exchange of Certificates solely to the extent above provided.
(g) The City covenants with the registered owners of the Certificates that at all times
while the Certificates are outstanding the City will provide a competent and legally qualified
bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that it will promptly appoint a competent and legally qualified national
or state banking institution which shall be a corporation organized and doing business under the
laws of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose
qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
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copy thereof), along with all other pertinent books and records relating to the Certificates, to the
new Paying Agent/Registrar designated and appointed by the City. Upon any change in the
Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the
new Paying Agent/Registrar to each registered owner of the Certificates, by United States mail,
first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form
of the Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this Ordinance, shall be in substantially the
form as set forth in Exhibit A to this Ordinance, shall be numbered consecutively from R-1
upward, with such appropriate variations, omissions, or insertions as are permitted or required by
this Ordinance and with the FORM OF CERTIFICATE to be modified pursuant to, and
completed with information set forth in the Purchase Agreement. The printer of the Certificates
is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to
the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond
insurance company providing municipal bond insurance, if any, covering all or any part of the
Certificates.
Section 5. DEFINITIONS. That the term "Authorized Denomination" shall mean a
denomination of $5,000 of principal amount of a Certificate or any integral multiple thereof; the
term "Business Day" means a Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the City are, authorized by law or executive order to close; the term "Certificates"
and "Certificates of Obligation" shall mean the City of College Station, Texas Certificates of
Obligation, Series 2013, authorized to be issued and delivered by this Ordinance; the term
"MSRB" means the Municipal Securities Rulemaking Board; the term "Rule" means SEC Rule
15c2 12, as amended from time to time; the term "SEC" means the United States Securities and
Exchange Commission; and the term "Surplus Revenues" shall mean those revenues from the
operation of the City's combined municipal electric light and power, waterworks and sewer
system remaining after payment of all operation and maintenance expenses thereof and other
obligations heretofore or hereafter incurred to which such revenues have been or shall be
encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such
revenues to the Certificates.
Section 6. LEVY OF TAX; INTEREST AND SINKING FUND; REVENUE PLEDGE.
(a) That a special fund or account, to be designated the "City of College Station,
Texas Series 2013 Certificate of Obligation Interest and Sinking Fund" (the "Interest and Sinking
Fund") is hereby created and shall be established and maintained by the City. The Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and
shall be used only for paying the interest on and principal of the Certificates. All ad valorem
taxes levied and collected for and on account of the Certificates shall be deposited, as collected,
to the credit of the Interest and Sinking Fund. During each year while any of the Certificates are
outstanding and unpaid, the governing body of the City shall compute and ascertain the rate and
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amount of ad valorem tax, based on the latest approved tax rolls of the City, with full allowances
being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise
and produce the money required to pay the interest on the Certificates as such interest comes
due, and to provide a sinking fund to pay the principal (including mandatory sinking fund
redemption payments, if any) of the Certificates as such principal matures or comes due through
operation of the mandatory sinking fund redemption, if any, but never less than 2% of the
original amount of the Certificates as a sinking fund each year. The rate and amount of ad
valorem tax is hereby ordered to be levied against all taxable property in the City for each year
while any of the Certificates is outstanding and unpaid, and the ad valorem tax shall be assessed
and collected each such year and deposited to the credit of the Interest and Sinking Fund. Ad
valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law.
(b) That the Certificates are additionally secured by and shall be payable from the
Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to authority of
Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof. The City shall
promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Sinking
Fund created pursuant to Section 6, to pay the principal and interest on the Certificates. The
amount of Surplus Revenues pledged to the payment of the Certificates shall not exceed $1,000.
If Surplus Revenues or any other lawfully available revenues, income or resources of the City are
deposited or budgeted to be deposited in the Interest and Sinking Fund in advance of the time
when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that
otherwise would have been required to be levied pursuant to Section 6 may be reduced to the
extent and by the amount of the Surplus Revenues or other lawfully available revenues, income
or resources then on deposit or budgeted to be deposited to the credit of the Interest and Sinking
Fund.
Section 7. TRANSFER. That the City shall do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest due on the Certificates.
Section 8. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this
Ordinance shall be secured in the manner and to the fullest extent permitted or required by law
for the security of public funds, and such Interest and Sinking Fund shall be used only for the
purposes and in the manner permitted or required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new Certificate of the same principal amount, maturity, and
interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for
such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. That application for replacement of
damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the registered owner
thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate,
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the registered owner applying for a replacement Certificate shall furnish to the City and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Certificate, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the registered owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. That notwithstanding the foregoing provisions of this
Section, in the event any such Certificate shall have matured, and no default has occurred which
is then continuing in the payment of the principal of, redemption premium, if any, or interest on
the Certificate, the City may authorize the payment of the same (without surrender thereof except
in the case of a damaged or mutilated Certificate) instead of issuing a replacement certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. That prior to the issuance of any
replacement Certificate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every
replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that
any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Certificate shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. That in accordance with Section
1201.067, Texas Government Code, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement Certificate without necessity of further action by the City
or any other body or person, and the duty of the replacement of such Certificates is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Certificates in the form and manner and with the effect, as provided
in Section 5(d) of this Ordinance for Certificates issued in conversion and exchange of other
Certificates.
Section 10. FEDERAL INCOME TAX MATTERS. That the City covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment
of the Certificates as obligations described in section 103 of the Code, the interest on which is
not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are
so used, that amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section 141(b)(2) of the Code;
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(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Certificates (less
amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used
for a "private business use" which is "related" and not "disproportionate", within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with –
(1) proceeds of the Certificates invested for a reasonable temporary period of
three years or less until such proceeds are needed for the purpose for which the
Certificates are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to
the United States of America, not later than 60 days after the Certificates have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance of the Certificates. It is the understanding of the City that the covenants
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contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated 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 exemption from federal income taxation of interest on
the Certificates under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated 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 exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In furtherance of
such intention, the City hereby authorizes and directs the Mayor, the Interim City Manager, any
Assistant City Manager and the Executive Director of Business Services, severally, to execute
any documents, certificates or reports required by the Code, and to make such elections on behalf
of the City which may be permitted by the Code as are consistent with the purpose for the
issuance of the Certificates.
In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
Section 11. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for the expenditure of proceeds from the sale of
the Certificates and any investment earnings thereon to be used for the purposes described in
Section 1 of this Ordinance (such purpose referred to in this Section and Section 12 hereof as a
"Project") on its books and records by allocating proceeds to expenditures within 18 months of
the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed.
The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings
more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the
Certificates or (b) the date the Certificates are retired, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such expenditure will not
adversely affect the tax-exempt status of the Certificates. For purposes hereof, the City shall not
be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 12. DISPOSITION OF PROJECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Certificates. For purposes of the foregoing,
the portion of the property comprising personal property and disposed in the ordinary course
shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
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opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 13. PROCEDURES TO MONITOR COMPLIANCE WITH TAX
COVENANTS. The City hereby adopts the procedures attached hereto as Exhibit B as a means
of monitoring compliance with the federal tax covenants made by the City herein.
Section 14. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES.
That the Executive Director of Business Services of the City is hereby authorized to have control
of the Certificates initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Certificates pending their delivery and their investigation,
examination, and approval by the Attorney General of the State of Texas, and their registration
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
certificate. The Certificates thus registered shall remain in the custody of the Executive Director
of Business Services (or the designee thereof) until delivered to the Underwriter (as defined in
Section 18 of this Ordinance).
Section 15. DTC REGISTRATION. That the Certificates initially shall be issued and
delivered in such manner that no physical distribution of the Certificates will be made to the
public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Certificates. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Certificates
initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE
& CO., the nominee of DTC. It is expected that DTC will hold the Certificates on behalf of the
Underwriter and its participants. So long as each Certificate is registered in the name of CEDE
& CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it
were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry
system which will identify ownership of the Certificates in Authorized Denominations, with
transfers of ownership being effected on the records of DTC and its participants pursuant to rules
and regulations established by them, and that the Certificates initially deposited with DTC shall
be immobilized and not be further exchanged for substitute Certificates except as hereinafter
provided. The City is not responsible or liable for any functions of DTC, will not be responsible
for paying any fees or charges with respect to its services, will not be responsible or liable for
maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Certificates. It shall be the duty of the DTC
Participants, as defined in the Official Statement herein approved, to make all arrangements with
DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the
method of paying the fees and charges of DTC. The City does not represent, nor does it in any
way covenant that the initial book-entry system established with DTC will be maintained in the
future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC,
if for any reason any of the originally delivered Certificates is duly filed with the Paying
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Agent/Registrar with proper request for transfer and substitution, as provided for in this
Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there
will be no assurance or representation that any book-entry system will be maintained for such
Certificates. In connection with the initial establishment of the foregoing book-entry system
with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by
DTC in order to implement the book-entry system described above.
Section 16. CONTINUING DISCLOSURE OBLIGATION.
(a) Annual Reports. (i) The City shall provide annually to the MSRB, in an
electronic format as prescribed by the MSRB, within six months after the end of each fiscal year
ending in or after 2013, financial information and operating data with respect to the City of the
general type included in the final Official Statement authorized by Section 18 of this Ordinance,
being the information described in Exhibit C hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit C, 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 the MSRB, when and if the audit report on such
statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant
to this Section. The financial information and operating data to be provided pursuant to
this Section may be set forth in full in one or more documents or may be included by
specific reference to any document that is available to the public on the MSRB's internet
website or filed with the SEC. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner (but not in excess of ten Business Days after the
occurrence of the event) of any of the following events with respect to the Certificates:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
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6. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701–TEB) or other material notices or determinations with
respect to the tax status of the Certificates, or other material events
affecting the tax status of the Certificates;
7. Modifications to rights of Certificateholders, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Certificates, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated
person (which is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent, or similar officer for the City in a
proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Certificates within the meaning of
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the Rule, except that the City in any event will give notice of any deposit made in accordance
with this Ordinance or applicable law that causes Certificates no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Certificates, and nothing in this Section, express or
implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder
to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section 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 Section 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.
(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO
THE REGISTERED 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 ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS
OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under
this Section shall comprise a breach of or default under this Ordinance for purposes of
any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake such
obligation with respect to the Certificates in accordance with the Rule as amended. The
provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Certificates in the primary offering of the Certificates in compliance with
the Rule, taking into account any amendments or interpretations of the Rule since such
offering as well as such changed circumstances and (2) either (a) the registered 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) determined that such amendment will not
materially impair the interest of the registered owners and beneficial owners of the
Certificates. If the City so amends the provisions of this Section, it shall include with any
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amended financial information or operating data next provided in accordance with
subsection (b) of this Section an explanation, in narrative form, of the reason for the
amendment and of the impact of any change in the type of financial information or
operating data so provided. The City may also amend or repeal the provisions of this
continuing disclosure agreement if the SEC amends or repeals the applicable provision of
the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule
are invalid, but 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.
(d) Procedures to Monitor Compliance with Continuing Disclosure Covenants. The
City hereby adopts the procedures attached hereto as Exhibit B as a means of monitoring
compliance with the continuing disclosure covenants made by the City herein.
Section 17. DEFEASANCE. (a) Deemed Paid. Any Certificate and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within
the meaning of this Ordinance, except to the extent provided in subsection (e) of this Section,
when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to
be made in accordance with the terms thereof, or (ii) shall have been provided for on or before
such due date by irrevocably depositing with or making available to the Paying Agent/Registrar
in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement")
for such payment (1) lawful money of the United States of America sufficient to make such
payment or (2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to
provide for such payment, and when proper arrangements have been made by the City with the
Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have
become due and payable. At such time as a Certificate shall be deemed to be a Defeased
Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and
pledged or the pledge of Surplus Revenues as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at
the written direction of the City be invested in Defeasance Securities, maturing in the amounts
and times as hereinbefore set forth, and all income from such Defeasance Securities received by
the Paying Agent/Registrar that is not required for the payment of the Certificates and interest
thereon, with respect to which such money has been so deposited, shall be turned over to the
City, or deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to
which the money and/or Defeasance Securities are held for the payment of Defeased Certificates
may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Securities, with respect to which such money has been so deposited, shall be remitted
to the City or deposited as directed in writing by the City.
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(c) Selection of Defeased Certificates. In the event that the City elects to defease less
than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates by such random method as it deems
fair and appropriate.
(d) Defeasance Securities. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America, (ii) 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 bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the governing body of the City adopts or approves the proceedings authorizing the issuance
of refunding bonds, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent and (iv) any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Certificates.
(e) Continuing Duty of Paying Agent/Registrar. Until all Certificates defeased under
this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for
such Certificates shall perform the services of Paying Agent/Registrar for such Certificates the
same as if they had not been defeased, and the City shall make proper arrangements to provide
and pay for such services.
Section 18. SALE OF CERTIFICATES; OFFICIAL STATEMENT. (a) The Certificates
shall be sold and delivered subject to the provisions of Section 1 and Section 2 hereof through a
negotiated sale and pursuant to the terms and provisions of a purchase contract (the "Purchase
Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in
accordance with Section 2 hereof, and in which the purchaser or purchasers of the Certificates
(the "Underwriter") shall be designated. The Pricing Officer is hereby authorized to execute and
deliver the Purchase Agreement for an on behalf of the City. The Certificates shall initially be
registered in the name of the Underwriter or its designee.
(b) The City hereby approves the form and content of the draft preliminary official
statement relating to the Certificates in the form attached hereto as Exhibit D and any addenda,
supplement or amendment thereto, and approves the distribution of such preliminary official
statement in the reoffering of the Certificates by the Underwriter in final form, with such changes
therein or additions thereto as the Pricing Officer executing the same may deem advisable. The
Pricing Officer is hereby authorized, in the name and on behalf of the City, to approve,
distribute, and deliver a final preliminary official statement and a final official statement relating
to the Certificates to be used by the Underwriter in the marketing of the Certificates.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the
Certificates, to obtain from a municipal bond insurance company so designated in the Purchase
Agreement (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support
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of the Certificates. To that end, should the Pricing Officer exercise such authority and commit
the City to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in
effect, the requirements of the Insurer relating to the issuance of the Insurance Policy are
incorporated by reference into this Ordinance and made a part hereof for all purposes,
notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall
have the authority to execute any documents to effect the issuance of the Insurance Policy by the
Insurer.
(d) The Mayor and Mayor Pro Tem, the Interim City Manager, the Executive
Director of Business Services and City Secretary, shall be and they are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City a Paying Agent/Registrar Agreement with the Paying Agent/Registrar
and all other instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Ordinance, the Certificates, the sale of the
Certificates, any Purchase Agreement and the Official Statement. In case any officer whose
signature shall appear on any Certificate shall cease to be such officer before the delivery of such
Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as
if such officer had remained in office until such delivery.
Section 19. FURTHER PROCEDURES. That the Mayor, the City Secretary, the Interim
City Manager, the Executive Director of Business Services of the City, any Assistant City
Manager, and all other officers, employees, and agents of the City, and each of them, shall be
and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Ordinance, and the sale and delivery of the Certificates and fixing all details in connection
therewith. The City Council hereby authorizes the payment of the fee of the Office of the
Attorney General of the State of Texas for the examination of the proceedings relating to the
issuance of the Certificates, in the amount determined in accordance with the provisions of
Section 1202.004, Texas Government Code.
Section 20. CONSTRUCTION FUND; USE OF PROCEEDS.
(a) The City hereby creates and establishes and shall maintain on the books of the
City a separate fund to be entitled the "Series 2013 Certificates of Obligation Construction Fund"
(the "Construction Fund") for use by the City for payment of all lawful costs associated with the
acquisition and construction of the projects as provided in Section 1.
(b) The proceeds from the sale of the Certificates shall be deposited, on the date of
closing, in the manner described in a letter of instructions prepared by the City or on behalf of
the City by the City's financial advisor. The foregoing notwithstanding, proceeds representing
accrued interest on the Certificates shall be deposited to the credit of the Interest and Sinking
Fund. Any amounts remaining after completion of the improvements described in Section 1
hereof shall be transferred FIRST to the Rebate Fund, to the extent required by Section 10
hereof, and THEREAFTER to the Interest and Sinking Fund.
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Section 21. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Certificates may be used along with other proceeds
for the construction of the permanent improvements set forth in Section 1 hereof for which the
Certificates are issued; provided that after completion of such permanent improvements, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Sinking Fund. It is further provided, however, that any interest earnings on proceeds which
are required to be rebated to the United States of America pursuant to this Ordinance hereof in
order to prevent the Certificates from being arbitrage bonds shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 22. DEFAULT AND REMEDIES.
(a) 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:
(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 registered owners of the Certificates, 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
registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered 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 registered owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all registered owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) 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
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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.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance,
such registered owner agrees that the certifications required to effectuate any covenants
or representations contained in this Ordinance do not and shall never constitute or give
rise to a personal or pecuniary liability or charge against the officers, employees or
members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 23. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance is incorporated by reference and made a part hereof for all purposes.
(b) Titles Not Restrictive. That the titles assigned to the various sections of this
Ordinance are for convenience only and shall not be considered restrictive of the subject matter
of any section or of any part of this Ordinance.
(c) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Ordinance is adopted by the City and any future amendments thereto or successor provisions
thereof. Any reference to "FORM OF CERTIFICATE" shall refer to the form of the Certificates
set forth in Exhibit A to this Ordinance. Any reference to the payment of principal in this
Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as may be described herein.
(d) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed
and declared to be inapplicable, and the provisions of this Ordinance shall be and remain
controlling as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
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(f) Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas.
(g) Open Meeting. The City officially finds and determines that the meeting at which
this Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code.
(h) Application of Chapter 1208, Government Code. Chapter 1208, Texas
Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes
and the Surplus Revenues granted by the City under Section 6(b), and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Certificates are
outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues
granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business &
Commerce Code, then in order to preserve to the Registered Owners of the Certificates the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
(i) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
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Ordinance
City of College Station, Texas
Certificates of Obligation, Series 2013
SIGNATURE PAGE
PASSED, APPROVED AND EFFECTIVE THIS ________________, 2013.
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P., Dallas, Texas
Bond Counsel
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EXHIBIT A
FORM OF CERTIFICATE
NO. _____ UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
CERTIFICATES OF OBLIGATION
SERIES 2013
$___________
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% ________, 2013
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above,
or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2014, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Certificate is
required to be authenticated and the date of its authentication is later than February 15, 2014,
such interest is payable semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. At maturity or
redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner
hereof upon presentation and surrender of this Certificate at the designated corporate trust office
in Dallas, Texas (the "Designated Trust Office") of The Bank of New York Mellon Trust
Company, N.A., which is the "Paying Agent/Registrar" for this Certificate. The payment of
interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the City required by the
ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
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check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the registered owner hereof, at its address as it
appeared on the last business day of the month preceding each such date (the "Record Date") on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any
accrued interest due at maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Certificate for payment at the Designated Trust Office of the
Paying Agent/Registrar. The City covenants with the registered owner of this Certificate that on
or before each principal and interest payment date for this Certificate it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Certificates, when due.
IN THE EVENT OF NON-PAYMENT of interest on a scheduled 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 ("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 Registration Books kept by the Paying Agent/Registrar at the close
of business on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS CERTIFICATE is one of a Series of Certificates dated as of July 15, 2013,
authorized in accordance with the Constitution and laws of the State of Texas in the principal
amount of $_________, for the purpose of paying contractual obligations to be incurred by the
City, to-wit, the construction of improvements as described in the Certificate Ordinance, and the
payment of fiscal, engineering and legal fees incurred in connection therewith.
THE CERTIFICATES OF THIS SERIES maturing on ________ are subject to
mandatory redemption prior to maturity in part at random, by lot or other customary method
selected by the Paying Agent/Registrar, at par plus accrued interest to the redemption date, and
without premium, with funds on deposit in the Interest and Sinking Fund. Such Certificates shall
be redeemed by the Paying Agent/Registrar on February 15 in each of the years and in the
principal amounts, respectively, as are set forth in the following schedule:
Term Certificates due February 15, 20__:
Mandatory Redemption Date: 2/15/___ Principal Amount: $___
Mandatory Redemption Date: 2/15/__* Principal Amount: $___
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* Maturity
The principal amount of the Certificates required to be redeemed pursuant to the
operation of such mandatory sinking fund shall be reduced by the principal amount of any
Certificate which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall
have been purchased by the Issuer and delivered to the Paying Agent/Registrar for cancellation
or (ii) redeemed pursuant to the optional redemption provision described below and not
theretofore credited against a mandatory sinking fund requirement.
ON FEBRUARY 15, ____, or on any date thereafter, the Certificates of this Series
maturing on February 15, ____ and thereafter may be redeemed prior to their scheduled
maturities, at the option of the City, in whole, or in part, at par and accrued interest to the date
fixed for redemption. The years of maturity of the Certificates called for redemption at the
option of the City prior to stated maturity shall be selected by the City. The Certificates or
portions thereof redeemed within a maturity shall be selected by lot or other method by the
Paying Agent/Registrar; provided, that during any period in which ownership of the Certificates
is determined only by a book entry at a securities depository for the Certificates, if fewer than all
of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the
particular Certificates of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the City and the securities depository.
AT LEAST THIRTY days prior to the date fixed for any such redemption, a written
notice of such redemption shall be given to the registered owner of each Certificate or a portion
thereof being called for redemption by depositing such notice in the United States mail, first-
class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar. By the date fixed for any such redemption
due provision shall be made by the City with the Paying Agent/Registrar for the payment of the
required redemption price for this Certificate or the portion hereof which is to be so redeemed,
plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is
given, and if due provision for such payment is made, all as provided above, this Certificate, or
the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to
its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall
not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Certificate or any
portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or
Certificates having the same maturity date, bearing interest at the same rate, in Authorized
Denominations, at the written request of the registered owner, and in aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Certificates called for redemption, such
notice must state that it is conditional, and is subject to the deposit of the redemption moneys
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with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption
date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in Authorized Denominations. As provided in the
Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the appropriate
registered owner, assignee, or assignees, as the case may be, having the same maturity date, and
bearing interest at the same rate, in Authorized Denominations as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in
accordance with the form and procedures set forth in the Certificate Ordinance. Among other
requirements for such assignment and transfer, this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in an
Authorized Denomination to the assignee or assignees in whose name or names this Certificate
or any such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Certificate may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Certificate or any portion or portions hereof from time to time by the registered owner. The
foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate
or Certificates or any portion or portions thereof, such fees and charges of the Paying
Agent/Registrar will be paid by the City. The one requesting such exchange shall pay the Paying
Agent/Registrar's reasonable standard or customary fees and charges for exchanging any
Certificate or portion thereof. In any circumstance, any taxes or governmental charges required
to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or
exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither
the City nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption of Certificates and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such
redemption is scheduled to occur within 45 calendar days.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry
at a securities depository for the Certificates, the foregoing requirements of holding, delivering
or transferring this Certificate shall be modified to require the appropriate person or entity to
meet the requirements of the securities depository as to registering or transferring the book entry
to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance
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that it promptly will appoint a competent and legally qualified substitute therefor, and promptly
will cause written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and things required or proper
to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of
this Certificate have been performed, existed, and been done in accordance with law; that this
Certificate is a direct obligation of said City, issued on the full faith and credit thereof; and that
in accordance with the terms of the Certificate Ordinance, annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of this Certificate, as such interest comes
due and such principal matures, have been levied and ordered to be levied against all taxable
property in said City, and have been pledged for such payment, within the limit prescribed by
law; and that a limited pledge (not to exceed $1,000) of the Surplus Revenues from the operation
of the City's combined municipal electric light and power, waterworks and sewer system
remaining after payment of all operation and maintenance expenses thereof and any other
obligations heretofore or hereafter incurred to which such revenues have been or shall be
encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such
revenues to the Certificates, have been pledged as additional security for the Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the City, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each registered owner hereof and the City.
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
xxxxx xxxxx
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
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It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the proceedings adopted by the City as described in the text of this Certificate of
Obligation; and that this Certificate of Obligation has been issued in exchange for or replacement
of a Certificate of Obligation of an issue which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated: _______________ The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By:
Authorized Representative
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
COMPTROLLER'S CERTIFICATE
OFFICE OF COMPTROLLER §
REGISTER NO. ________
STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Certificate has been examined by him as
required by law, and that he finds that it has been issued in conformity with the Constitution and
laws of the State of Texas, and that it is a valid and binding obligation of the City of College
Station, Texas, payable in the manner provided by and in the ordinance authorizing same, and
said Certificate has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this ___________________.
__________________________________________
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE: *to accompany initial certificates only.
FORM OF ASSIGNMENT
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints:
____________________________________, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: __________________.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
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EXHIBIT B
PROCEDURES REGARDING COMPLIANCE WITH FEDERAL TAX AND
CONTINUING DISCLOSURE COVENANTS
This Exhibit is intended to assist the City of College Station (the "City") in complying
with the federal income tax covenants and securities disclosure covenants as they apply to the
issuance of tax-exempt debt securities such as the Certificates of Obligation (the "Obligations").
These procedures should be read together with any federal tax certifications, bond covenants,
letters or memoranda from bond counsel and any attachments thereto (collectively, the "Closing
Documents"). Failure to comply with federal guidelines could have serious consequences for
investors, the City and its officials.
These procedures shall apply to the Obligations, until they are superseded by a change in
circumstances at which time the City's bond counsel will propose new procedures to be adopted.
I. FEDERAL TAX LAW
1. Arbitrage Compliance.
Arbitrage refers to the difference between the interest paid on tax-exempt Obligations and
the interest earned by investing the proceeds of tax-exempt Obligations in higher-yielding
investments. Such higher-yielding investments could take the form of loans, securities, real
property, personal property, or other investments that could yield a profit to the City. Federal
income tax laws generally restrict the ability to earn arbitrage utilizing the proceeds of tax-
exempt Obligations. Generally, any profit from investing Obligation proceeds at a yield above
the yield paid on the Obligations belongs to the federal government and must be rebated to the
federal government. If the City fails to comply federal tax guidelines, Obligations could be
deemed to be “arbitrage bonds” by the Internal Revenue Service (the “IRS”), which would
expose the City to monetary liability from the City’s investors.
The arbitrage yield on the Obligations is set forth on the IRS Form 8038-G.
The Executive Director of Business Services and the City Treasurer (including such other
employees of the City who report to such officers) (collectively, the "Responsible Person") will
review the Closing Documents periodically (at least once a year) to ascertain if an exception to
arbitrage compliance applies.
a. Procedures applicable to the Obligation. The Responsible Person shall undertake
the following procedures.
i. If the City plans to spend funds currently on hand for a future project with
the intent to later repay such funds from a debt issue, the Responsible
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Person shall contact Bond Counsel to obtain advice regarding a
reimbursement resolution. The Responsible Person shall maintain any
official action of the City (such as a reimbursement resolution) stating the
City's intent to reimburse with the proceeds of the Obligations any amount
expended prior to the Issue Date for the acquisition, renovation or
construction of the Project.
ii. The Responsible Person shall ensure that the applicable information return
(e.g., U.S. Internal Revenue Service ("IRS") Form 8038-G, 8038-GC, or
any successor forms) is timely filed with the IRS.
iii. If proceeds of the Obligations are to be invested in interest-earning
investments, assure that, unless excepted from rebate and yield restriction
under section 148(f) of the Code, excess investment earnings are
computed and paid to the U.S. government at such time and in such
manner as directed by the IRS (i) at least every 5 years after the Issue Date
and (ii) within 30 days after the date the Obligations are retired. If
proceeds of the Obligations are to be invested in interest-earning
investments, the Responsible Person should contact the City's arbitrage
consultant regarding such matters.
iv. The Responsible Person shall monitor all amounts deposited into a sinking
fund or funds pledged (directly or indirectly) to the payment of the
Obligations, such as the Interest and Sinking Fund (the "I&S Fund"), to
assure that the maximum amount invested within such applicable fund at a
yield higher than the yield on the Obligations does not exceed an amount
equal to the debt service on the Obligations in the succeeding 12 month
period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding 12-
month period.
NOTE: the purpose of the I&S Fund is to achieve a proper
matching of revenues with principal and interest payments within
each fiscal year. The I&S Fund should be used a mechanism for
payment of current debt service and not as a long-term investment
fund for debt service many years in the future.
v. The Responsible Person shall ensure that no more than 50% of the
proceeds of the Obligations are invested in an investment with a
guaranteed yield for 4 years or more.
b. With respect to the investment and expenditure of the proceeds of the Obligations
that are issued to finance public improvements or to acquire land or personal
property, the Responsible Person shall undertake the following.
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i. The Responsible Person shall instruct the persons who are primarily
responsible for the construction, renovation or acquisition of the facilities
financed with Obligations (the “Project”) that the Project must (i) proceed
with due diligence toward completion and that (ii) binding contracts for
the expenditure of at least 5% of the proceeds of the Obligations will be
entered into within six (6) months of the date of closing of the Obligations
(the “Issue Date”). The Responsible Person shall monitor that the above
requirements are satisfied.
ii. The Responsible Person shall monitor that at least 85% of the proceeds of
the Obligations to be used for the construction, renovation or acquisition
of the Project are expended within three years of the Issue Date.
iii. The Responsible Person shall monitor investment of proceeds of the
Obligations and restrict the yield of the investments to the yield on the
Obligations after three years of the Issue Date.
iv. To the extent that there are any unspent proceeds of the Obligations at the
time the Obligations are later refunded, or if there are unspent proceeds of
the Obligations that are being refunded by a new issuance of Obligations,
the Responsible Person shall continue monitoring the expenditure of such
unspent proceeds to ensure compliance with federal tax law with respect
to both the refunded Obligations and any Obligations being issued for
refunding purposes, and shall contact Bond Counsel as necessary.
B. Private Business Use.
Generally, the proceeds of tax-exempt Obligations may not inure to the benefit of entities
other than state or local governments (“private business use”). Private business use occurs
whenever Obligation proceeds are used to benefit any entity other than a state or local
government, including nonprofit corporations and the federal government.
A series of Obligations may lose their tax-exempt status if: (i) more than 10% of the
proceeds of the Obligations are to be used for any private business use and the payment of the
principal or interest on more than 10% of the proceeds of the Obligations is secured by or
payable from property used for a private business use, or (ii) the amount of proceeds of the
Obligations used to make loans to borrowers other than state and local governments exceeds the
lesser of 5% of the proceeds or $15 million.
With respect to the use of the facilities financed or refinanced with the proceeds of the
Obligations, the Responsible Person shall undertake the following to ensure the Obligations do
not violate private business use tests.
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a. The Responsible Person shall develop procedures or a “tracking system” to
identify, log and record all property financed with tax-exempt debt and identify
the issue of Obligations used to finance such property.
b. The Responsible Person shall monitor and record the date on which the Project is
substantially complete and available to be used for the purpose intended.
c. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has any contractual
right (such as a lease, research contract, naming rights agreement, purchase
contract, management agreement or other service agreement) with respect to any
portion of the Project.
d. Before entering into any private business use arrangement that involves the use of
the Project, the Responsible Person must obtain a description of the proposed
private business use arrangement and determine whether such arrangement, if put
into effect, will be consistent with the restrictions on private business use of the
Project. In connection with the evaluation of any proposed private business use
arrangement, the Responsible Person should consult with Bond Counsel to
discuss whether such arrangement, if put into effect, will be consistent with the
restrictions on private business use of the Project, and, if not, whether any
“remedial action” permitted under federal guidelines may be taken as a means of
enabling such private business use without adversely affecting the tax-exempt
status of the Obligations.
e. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has a right to use the
output of the Project (e.g., water, gas, electricity, capacity) on any basis other than
standard rates and charges.
f. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, has a naming right
for the Project or any other contractual right granting an intangible benefit.
g. Prior to any sale of property owned by the City (real or personal), the Responsible
Person must confirm whether such property was financed with tax-exempt debt,
and if so, determine whether the proposed disposition of the property could
impact the tax-exempt status of the series of Obligations that financed the
acquisition of such property.
h. The Responsible Person shall take any action necessary to remediate any failure
to maintain compliance with the covenants contained in the ordinance authorizing
the issuance of the applicable series of Obligations.
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C. Record Retention.
The Responsible Person will maintain or cause to be maintained all records relating to the
investment and expenditure of the proceeds of the Obligations and the use of the Project financed
or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of
Obligations, such records shall be maintained until the three (3) years after the refunding
Obligations mature or are otherwise paid off. Such records can be maintained in paper or
electronic format.
For purposes of these procedures, the Memorandum of Bond Counsel dated December 1,
2011 styled "Certain Federal Income Tax Considerations for Record Retention – Record
Management Program and Periodic Compliance Review" in incorporated herein and should be
reviewed periodically, at least once per year, by the Responsible Person.
D. Responsible Person & Continuity.
Each Responsible Person shall receive appropriate training regarding the City’s
accounting system, contract intake system, facilities management and other systems necessary to
track the investment and expenditure of the proceeds and the use of the facilities financed with
the proceeds of the Obligations. The foregoing notwithstanding, the Responsible Person is
authorized and instructed to retain such experienced advisors and agents as may be necessary to
carry out the purposes of these instructions.
Prior to cessation of employment with the City, the Responsible Person should identify
their successor to maintain compliance with these procedures.
II. FEDERAL SECURITIES LAW
Obligations, whether taxable or tax-exempt, sold in a public offering in an amount of
$1 million or more are subject to Rule 15c2-12 (the “Rule”) of the United States Securities and
Exchange Commission (the “SEC”). Additionally, the City may have covenanted to comply
with the Rule even with respect to Obligations that would otherwise be exempt from the Rule
(e.g., Obligations sold in a private placement or Obligations sold in an amount less than
$1 million). Pursuant to the Rule, the City is required to make annual filings of certain
information, as well as make filings upon the occurrence of certain specified events. All filings
must be made with the Municipal Securities Rulemaking Board (the “MSRB”) through its
Electronic Municipal Market Access System (“EMMA”) at emma.msrb.org.
A. Annual Filings.
The City must file the information listed below with EMMA within six (6) months of
each fiscal year end for so long as the respective series of Obligations remains outstanding. The
City’s fiscal year ends on September 30 of each year. Therefore, the City must provide updated
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information by March 31 of the subsequent year. If audited financial statements are not available
by March 31, the City must provide unaudited financial information by such date and provide
audited financial statements when such statements become available. The City must file each of
the following items with EMMA:
(1) The City’s audited financial statements; and
(2) An update of the financial tables included in the Official Statement used in
connection with the Obligations as described under the caption "Continuing
Disclosure of Information". The information should be from the most recent
fiscal year end.
The Responsible Person must compile, prepare and make such filings within the required
time, or, alternatively, contract with a third-party, such as the City’s financial advisor, to make
such filings on the City’s behalf.
B. Notices of Specified Events.
The City must provide notice of any of the following events with respect to the
Obligations to the MSRB in a timely manner (but not in excess of ten business days after the
occurrence of the event):
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the IRS of proposed or final determinations
of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material
notices or determinations with respect to the tax status of the Obligations, or other
material events affecting the tax status of the Obligations;
(7) Modifications to rights of Obligation holders, if material;
(8) Obligations calls (includes redemptions and other early payments), if material,
and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Obligations, if
material;
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(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent or the change of name of a
paying agent, if material; and
(15) In a timely manner, notice of a failure of the City to make the required annual
filings listed in Subsection II(A) above.
The Responsible Person should review this list at regular intervals to determine whether
any event has occurred that may require a filing with EMMA.
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EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
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 below (and included in the Appendix
or under the headings of the Official Statement referred to):
1. The "Annual Financial Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following tables, but
for the most recently concluded fiscal year: Tables 1 through 6 and 8 through 20.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 described above, as
such principles may be changed from time to time to comply with state law or regulation.
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EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
149
ORDINANCE NO. 2013-_____
AUTHORIZING THE ISSUANCE OF UP TO $10,450,000 IN PRINCIPAL
AMOUNT OF "CITY OF COLLEGE STATION, TEXAS CERTIFICATES OF
OBLIGATION, SERIES 2013"; DELEGATING THE AUTHORITY TO
CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF THE CERTIFICATES; APPROVING AND
AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID
CERTIFICATES; AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT
WHEREAS, on April 25, 2013, the City Council of the City of College Station (the
"City") passed a resolution authorizing and directing notice of its intention to issue the
Certificates of Obligation herein authorized, to be published in a newspaper as required by
Section 271.049 of the Texas Local Government Code;
WHEREAS, said notice was published in the Bryan-College Station Eagle, a
"newspaper" of the type described in Section 2051.044, Texas Government Code, as required by
said Section 271.049 of the Texas Local Government Code, on May 2, 2013 and May 9, 2013;
WHEREAS, said notice provided that the ordinance authorizing the Certificates of
Obligation may authorize an authorized officer of the City to effect the sale and delivery of the
Certificates of Obligation on a date or dates subsequent to the adoption of the ordinance;
WHEREAS, no petition, signed by at least 5% of the qualified electors of said City as
permitted by said Section 271.049 of the Texas Local Government Code protesting the issuance
of such Certificates of Obligation, has been filed;
WHEREAS, the City is an "Issuer" within the meaning of Section 1371.001(4)(P), Texas
Government Code, having (i) a principal amount of at least $100 million in outstanding long-
term indebtedness, in long-term indebtedness proposed to be issued, or a combination of
outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness
outstanding or proposed to be issued that is rated in one of the four highest rating categories for
long-term debt instruments by a nationally recognized rating agency for municipal securities,
without regard to the effect of any credit agreement or other form of credit enhancement entered
into in connection with the obligation;
WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and
delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code and
Chapter 1371, Texas Government Code and the City's Home Rule Charter; and
WHEREAS, 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 time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Ordinance, was given, all as required by the applicable provisions of Texas Government
Code, Chapter 551;
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THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
Section 1. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That said
City's Certificates of Obligation, to be designated the "City of College Station, Texas Certificates
of Obligation, Series 2013", are hereby authorized to be issued and delivered in the principal
amount not to exceed $10,450,000 for (i) the purpose of paying contractual obligations to be
incurred by the City, to-wit, the construction of improvements and extensions to the City’s
combined waterworks, sewer and electric systems; and the payment of fiscal, engineering and
legal fees incurred in connection therewith and (ii) to pay the costs of issuance of the
Certificates.
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Section 1371.053, Texas Government Code, the Mayor, the
Interim City Manager and the Executive Director of Business Services of the City (each the
"Pricing Officer") are each hereby authorized to act severally on behalf of the City in selling and
delivering the Certificates, carrying out the other procedures specified in this Ordinance,
including, determining the date of the Certificates, any additional or different designation or title
by which the Certificates shall be known, whether the Certificate shall be sold and delivered in
one or more series and the date and sale and delivery of each such series, the price at which the
Certificates will be sold, the years in which the Certificates will mature, the principal amount to
mature in each of such years, the rate of interest to be borne by each such maturity, the interest
payment and record dates, the price and terms upon and at which the Certificates shall be subject
to redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, and all other matters relating to the issuance, sale, and delivery of the
Certificates and obtaining municipal insurance for all or any portion of the Certificates and
providing for the terms and provisions thereof applicable to the Certificates, all of which shall be
specified in the Purchase Agreement; provided that:
(i) the aggregate principal amount of the Certificates shall not exceed
$10,450,000;
(ii) the true interest cost of the Certificates shall not exceed 4.500% per
annum;
(iii) the net effective interest rate on the Certificates shall not exceed the
maximum rate set forth in Chapter 1204, Texas Government Code, as amended;
(iv) the final maturity of the Certificates shall not exceed February 15, 2033;
(v) the delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to December 13, 2013; and
(vi) on or prior to delivery, the Certificates shall be rated by a nationally
recognized rating agency for municipal securities in one of the four highest categories for
long-term obligations.
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(b) In establishing the aggregate principal amount of the Certificates, the Pricing
Officer shall establish an amount that, when combined with premium used for purposes other
than the payment of costs of issuance, does not exceed the amount authorized in Subsection (a)
hereof, which shall be sufficient in amount to provide for the purposes for which the Certificates
are authorized and to pay costs of issuing the Certificates. The Certificates shall be sold with and
subject to such terms as set forth in the Purchase Agreement as described in Section 19 herein.
Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) The City shall keep or
cause to be kept at the corporate trust office in Dallas, Texas (the "Designated Trust Office") of
The Bank of New York Mellon Trust Company, N.A., or such other bank, trust company,
financial institution, or other agency named in accordance with the provisions of (g) below (the
"Paying Agent/Registrar"), books or records for the registration and transfer of the Certificates
(the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar 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 transfers and registrations as herein
provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner
and record in the Registration Books the address of the registered owner of each Certificate to
which payments with respect to the Certificates shall be mailed, as herein provided. The City or
its designee shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar at its Designated Trust Office, 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. Registration of each Certificate may be
transferred in the Registration Books only upon presentation and surrender thereof to the Paying
Agent/Registrar at its Designated Trust 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 the assignment of such Certificate, or any
portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the
right of such assignee or assignees to have such Certificate or any such portion thereof registered
in the name of such assignee or assignees. Upon the assignment and transfer of any Certificate
or any portion thereof, a new substitute certificate or certificates shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in whose name any Certificate shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this
Ordinance, whether or not such Certificate shall be overdue, and the City and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on
account of, the principal of, premium, if any, and interest on any such certificate shall be made
only to such registered owner. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such certificate to the extent of the sum or sums so paid.
(c) 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, and to act as its agent to
exchange or replace Certificates, all as provided in this Ordinance. 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 exchanges thereof, and all replacements thereof, as provided
in this Ordinance.
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(d) Each Certificate may be exchanged for fully registered certificates in the manner
set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon
surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a
written request therefor duly executed by the registered owner or the assignee or assignees
thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures
satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee
or assignees, as appropriate, be exchanged for fully registered Certificates, without interest
coupons, in the form prescribed in the FORM OF CERTIFICATE, in an Authorized
Denomination (subject to the requirement hereinafter stated that each substitute Certificate shall
have a single stated maturity date), as requested in writing by such registered owner or such
assignee or assignees, in an aggregate principal amount equal to the principal amount of any
Certificate or Certificates so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If any Certificate or portion thereof is assigned and
transferred, each Certificate issued in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the Certificate for which it is being exchanged. Each
substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate. The Paying Agent/Registrar shall exchange or replace Certificates as provided
herein, and each fully registered Certificate or Certificates delivered in exchange for or
replacement of any Certificate or portion thereof as permitted or required by any provision of
this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may
again be exchanged or replaced. It is specifically provided, however, that any Certificate
delivered in exchange for or replacement of another Certificate prior to the first scheduled
interest payment date on the Certificates (as stated on the face thereof) shall be dated the same
date as such Certificate, but each substitute Certificate so delivered on or after such first
scheduled interest payment date shall be dated as of the interest payment date preceding the date
on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on
an interest payment date, in which case it shall be dated as of such date of delivery; provided,
however, that if at the time of delivery of any substitute Certificate the interest on the Certificate
for which it is being exchanged has not been paid, then such substitute Certificate shall be dated
as of the date to which such interest has been paid in full. On each substitute Certificate issued
in exchange for or replacement of any Certificate or Certificates issued under this Ordinance
there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form
hereinafter set forth in the FORM OF CERTIFICATE (the "Authentication Certificate"). An
authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
substitute Certificate, date such substitute Certificate in the manner set forth above, and manually
sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to
be issued or outstanding unless the Authentication Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Certificates surrendered for exchange or replacement.
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 exchange or replacement of any
Certificates or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute Certificate in the manner prescribed herein. Pursuant to
Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of
Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which originally
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were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by
the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be
required to transfer or exchange any Certificate so selected for redemption, in whole or in part,
within 45 calendar days of the date fixed for redemption; provided, however, such limitation of
transfer shall not be applicable to an exchange by the registered owner of the uncalled principal
of a Certificate.
(e) All Certificates issued in 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 registered owners thereof,
(ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be
signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all
as provided, and in the manner required or indicated, in the FORM OF CERTIFICATE.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers of Certificates, but the registered owner of any Certificate
requesting such transfer shall pay any taxes or other governmental charges required to be paid
with respect thereto. The registered owner of any Certificates requesting any exchange shall pay
the Paying Agent/Registrar's reasonable and standard or customary fees and charges for
exchanging any such certificate or portion thereof, together with any taxes or governmental
charges required to be paid with respect thereto, all as a condition precedent to the exercise of
such privilege of exchange, except, however, that in the case of the exchange of an assigned and
transferred Certificate or Certificates or any portion or portions thereof in an Authorized
Denomination, as provided in this Ordinance, such fees and charges will be paid by the City. In
addition, the City hereby covenants with the registered 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 Certificates, when due,
and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the
transfer or registration of Certificates solely to the extent above provided, and with respect to the
exchange of Certificates solely to the extent above provided.
(g) The City covenants with the registered owners of the Certificates that at all times
while the Certificates are outstanding the City will provide a competent and legally qualified
bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that it will promptly appoint a competent and legally qualified national
or state banking institution which shall be a corporation organized and doing business under the
laws of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose
qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
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copy thereof), along with all other pertinent books and records relating to the Certificates, to the
new Paying Agent/Registrar designated and appointed by the City. Upon any change in the
Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the
new Paying Agent/Registrar to each registered owner of the Certificates, by United States mail,
first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form
of the Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this Ordinance, shall be in substantially the
form as set forth in Exhibit A to this Ordinance, shall be numbered consecutively from R-1
upward, with such appropriate variations, omissions, or insertions as are permitted or required by
this Ordinance and with the FORM OF CERTIFICATE to be modified pursuant to, and
completed with information set forth in the Purchase Agreement. The printer of the Certificates
is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to
the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond
insurance company providing municipal bond insurance, if any, covering all or any part of the
Certificates.
Section 5. DEFINITIONS. That the term "Authorized Denomination" shall mean a
denomination of $5,000 of principal amount of a Certificate or any integral multiple thereof; the
term "Business Day" means a Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the City are, authorized by law or executive order to close; the term "Certificates"
and "Certificates of Obligation" shall mean the City of College Station, Texas Certificates of
Obligation, Series 2013, authorized to be issued and delivered by this Ordinance; the term
"MSRB" means the Municipal Securities Rulemaking Board; the term "Rule" means SEC Rule
15c2 12, as amended from time to time; the term "SEC" means the United States Securities and
Exchange Commission; and the term "Surplus Revenues" shall mean those revenues from the
operation of the City's combined municipal electric light and power, waterworks and sewer
system remaining after payment of all operation and maintenance expenses thereof and other
obligations heretofore or hereafter incurred to which such revenues have been or shall be
encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such
revenues to the Certificates.
Section 6. LEVY OF TAX; INTEREST AND SINKING FUND; REVENUE PLEDGE.
(a) That a special fund or account, to be designated the "City of College Station,
Texas Series 2013 Certificate of Obligation Interest and Sinking Fund" (the "Interest and Sinking
Fund") is hereby created and shall be established and maintained by the City. The Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and
shall be used only for paying the interest on and principal of the Certificates. All ad valorem
taxes levied and collected for and on account of the Certificates shall be deposited, as collected,
to the credit of the Interest and Sinking Fund. During each year while any of the Certificates are
outstanding and unpaid, the governing body of the City shall compute and ascertain the rate and
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amount of ad valorem tax, based on the latest approved tax rolls of the City, with full allowances
being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise
and produce the money required to pay the interest on the Certificates as such interest comes
due, and to provide a sinking fund to pay the principal (including mandatory sinking fund
redemption payments, if any) of the Certificates as such principal matures or comes due through
operation of the mandatory sinking fund redemption, if any, but never less than 2% of the
original amount of the Certificates as a sinking fund each year. The rate and amount of ad
valorem tax is hereby ordered to be levied against all taxable property in the City for each year
while any of the Certificates is outstanding and unpaid, and the ad valorem tax shall be assessed
and collected each such year and deposited to the credit of the Interest and Sinking Fund. Ad
valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law.
(b) That the Certificates are additionally secured by and shall be payable from the
Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to authority of
Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof. The City shall
promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Sinking
Fund created pursuant to Section 6, to pay the principal and interest on the Certificates. The
amount of Surplus Revenues pledged to the payment of the Certificates shall not exceed $1,000.
If Surplus Revenues or any other lawfully available revenues, income or resources of the City are
deposited or budgeted to be deposited in the Interest and Sinking Fund in advance of the time
when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that
otherwise would have been required to be levied pursuant to Section 6 may be reduced to the
extent and by the amount of the Surplus Revenues or other lawfully available revenues, income
or resources then on deposit or budgeted to be deposited to the credit of the Interest and Sinking
Fund.
Section 7. TRANSFER. That the City shall do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest due on the Certificates.
Section 8. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this
Ordinance shall be secured in the manner and to the fullest extent permitted or required by law
for the security of public funds, and such Interest and Sinking Fund shall be used only for the
purposes and in the manner permitted or required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new Certificate of the same principal amount, maturity, and
interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for
such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. That application for replacement of
damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the registered owner
thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate,
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the registered owner applying for a replacement Certificate shall furnish to the City and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Certificate, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the registered owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. That notwithstanding the foregoing provisions of this
Section, in the event any such Certificate shall have matured, and no default has occurred which
is then continuing in the payment of the principal of, redemption premium, if any, or interest on
the Certificate, the City may authorize the payment of the same (without surrender thereof except
in the case of a damaged or mutilated Certificate) instead of issuing a replacement certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. That prior to the issuance of any
replacement Certificate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every
replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that
any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Certificate shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. That in accordance with Section
1201.067, Texas Government Code, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement Certificate without necessity of further action by the City
or any other body or person, and the duty of the replacement of such Certificates is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Certificates in the form and manner and with the effect, as provided
in Section 5(d) of this Ordinance for Certificates issued in conversion and exchange of other
Certificates.
Section 10. FEDERAL INCOME TAX MATTERS. That the City covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment
of the Certificates as obligations described in section 103 of the Code, the interest on which is
not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are
so used, that amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Certificates, in contravention of section 141(b)(2) of the Code;
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(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Certificates (less
amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used
for a "private business use" which is "related" and not "disproportionate", within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with –
(1) proceeds of the Certificates invested for a reasonable temporary period of
three years or less until such proceeds are needed for the purpose for which the
Certificates are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to
the United States of America, not later than 60 days after the Certificates have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance of the Certificates. It is the understanding of the City that the covenants
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contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated 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 exemption from federal income taxation of interest on
the Certificates under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated 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 exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In furtherance of
such intention, the City hereby authorizes and directs the Mayor, the Interim City Manager, any
Assistant City Manager and the Executive Director of Business Services, severally, to execute
any documents, certificates or reports required by the Code, and to make such elections on behalf
of the City which may be permitted by the Code as are consistent with the purpose for the
issuance of the Certificates.
In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
Section 11. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for the expenditure of proceeds from the sale of
the Certificates and any investment earnings thereon to be used for the purposes described in
Section 1 of this Ordinance (such purpose referred to in this Section and Section 12 hereof as a
"Project") on its books and records by allocating proceeds to expenditures within 18 months of
the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed.
The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings
more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the
Certificates or (b) the date the Certificates are retired, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such expenditure will not
adversely affect the tax-exempt status of the Certificates. For purposes hereof, the City shall not
be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 12. DISPOSITION OF PROJECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Certificates. For purposes of the foregoing,
the portion of the property comprising personal property and disposed in the ordinary course
shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
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opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 13. PROCEDURES TO MONITOR COMPLIANCE WITH TAX
COVENANTS. The City hereby adopts the procedures attached hereto as Exhibit B as a means
of monitoring compliance with the federal tax covenants made by the City herein.
Section 14. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES.
That the Executive Director of Business Services of the City is hereby authorized to have control
of the Certificates initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Certificates pending their delivery and their investigation,
examination, and approval by the Attorney General of the State of Texas, and their registration
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
certificate. The Certificates thus registered shall remain in the custody of the Executive Director
of Business Services (or the designee thereof) until delivered to the Underwriter (as defined in
Section 18 of this Ordinance).
Section 15. DTC REGISTRATION. That the Certificates initially shall be issued and
delivered in such manner that no physical distribution of the Certificates will be made to the
public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Certificates. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Certificates
initially authorized by this Ordinance shall be delivered to and registered in the name of CEDE
& CO., the nominee of DTC. It is expected that DTC will hold the Certificates on behalf of the
Underwriter and its participants. So long as each Certificate is registered in the name of CEDE
& CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it
were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry
system which will identify ownership of the Certificates in Authorized Denominations, with
transfers of ownership being effected on the records of DTC and its participants pursuant to rules
and regulations established by them, and that the Certificates initially deposited with DTC shall
be immobilized and not be further exchanged for substitute Certificates except as hereinafter
provided. The City is not responsible or liable for any functions of DTC, will not be responsible
for paying any fees or charges with respect to its services, will not be responsible or liable for
maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Certificates. It shall be the duty of the DTC
Participants, as defined in the Official Statement herein approved, to make all arrangements with
DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the
method of paying the fees and charges of DTC. The City does not represent, nor does it in any
way covenant that the initial book-entry system established with DTC will be maintained in the
future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC,
if for any reason any of the originally delivered Certificates is duly filed with the Paying
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Agent/Registrar with proper request for transfer and substitution, as provided for in this
Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there
will be no assurance or representation that any book-entry system will be maintained for such
Certificates. In connection with the initial establishment of the foregoing book-entry system
with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by
DTC in order to implement the book-entry system described above.
Section 16. CONTINUING DISCLOSURE OBLIGATION.
(a) Annual Reports. (i) The City shall provide annually to the MSRB, in an
electronic format as prescribed by the MSRB, within six months after the end of each fiscal year
ending in or after 2013, financial information and operating data with respect to the City of the
general type included in the final Official Statement authorized by Section 18 of this Ordinance,
being the information described in Exhibit C hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit C, 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 the MSRB, when and if the audit report on such
statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant
to this Section. The financial information and operating data to be provided pursuant to
this Section may be set forth in full in one or more documents or may be included by
specific reference to any document that is available to the public on the MSRB's internet
website or filed with the SEC. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner (but not in excess of ten Business Days after the
occurrence of the event) of any of the following events with respect to the Certificates:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
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6. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701–TEB) or other material notices or determinations with
respect to the tax status of the Certificates, or other material events
affecting the tax status of the Certificates;
7. Modifications to rights of Certificateholders, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Certificates, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated
person (which is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent, or similar officer for the City in a
proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement,
or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Certificates within the meaning of
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the Rule, except that the City in any event will give notice of any deposit made in accordance
with this Ordinance or applicable law that causes Certificates no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Certificates, and nothing in this Section, express or
implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder
to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section 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 Section 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.
(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO
THE REGISTERED 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 ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS
OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under
this Section shall comprise a breach of or default under this Ordinance for purposes of
any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake such
obligation with respect to the Certificates in accordance with the Rule as amended. The
provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Certificates in the primary offering of the Certificates in compliance with
the Rule, taking into account any amendments or interpretations of the Rule since such
offering as well as such changed circumstances and (2) either (a) the registered 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) determined that such amendment will not
materially impair the interest of the registered owners and beneficial owners of the
Certificates. If the City so amends the provisions of this Section, it shall include with any
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amended financial information or operating data next provided in accordance with
subsection (b) of this Section an explanation, in narrative form, of the reason for the
amendment and of the impact of any change in the type of financial information or
operating data so provided. The City may also amend or repeal the provisions of this
continuing disclosure agreement if the SEC amends or repeals the applicable provision of
the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule
are invalid, but 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.
(d) Procedures to Monitor Compliance with Continuing Disclosure Covenants. The
City hereby adopts the procedures attached hereto as Exhibit B as a means of monitoring
compliance with the continuing disclosure covenants made by the City herein.
Section 17. DEFEASANCE. (a) Deemed Paid. Any Certificate and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within
the meaning of this Ordinance, except to the extent provided in subsection (e) of this Section,
when payment of the principal of such Certificate, plus interest thereon to the due date (whether
such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to
be made in accordance with the terms thereof, or (ii) shall have been provided for on or before
such due date by irrevocably depositing with or making available to the Paying Agent/Registrar
in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement")
for such payment (1) lawful money of the United States of America sufficient to make such
payment or (2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to
provide for such payment, and when proper arrangements have been made by the City with the
Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have
become due and payable. At such time as a Certificate shall be deemed to be a Defeased
Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and
pledged or the pledge of Surplus Revenues as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at
the written direction of the City be invested in Defeasance Securities, maturing in the amounts
and times as hereinbefore set forth, and all income from such Defeasance Securities received by
the Paying Agent/Registrar that is not required for the payment of the Certificates and interest
thereon, with respect to which such money has been so deposited, shall be turned over to the
City, or deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to
which the money and/or Defeasance Securities are held for the payment of Defeased Certificates
may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Securities, with respect to which such money has been so deposited, shall be remitted
to the City or deposited as directed in writing by the City.
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(c) Selection of Defeased Certificates. In the event that the City elects to defease less
than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates by such random method as it deems
fair and appropriate.
(d) Defeasance Securities. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America, (ii) 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 bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the governing body of the City adopts or approves the proceedings authorizing the issuance
of refunding bonds, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent and (iv) any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Certificates.
(e) Continuing Duty of Paying Agent/Registrar. Until all Certificates defeased under
this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for
such Certificates shall perform the services of Paying Agent/Registrar for such Certificates the
same as if they had not been defeased, and the City shall make proper arrangements to provide
and pay for such services.
Section 18. SALE OF CERTIFICATES; OFFICIAL STATEMENT. (a) The Certificates
shall be sold and delivered subject to the provisions of Section 1 and Section 2 hereof through a
negotiated sale and pursuant to the terms and provisions of a purchase contract (the "Purchase
Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in
accordance with Section 2 hereof, and in which the purchaser or purchasers of the Certificates
(the "Underwriter") shall be designated. The Pricing Officer is hereby authorized to execute and
deliver the Purchase Agreement for an on behalf of the City. The Certificates shall initially be
registered in the name of the Underwriter or its designee.
(b) The City hereby approves the form and content of the draft preliminary official
statement relating to the Certificates in the form attached hereto as Exhibit D and any addenda,
supplement or amendment thereto, and approves the distribution of such preliminary official
statement in the reoffering of the Certificates by the Underwriter in final form, with such changes
therein or additions thereto as the Pricing Officer executing the same may deem advisable. The
Pricing Officer is hereby authorized, in the name and on behalf of the City, to approve,
distribute, and deliver a final preliminary official statement and a final official statement relating
to the Certificates to be used by the Underwriter in the marketing of the Certificates.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the
Certificates, to obtain from a municipal bond insurance company so designated in the Purchase
Agreement (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support
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of the Certificates. To that end, should the Pricing Officer exercise such authority and commit
the City to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in
effect, the requirements of the Insurer relating to the issuance of the Insurance Policy are
incorporated by reference into this Ordinance and made a part hereof for all purposes,
notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall
have the authority to execute any documents to effect the issuance of the Insurance Policy by the
Insurer.
(d) The Mayor and Mayor Pro Tem, the Interim City Manager, the Executive
Director of Business Services and City Secretary, shall be and they are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City a Paying Agent/Registrar Agreement with the Paying Agent/Registrar
and all other instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Ordinance, the Certificates, the sale of the
Certificates, any Purchase Agreement and the Official Statement. In case any officer whose
signature shall appear on any Certificate shall cease to be such officer before the delivery of such
Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as
if such officer had remained in office until such delivery.
Section 19. FURTHER PROCEDURES. That the Mayor, the City Secretary, the Interim
City Manager, the Executive Director of Business Services of the City, any Assistant City
Manager, and all other officers, employees, and agents of the City, and each of them, shall be
and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Ordinance, and the sale and delivery of the Certificates and fixing all details in connection
therewith. The City Council hereby authorizes the payment of the fee of the Office of the
Attorney General of the State of Texas for the examination of the proceedings relating to the
issuance of the Certificates, in the amount determined in accordance with the provisions of
Section 1202.004, Texas Government Code.
Section 20. CONSTRUCTION FUND; USE OF PROCEEDS.
(a) The City hereby creates and establishes and shall maintain on the books of the
City a separate fund to be entitled the "Series 2013 Certificates of Obligation Construction Fund"
(the "Construction Fund") for use by the City for payment of all lawful costs associated with the
acquisition and construction of the projects as provided in Section 1.
(b) The proceeds from the sale of the Certificates shall be deposited, on the date of
closing, in the manner described in a letter of instructions prepared by the City or on behalf of
the City by the City's financial advisor. The foregoing notwithstanding, proceeds representing
accrued interest on the Certificates shall be deposited to the credit of the Interest and Sinking
Fund. Any amounts remaining after completion of the improvements described in Section 1
hereof shall be transferred FIRST to the Rebate Fund, to the extent required by Section 10
hereof, and THEREAFTER to the Interest and Sinking Fund.
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Section 21. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Certificates may be used along with other proceeds
for the construction of the permanent improvements set forth in Section 1 hereof for which the
Certificates are issued; provided that after completion of such permanent improvements, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Sinking Fund. It is further provided, however, that any interest earnings on proceeds which
are required to be rebated to the United States of America pursuant to this Ordinance hereof in
order to prevent the Certificates from being arbitrage bonds shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 22. DEFAULT AND REMEDIES.
(a) 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:
(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 registered owners of the Certificates, 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
registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered 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 registered owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all registered owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) 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
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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.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance,
such registered owner agrees that the certifications required to effectuate any covenants
or representations contained in this Ordinance do not and shall never constitute or give
rise to a personal or pecuniary liability or charge against the officers, employees or
members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 23. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance is incorporated by reference and made a part hereof for all purposes.
(b) Titles Not Restrictive. That the titles assigned to the various sections of this
Ordinance are for convenience only and shall not be considered restrictive of the subject matter
of any section or of any part of this Ordinance.
(c) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Ordinance is adopted by the City and any future amendments thereto or successor provisions
thereof. Any reference to "FORM OF CERTIFICATE" shall refer to the form of the Certificates
set forth in Exhibit A to this Ordinance. Any reference to the payment of principal in this
Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption
payments as may be described herein.
(d) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed
and declared to be inapplicable, and the provisions of this Ordinance shall be and remain
controlling as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
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(f) Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas.
(g) Open Meeting. The City officially finds and determines that the meeting at which
this Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code.
(h) Application of Chapter 1208, Government Code. Chapter 1208, Texas
Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes
and the Surplus Revenues granted by the City under Section 6(b), and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Certificates are
outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues
granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business &
Commerce Code, then in order to preserve to the Registered Owners of the Certificates the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
(i) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
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EXHIBIT A
FORM OF CERTIFICATE
NO. _____ UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
CERTIFICATES OF OBLIGATION
SERIES 2013
$___________
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% ________, 2013
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above,
or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2014, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Certificate is
required to be authenticated and the date of its authentication is later than February 15, 2014,
such interest is payable semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. At maturity or
redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner
hereof upon presentation and surrender of this Certificate at the designated corporate trust office
in Dallas, Texas (the "Designated Trust Office") of The Bank of New York Mellon Trust
Company, N.A., which is the "Paying Agent/Registrar" for this Certificate. The payment of
interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check, dated as of such interest payment date, drawn by
the Paying Agent/Registrar on, and payable solely from, funds of the City required by the
ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
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check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the registered owner hereof, at its address as it
appeared on the last business day of the month preceding each such date (the "Record Date") on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any
accrued interest due at maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Certificate for payment at the Designated Trust Office of the
Paying Agent/Registrar. The City covenants with the registered owner of this Certificate that on
or before each principal and interest payment date for this Certificate it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Certificates, when due.
IN THE EVENT OF NON-PAYMENT of interest on a scheduled 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 ("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 Registration Books kept by the Paying Agent/Registrar at the close
of business on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS CERTIFICATE is one of a Series of Certificates dated as of July 15, 2013,
authorized in accordance with the Constitution and laws of the State of Texas in the principal
amount of $_________, for the purpose of paying contractual obligations to be incurred by the
City, to-wit, the construction of improvements as described in the Certificate Ordinance, and the
payment of fiscal, engineering and legal fees incurred in connection therewith.
THE CERTIFICATES OF THIS SERIES maturing on ________ are subject to
mandatory redemption prior to maturity in part at random, by lot or other customary method
selected by the Paying Agent/Registrar, at par plus accrued interest to the redemption date, and
without premium, with funds on deposit in the Interest and Sinking Fund. Such Certificates shall
be redeemed by the Paying Agent/Registrar on February 15 in each of the years and in the
principal amounts, respectively, as are set forth in the following schedule:
Term Certificates due February 15, 20__:
Mandatory Redemption Date: 2/15/___ Principal Amount: $___
Mandatory Redemption Date: 2/15/__* Principal Amount: $___
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* Maturity
The principal amount of the Certificates required to be redeemed pursuant to the
operation of such mandatory sinking fund shall be reduced by the principal amount of any
Certificate which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall
have been purchased by the Issuer and delivered to the Paying Agent/Registrar for cancellation
or (ii) redeemed pursuant to the optional redemption provision described below and not
theretofore credited against a mandatory sinking fund requirement.
ON FEBRUARY 15, ____, or on any date thereafter, the Certificates of this Series
maturing on February 15, ____ and thereafter may be redeemed prior to their scheduled
maturities, at the option of the City, in whole, or in part, at par and accrued interest to the date
fixed for redemption. The years of maturity of the Certificates called for redemption at the
option of the City prior to stated maturity shall be selected by the City. The Certificates or
portions thereof redeemed within a maturity shall be selected by lot or other method by the
Paying Agent/Registrar; provided, that during any period in which ownership of the Certificates
is determined only by a book entry at a securities depository for the Certificates, if fewer than all
of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the
particular Certificates of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the City and the securities depository.
AT LEAST THIRTY days prior to the date fixed for any such redemption, a written
notice of such redemption shall be given to the registered owner of each Certificate or a portion
thereof being called for redemption by depositing such notice in the United States mail, first-
class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar. By the date fixed for any such redemption
due provision shall be made by the City with the Paying Agent/Registrar for the payment of the
required redemption price for this Certificate or the portion hereof which is to be so redeemed,
plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is
given, and if due provision for such payment is made, all as provided above, this Certificate, or
the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to
its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall
not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Certificate or any
portion hereof. If a portion of any Certificate shall be redeemed a substitute Certificate or
Certificates having the same maturity date, bearing interest at the same rate, in Authorized
Denominations, at the written request of the registered owner, and in aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Certificates called for redemption, such
notice must state that it is conditional, and is subject to the deposit of the redemption moneys
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with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption
date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered
certificates, without interest coupons, in Authorized Denominations. As provided in the
Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the appropriate
registered owner, assignee, or assignees, as the case may be, having the same maturity date, and
bearing interest at the same rate, in Authorized Denominations as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in
accordance with the form and procedures set forth in the Certificate Ordinance. Among other
requirements for such assignment and transfer, this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in an
Authorized Denomination to the assignee or assignees in whose name or names this Certificate
or any such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Certificate may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Certificate or any portion or portions hereof from time to time by the registered owner. The
foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate
or Certificates or any portion or portions thereof, such fees and charges of the Paying
Agent/Registrar will be paid by the City. The one requesting such exchange shall pay the Paying
Agent/Registrar's reasonable standard or customary fees and charges for exchanging any
Certificate or portion thereof. In any circumstance, any taxes or governmental charges required
to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or
exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither
the City nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption of Certificates and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Certificates so selected for redemption when such
redemption is scheduled to occur within 45 calendar days.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry
at a securities depository for the Certificates, the foregoing requirements of holding, delivering
or transferring this Certificate shall be modified to require the appropriate person or entity to
meet the requirements of the securities depository as to registering or transferring the book entry
to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance
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that it promptly will appoint a competent and legally qualified substitute therefor, and promptly
will cause written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and things required or proper
to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of
this Certificate have been performed, existed, and been done in accordance with law; that this
Certificate is a direct obligation of said City, issued on the full faith and credit thereof; and that
in accordance with the terms of the Certificate Ordinance, annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of this Certificate, as such interest comes
due and such principal matures, have been levied and ordered to be levied against all taxable
property in said City, and have been pledged for such payment, within the limit prescribed by
law; and that a limited pledge (not to exceed $1,000) of the Surplus Revenues from the operation
of the City's combined municipal electric light and power, waterworks and sewer system
remaining after payment of all operation and maintenance expenses thereof and any other
obligations heretofore or hereafter incurred to which such revenues have been or shall be
encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such
revenues to the Certificates, have been pledged as additional security for the Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the City, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between
each registered owner hereof and the City.
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
xxxxx xxxxx
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
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It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the proceedings adopted by the City as described in the text of this Certificate of
Obligation; and that this Certificate of Obligation has been issued in exchange for or replacement
of a Certificate of Obligation of an issue which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated: _______________ The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By:
Authorized Representative
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE CERTIFICATES UPON INITIAL DELIVERY THEREOF
COMPTROLLER'S CERTIFICATE
OFFICE OF COMPTROLLER §
REGISTER NO. ________
STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Certificate has been examined by him as
required by law, and that he finds that it has been issued in conformity with the Constitution and
laws of the State of Texas, and that it is a valid and binding obligation of the City of College
Station, Texas, payable in the manner provided by and in the ordinance authorizing same, and
said Certificate has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this ___________________.
__________________________________________
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE: *to accompany initial certificates only.
FORM OF ASSIGNMENT
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints:
____________________________________, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: __________________.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
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EXHIBIT B
PROCEDURES REGARDING COMPLIANCE WITH FEDERAL TAX AND
CONTINUING DISCLOSURE COVENANTS
This Exhibit is intended to assist the City of College Station (the "City") in complying
with the federal income tax covenants and securities disclosure covenants as they apply to the
issuance of tax-exempt debt securities such as the Certificates of Obligation (the "Obligations").
These procedures should be read together with any federal tax certifications, bond covenants,
letters or memoranda from bond counsel and any attachments thereto (collectively, the "Closing
Documents"). Failure to comply with federal guidelines could have serious consequences for
investors, the City and its officials.
These procedures shall apply to the Obligations, until they are superseded by a change in
circumstances at which time the City's bond counsel will propose new procedures to be adopted.
I. FEDERAL TAX LAW
1. Arbitrage Compliance.
Arbitrage refers to the difference between the interest paid on tax-exempt Obligations and
the interest earned by investing the proceeds of tax-exempt Obligations in higher-yielding
investments. Such higher-yielding investments could take the form of loans, securities, real
property, personal property, or other investments that could yield a profit to the City. Federal
income tax laws generally restrict the ability to earn arbitrage utilizing the proceeds of tax-
exempt Obligations. Generally, any profit from investing Obligation proceeds at a yield above
the yield paid on the Obligations belongs to the federal government and must be rebated to the
federal government. If the City fails to comply federal tax guidelines, Obligations could be
deemed to be “arbitrage bonds” by the Internal Revenue Service (the “IRS”), which would
expose the City to monetary liability from the City’s investors.
The arbitrage yield on the Obligations is set forth on the IRS Form 8038-G.
The Executive Director of Business Services and the City Treasurer (including such other
employees of the City who report to such officers) (collectively, the "Responsible Person") will
review the Closing Documents periodically (at least once a year) to ascertain if an exception to
arbitrage compliance applies.
a. Procedures applicable to the Obligation. The Responsible Person shall undertake
the following procedures.
i. If the City plans to spend funds currently on hand for a future project with
the intent to later repay such funds from a debt issue, the Responsible
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Person shall contact Bond Counsel to obtain advice regarding a
reimbursement resolution. The Responsible Person shall maintain any
official action of the City (such as a reimbursement resolution) stating the
City's intent to reimburse with the proceeds of the Obligations any amount
expended prior to the Issue Date for the acquisition, renovation or
construction of the Project.
ii. The Responsible Person shall ensure that the applicable information return
(e.g., U.S. Internal Revenue Service ("IRS") Form 8038-G, 8038-GC, or
any successor forms) is timely filed with the IRS.
iii. If proceeds of the Obligations are to be invested in interest-earning
investments, assure that, unless excepted from rebate and yield restriction
under section 148(f) of the Code, excess investment earnings are
computed and paid to the U.S. government at such time and in such
manner as directed by the IRS (i) at least every 5 years after the Issue Date
and (ii) within 30 days after the date the Obligations are retired. If
proceeds of the Obligations are to be invested in interest-earning
investments, the Responsible Person should contact the City's arbitrage
consultant regarding such matters.
iv. The Responsible Person shall monitor all amounts deposited into a sinking
fund or funds pledged (directly or indirectly) to the payment of the
Obligations, such as the Interest and Sinking Fund (the "I&S Fund"), to
assure that the maximum amount invested within such applicable fund at a
yield higher than the yield on the Obligations does not exceed an amount
equal to the debt service on the Obligations in the succeeding 12 month
period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding 12-
month period.
NOTE: the purpose of the I&S Fund is to achieve a proper
matching of revenues with principal and interest payments within
each fiscal year. The I&S Fund should be used a mechanism for
payment of current debt service and not as a long-term investment
fund for debt service many years in the future.
v. The Responsible Person shall ensure that no more than 50% of the
proceeds of the Obligations are invested in an investment with a
guaranteed yield for 4 years or more.
b. With respect to the investment and expenditure of the proceeds of the Obligations
that are issued to finance public improvements or to acquire land or personal
property, the Responsible Person shall undertake the following.
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i. The Responsible Person shall instruct the persons who are primarily
responsible for the construction, renovation or acquisition of the facilities
financed with Obligations (the “Project”) that the Project must (i) proceed
with due diligence toward completion and that (ii) binding contracts for
the expenditure of at least 5% of the proceeds of the Obligations will be
entered into within six (6) months of the date of closing of the Obligations
(the “Issue Date”). The Responsible Person shall monitor that the above
requirements are satisfied.
ii. The Responsible Person shall monitor that at least 85% of the proceeds of
the Obligations to be used for the construction, renovation or acquisition
of the Project are expended within three years of the Issue Date.
iii. The Responsible Person shall monitor investment of proceeds of the
Obligations and restrict the yield of the investments to the yield on the
Obligations after three years of the Issue Date.
iv. To the extent that there are any unspent proceeds of the Obligations at the
time the Obligations are later refunded, or if there are unspent proceeds of
the Obligations that are being refunded by a new issuance of Obligations,
the Responsible Person shall continue monitoring the expenditure of such
unspent proceeds to ensure compliance with federal tax law with respect
to both the refunded Obligations and any Obligations being issued for
refunding purposes, and shall contact Bond Counsel as necessary.
B. Private Business Use.
Generally, the proceeds of tax-exempt Obligations may not inure to the benefit of entities
other than state or local governments (“private business use”). Private business use occurs
whenever Obligation proceeds are used to benefit any entity other than a state or local
government, including nonprofit corporations and the federal government.
A series of Obligations may lose their tax-exempt status if: (i) more than 10% of the
proceeds of the Obligations are to be used for any private business use and the payment of the
principal or interest on more than 10% of the proceeds of the Obligations is secured by or
payable from property used for a private business use, or (ii) the amount of proceeds of the
Obligations used to make loans to borrowers other than state and local governments exceeds the
lesser of 5% of the proceeds or $15 million.
With respect to the use of the facilities financed or refinanced with the proceeds of the
Obligations, the Responsible Person shall undertake the following to ensure the Obligations do
not violate private business use tests.
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a. The Responsible Person shall develop procedures or a “tracking system” to
identify, log and record all property financed with tax-exempt debt and identify
the issue of Obligations used to finance such property.
b. The Responsible Person shall monitor and record the date on which the Project is
substantially complete and available to be used for the purpose intended.
c. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has any contractual
right (such as a lease, research contract, naming rights agreement, purchase
contract, management agreement or other service agreement) with respect to any
portion of the Project.
d. Before entering into any private business use arrangement that involves the use of
the Project, the Responsible Person must obtain a description of the proposed
private business use arrangement and determine whether such arrangement, if put
into effect, will be consistent with the restrictions on private business use of the
Project. In connection with the evaluation of any proposed private business use
arrangement, the Responsible Person should consult with Bond Counsel to
discuss whether such arrangement, if put into effect, will be consistent with the
restrictions on private business use of the Project, and, if not, whether any
“remedial action” permitted under federal guidelines may be taken as a means of
enabling such private business use without adversely affecting the tax-exempt
status of the Obligations.
e. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has a right to use the
output of the Project (e.g., water, gas, electricity, capacity) on any basis other than
standard rates and charges.
f. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, has a naming right
for the Project or any other contractual right granting an intangible benefit.
g. Prior to any sale of property owned by the City (real or personal), the Responsible
Person must confirm whether such property was financed with tax-exempt debt,
and if so, determine whether the proposed disposition of the property could
impact the tax-exempt status of the series of Obligations that financed the
acquisition of such property.
h. The Responsible Person shall take any action necessary to remediate any failure
to maintain compliance with the covenants contained in the ordinance authorizing
the issuance of the applicable series of Obligations.
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C. Record Retention.
The Responsible Person will maintain or cause to be maintained all records relating to the
investment and expenditure of the proceeds of the Obligations and the use of the Project financed
or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of
Obligations, such records shall be maintained until the three (3) years after the refunding
Obligations mature or are otherwise paid off. Such records can be maintained in paper or
electronic format.
For purposes of these procedures, the Memorandum of Bond Counsel dated December 1,
2011 styled "Certain Federal Income Tax Considerations for Record Retention – Record
Management Program and Periodic Compliance Review" in incorporated herein and should be
reviewed periodically, at least once per year, by the Responsible Person.
D. Responsible Person & Continuity.
Each Responsible Person shall receive appropriate training regarding the City’s
accounting system, contract intake system, facilities management and other systems necessary to
track the investment and expenditure of the proceeds and the use of the facilities financed with
the proceeds of the Obligations. The foregoing notwithstanding, the Responsible Person is
authorized and instructed to retain such experienced advisors and agents as may be necessary to
carry out the purposes of these instructions.
Prior to cessation of employment with the City, the Responsible Person should identify
their successor to maintain compliance with these procedures.
II. FEDERAL SECURITIES LAW
Obligations, whether taxable or tax-exempt, sold in a public offering in an amount of
$1 million or more are subject to Rule 15c2-12 (the “Rule”) of the United States Securities and
Exchange Commission (the “SEC”). Additionally, the City may have covenanted to comply
with the Rule even with respect to Obligations that would otherwise be exempt from the Rule
(e.g., Obligations sold in a private placement or Obligations sold in an amount less than
$1 million). Pursuant to the Rule, the City is required to make annual filings of certain
information, as well as make filings upon the occurrence of certain specified events. All filings
must be made with the Municipal Securities Rulemaking Board (the “MSRB”) through its
Electronic Municipal Market Access System (“EMMA”) at emma.msrb.org.
A. Annual Filings.
The City must file the information listed below with EMMA within six (6) months of
each fiscal year end for so long as the respective series of Obligations remains outstanding. The
City’s fiscal year ends on September 30 of each year. Therefore, the City must provide updated
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information by March 31 of the subsequent year. If audited financial statements are not available
by March 31, the City must provide unaudited financial information by such date and provide
audited financial statements when such statements become available. The City must file each of
the following items with EMMA:
(1) The City’s audited financial statements; and
(2) An update of the financial tables included in the Official Statement used in
connection with the Obligations as described under the caption "Continuing
Disclosure of Information". The information should be from the most recent
fiscal year end.
The Responsible Person must compile, prepare and make such filings within the required
time, or, alternatively, contract with a third-party, such as the City’s financial advisor, to make
such filings on the City’s behalf.
B. Notices of Specified Events.
The City must provide notice of any of the following events with respect to the
Obligations to the MSRB in a timely manner (but not in excess of ten business days after the
occurrence of the event):
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the IRS of proposed or final determinations
of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material
notices or determinations with respect to the tax status of the Obligations, or other
material events affecting the tax status of the Obligations;
(7) Modifications to rights of Obligation holders, if material;
(8) Obligations calls (includes redemptions and other early payments), if material,
and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Obligations, if
material;
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(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent or the change of name of a
paying agent, if material; and
(15) In a timely manner, notice of a failure of the City to make the required annual
filings listed in Subsection II(A) above.
The Responsible Person should review this list at regular intervals to determine whether
any event has occurred that may require a filing with EMMA.
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EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
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 below (and included in the Appendix
or under the headings of the Official Statement referred to):
1. The "Annual Financial Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following tables, but
for the most recently concluded fiscal year: Tables 1 through 6 and 8 through 20.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 described above, as
such principles may be changed from time to time to comply with state law or regulation.
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EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
186
June 13, 2013
Regular Agenda Item No. 5
Consider Ordinance Issuing General Obligation Improvement and Refunding Bonds
To: Kathy Merrill, Interim City Manager
From: Jeff Kersten, Executive Director of Business Services
Agenda Caption: Presentation, possible action and discussion on an ordinance
authorizing the issuance of up to $23,000,000 in principal amount of “City of College
Station, Texas General Obligation Improvement and Refunding Bonds, Series 2013”;
delegating the authority to certain City Officials to execute certain documents relating to the
sale of the Bonds; approving and authorizing instruments and other procedures relating to
said bonds; and enacting other provisions relating to the subject.
Relationship to Strategic Goals: Financially Sustainable City, and Providing Core Services
and Infrastructure.
Recommendation(s): Council move to approve the ordinance authorizing the issuance
and sale of up to $23,000,000 in “General Obligation Improvement and Refunding Bonds,
Series 2013”; delegating the authority to certain City Officials to execute certain documents
relating to the sale of the Bonds; approving and authorizing instruments and other
procedures relating to said bonds; and enacting other provisions relating to the subject.
Summary: The City has the opportunity to refund a portion of its General Obligation
Improvement Bonds, Certificates of Obligation and Utility Revenue Bonds in order to achieve
savings due to lower interest rates that are currently available. The City's Financial Advisor,
Drew Masterson with First Southwest Company has presented the City with an opportunity
to issue refunding bonds for several of our outstanding General Obligation Improvement
Bonds, Certificates of Obligation and Utility Revenue Bond issues. Refunding is issuing new
debt to replace and pay off existing debt. Refunding can be done for a number of reasons;
however, most often are used to accrue a savings against the current debt.
The bonds that are proposed to be refunded are:
Certificates of Obligation, Series 2005 $ 2,320,000
General Obligation Bonds, Series 2005 $ 3,580,000
Utility System Revenue Refunding Bonds, Series 2005A $ 1,210,000
Utility System Revenue Bonds, Series 2005
$12,640,000
$ 5,530,000
The City Council's Finance and Budgetary Policies allow for the City to "refund" debt when
there is a net present value savings of at least 5%. The opportunity that is currently before
the City Council will save the City approximately 9.691% over the remaining life of the
issues. The net present value savings includes the debt issuance costs. If this ordinance
is approved, the City Council will be delegating to the Mayor, the Interim City
Manager and the Executive Director of Business Services the authority to effect
the refunding and the bond sale when the net present value savings on the
refunding achieves at least the 5% threshold through December 13, 2013.
Currently, the net present value savings is above the 5% threshold, however, if
the net present value savings should fall below the 5%, this will provide an
opportunity to reach the 5% threshold over the next 6 months in order to
generate as much savings as possible for the City.
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Refundings are typically done as negotiated sales rather than our normal bidding process.
In a negotiated sale, a consortium of investment firms is selected with one firm named as
the managing partner for the sale. The sale is negotiated and pricing is verified against
pricing for similar instruments within a few days of the actual sale date to make sure that
the City is getting good pricing for its debt.
The City Council is authorized to approve the issuance of General Obligation Improvement
Bonds which have been authorized by a vote of the citizens. The Citizens approved a total
of $76,950,000 on November 4, 2008. By approving the ordinance, the Council will issue
$9,250,000 from the 2008 authorization. This is the fifth bond sale from the 2008 bond
authorization. The 2008 authorization provides for a 7 year capital plan.
The City of College Station typically issues debt to fund various capital projects identified
and approved as a part of the annual budget. This particular debt issue is planned to
provide resources for street and transportation projects, pedestrian improvements, hike and
bike trails, and parks and park facilities improvements.
Budget & Financial Summary: Based on current estimates, the refunding will reduce the
overall cost of the refunded bonds by at least 9.691% over the remaining life of the existing
bonds. Total net present value savings will be at least $1,225,038. The average annual
savings will range between $34,800 and $156,368 per year. The savings will help the City
by providing an additional margin that Council may choose to use for projects not currently
funded by an identified source.
Staff reviewed the impact of the general obligation improvement bonds will have on City's
ability to meet debt service requirements and the effect they may have on the ad valorem
tax rate. The recommendation to move forward with this issue will not impact the ad
valorem tax rate.
Attachments:
1. Ordinance
2. Preliminary Official Statement – A copy will be place in the City Secretary’s Office
3. Debt Issuance 2013.
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ORDINANCE NO. 2013-______
AUTHORIZING THE ISSUANCE OF UP TO $23,000,000 IN PRINCIPAL
AMOUNT OF "CITY OF COLLEGE STATION, TEXAS GENERAL
OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2013";
DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING TO SAID BONDS; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
WHEREAS, it is deemed advisable and to be in the best interest of the City of College
Station (the "City") that certain bonds authorized at elections previously held in the City be
combined in a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold
being as follows as may be modified by the Pricing Officer (defined below):
DATE OF
ELECTION
AMOUNT
AUTHORIZED PURPOSE
AMOUNT
PREVIOUSLY
SOLD
AMOUNT
ISSUED
HEREIN
November 4, 2003 $17,980,000 Street & transportation improvements $17,980,000 $0
November 4, 2003 $7,610,000 Municipal complex improvements $3,955,000 $0
November 4, 2008 $48,785,000 Street & transportation improvements $16,360,000 $__
November 4, 2008 $8,385,000 City library improvements $0 $0
November 4, 2008 $12,790,000 Park & recreation improvements $3,840,000 $__
Total $95,550,000 $42,135,000 $__
WHEREAS, this City Council finds and determines that it is necessary and proper to
order the issuance, sale and delivery of such voted bonds;
WHEREAS, the City has previously issued, and there are presently outstanding, revenue
bonds of the City secured by a pledge of revenues derived by the City from the ownership and
operation of the City's Utility System (consisting of the City's combined municipal electric light
and power, waterworks and sewer system), and general obligation bonds and certificates of
obligation which are secured by the full faith and credit of the City and a pledge by the City to
levy ad valorem taxes sufficient to pay principal of and interest on the bonds and certificates of
obligation as they become due and a pledge of surplus revenues of the Utility System to further
secure the certificates of obligation;
WHEREAS, the City now desires to refund all or part of the outstanding revenue bonds,
general obligation bonds and certificates of obligation described in Schedule I attached hereto
and incorporated herein (collectively, the "Eligible Obligations"), and those Eligible Obligations
designated by the Pricing Officer, as defined below, to be refunded are herein referred to as the
"Refunded Obligations";
WHEREAS, Chapter 1207, Texas Government Code, authorizes the City to issue
refunding bonds and to deposit the proceeds from the sale thereof, together with any other
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available funds or resources, directly with a paying agent for the Refunded Obligations or a trust
company or commercial bank that does not act as a depository for the City and is named in these
proceedings, and such deposit, if made before the payment dates of the Refunded Obligations,
shall constitute the making of firm banking and financial arrangements for the discharge and
final payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the City to enter
into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust
company or commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City
and such paying agent or trust company or commercial bank may agree;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the City to refund the Refunded Obligations in order to achieve a debt service
savings, with such savings, among other information and terms to be included in the Purchase
Agreement described in Section 18 of this Ordinance to be executed by the Pricing Officer
(hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas
Government Code;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized;
WHEREAS, the City is an "Issuer" within the meaning of Section 1371.001(4)(P), Texas
Government Code, having (i) a principal amount of at least $100 million in outstanding long-
term indebtedness, in long-term indebtedness proposed to be issued, or in a combination of
outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness
outstanding or proposed to be issued that is rated in one of the four highest rating categories for
long-term debt instruments by a nationally recognized rating agency for municipal securities,
without regard to the effect of any credit agreement or other form of credit enhancement entered
into in connection with the obligation;
WHEREAS, the bonds hereinafter authorized to be issued were voted and are to be
issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas
Government Code Chapters 1207, 1331 and 1371, as amended, and the City's Home Rule
Charter; and
WHEREAS, 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 time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Ordinance, was given, all as required by the applicable provisions of Texas Government
Code Chapter 551;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
Section 1. AUTHORIZATION OF BONDS. That said City's General Obligation
Improvement and Refunding Bonds, to be designated the "City of College Station, Texas
General Obligation Improvement and Refunding Bonds, Series 2013", are hereby authorized to
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be issued and delivered in the principal amount not to exceed $23,000,000 for the public purpose
of (i) refunding the Refunded Obligations; (ii) construction of street and transportation
improvements throughout the City including traffic signals, sidewalks, hike and bike trails and
pedestrian improvements; (iii) construction of park and park facilities improvements; (iv) the
payment of fiscal, engineering and legal fees incurred in connection with such projects; and (v)
to pay the costs incurred in connection with the issuance of the Bonds (collectively, the
"Projects").
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as
amended, the Mayor, the Interim City Manager and the Executive Director of Business Services
of the City (each the "Pricing Officer") are each hereby authorized to act severally on behalf of
the City in selling and delivering the Bonds, carrying out the other procedures specified in this
Ordinance, including, determining the date of the Bonds, any additional or different designation
or title by which the Bonds shall be known, whether the Bond shall be sold and delivered in one
or more series and the date and sale and delivery of each such series, the price at which the
Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in
each of such years, the rate of interest to be borne by each such maturity, the interest payment
and record dates, the price and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and
obtaining municipal insurance for all or any portion of the Bonds and providing for the terms and
provisions thereof applicable to the Bonds, all of which shall be specified in the Purchase
Agreement; provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed
$23,000,000, with no more than $13,500,000 of such amount to be issued for the
purposes described in Section 1(i) and Section 1(v), and no more than $9,500,000 of such
amount issued for the construction of improvements described in Sections 1(ii) through
1(v) hereof;
(ii) the true interest cost of the Bonds shall not exceed 4.500% per annum;
(iii) the refunding must produce present value debt service savings of at least
5.000%, net of any City contribution;
(iv) the net effective interest rate on the Bonds shall not exceed the maximum
rate set forth in Chapter 1204, Texas Government Code, as amended;
(v) the final maturity of the Bonds shall not exceed February 15, 2033;
(vi) the delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to December 13, 2013; and
(vii) on or prior to delivery, the Bonds shall be rated by a nationally recognized
rating agency for municipal securities in one of the four highest categories for long-term
obligations.
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(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer
shall establish an amount that, when combined with premium used for purposes other than the
payment of costs of issuance, does not exceed the amount authorized in Subsection (a) hereof,
which shall be sufficient in amount to provide for the purposes for which the Bonds are
authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to
such terms as set forth in the Purchase Agreement as described in Section 18 herein.
Section 3. CHARACTERISTICS OF THE BONDS. (a) The City shall keep or cause to
be kept at the corporate trust office in Dallas, Texas (the "Designated Trust Office") of The Bank
of New York Mellon Trust Company, N.A., or such other bank, trust company, financial
institution, or other agency named in accordance with the provisions of (g) below (the "Paying
Agent/Registrar"), books or records for the registration and transfer of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar 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 Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be
the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the
Registration Books the address of the registered owner of each Bond to which payments with
respect to the Bonds shall be mailed, as herein provided. The City or its designee shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar at its Designated Trust Office, 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. Registration of each Bond may be transferred in the
Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar
at its Designated Trust 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 the assignment of such Bond, or any portion thereof in any
Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or
assignees to have such Bond or any such portion thereof registered in the name of such assignee
or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new
substitute Bond or Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books
at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether or not such Bond shall be overdue, and the City and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of, or on account of, the principal of,
premium, if any, and interest on any such Bond shall be made only to such registered owner. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds, and to act as its agent to exchange or
replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the
Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance.
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(d) Each Bond may be exchanged for fully registered Bonds in the manner set forth
herein. Each Bond issued and delivered pursuant to this Ordinance may, upon surrender thereof
at the Designated Trust Office of the Paying Agent/Registrar, together with a written request
therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their
duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the
Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as
appropriate, be exchanged for fully registered Bonds, without interest coupons, in the form
prescribed in the FORM OF BOND, in an Authorized Denomination (subject to the requirement
hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested
in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the principal amount of any Bond or Bonds so surrendered, and payable to the
appropriate registered owner, assignee, or assignees, as the case may be. If any Bond or portion
thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same
principal maturity date and bear interest at the same rate as the Bond for which it is being
exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein,
and each fully registered Bond or Bonds delivered in exchange for or replacement of any Bond
or portion thereof as permitted or required by any provision of this Ordinance shall constitute
one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It
is specifically provided, however, that any Bond delivered in exchange for or replacement of
another Bond prior to the first scheduled interest payment date on the Bonds (as stated on the
face thereof) shall be dated the same date as such Bond, but each substitute Bond so delivered on
or after such first scheduled interest payment date shall be dated as of the interest payment date
preceding the date on which such substitute Bond is delivered, unless such substitute Bond is
delivered on an interest payment date, in which case it shall be dated as of such date of delivery;
provided, however, that if at the time of delivery of any substitute Bond the interest on the Bond
for which it is being exchanged has not been paid, then such substitute Bond shall be dated as of
the date to which such interest has been paid in full. On each substitute Bond issued in exchange
for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed
thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in
the FORM OF BOND (the "Authentication Certificate"). An authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such substitute Bond, date such
substitute Bond in the manner set forth above, and manually sign and date the Authentication
Certificate, and no such substitute Bond shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Bonds surrendered for exchange or replacement. 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 exchange or replacement of any Bonds or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bond in
the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of
exchange or replacement of any Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of Authentication Certificate, the exchanged or
replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which originally were delivered pursuant to this Ordinance, approved
by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City
nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond so selected for
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redemption, in whole or in part, within 45 calendar days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the
registered owner of the uncalled principal of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion
thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of
and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and
(vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers of Bonds, but the registered owner of any Bond requesting such
transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The registered owner of any Bonds requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any
such Bond or portion thereof, together with any taxes or governmental charges required to be
paid with respect thereto, all as a condition precedent to the exercise of such privilege of
exchange, except, however, that in the case of the exchange of an assigned and transferred Bond
or Bonds or any portion or portions thereof in an Authorized Denomination, as provided in this
Ordinance, such fees and charges will be paid by the City. In addition, the City hereby
covenants with the registered owners of the Bonds 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 Bonds, when due, and (ii) pay the fees and charges of
the Paying Agent/Registrar for services with respect to the transfer or registration of Bonds
solely to the extent above provided, and with respect to the exchange of Bonds solely to the
extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while
the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be
one entity. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the
event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants
that it will promptly appoint a competent and legally qualified national or state banking
institution which shall be a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise trust powers,
subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
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Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of the
Authentication Certificate, the form of Assignment and the form of Registration Certificate of
the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially
issued and delivered pursuant to this Ordinance, shall be in substantially the form as set forth in
Exhibit A to this Ordinance, shall be numbered consecutively from R-1 upward, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance,
and with the FORM OF BOND to be modified pursuant to, and completed with information set
forth in the Purchase Agreement. The printer of the Bonds is hereby authorized to print on the
Bonds (i) the form of bond counsel's opinion relating to the Bonds, and (ii) an appropriate
statement of insurance furnished by a municipal bond insurance company providing municipal
bond insurance, if any, covering all or any part of the Bonds.
Section 5. DEFINITIONS. That the term "Authorized Denomination" shall mean a
denomination of $5,000 of principal amount of a Bond or any integral multiple thereof; the term
"Bonds" shall mean the City of College Station, Texas General Obligation Improvement and
Refunding Bonds, Series 2013; the term "Business Day" means a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the City are authorized by law or executive
order to close; the term "MSRB" means the Municipal Securities Rulemaking Board; the term
"Rule" means SEC Rule 15c2 12, as amended from time to time; and the term "SEC" means the
United States Securities and Exchange Commission.
Section 6. LEVY OF TAX; INTEREST AND SINKING FUND.
(a) That a special fund or account, to be designated the "City of College Station,
Texas Series 2013 Improvement and Refunding Bond Interest and Sinking Fund" (the "Interest
and Sinking Fund") is hereby created and shall be established and maintained by the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of
the City, and shall be used only for paying the interest on and principal of the Bonds. All ad
valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the
Bonds are outstanding and unpaid, the governing body of the City shall compute and ascertain
the rate and amount of ad valorem tax, based on the latest approved tax rolls of the City, with full
allowances being made for tax delinquencies and the cost of tax collections, which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such
interest comes due, and to provide a sinking fund to pay the principal (including mandatory
sinking fund redemption payments, if any) of the Bonds as such principal matures or comes due
through operation of the mandatory sinking fund redemption, if any, but never less than 2% of
the original amount of the Bonds as a sinking fund each year. The rate and amount of ad
valorem tax is hereby ordered to be levied against all taxable property in the City for each year
while any of the Bonds is outstanding and unpaid, and the ad valorem tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Sinking Fund. Ad
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valorem taxes necessary to pay the interest on and principal of the Bonds, as such interest comes
due and such principal matures, are hereby pledged for such payment, within the limit prescribed
by law.
Section 7. TRANSFER. That the City shall do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest due on the Bonds.
Section 8. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this
Ordinance shall be secured in the manner and to the fullest extent permitted or required by law
for the security of public funds, and such Interest and Sinking Fund shall be used only for the
purposes and in the manner permitted or required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. That in the event any outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as
the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the
manner hereinafter provided.
(b) Application for Replacement Bonds. That application for replacement of
damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner
thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
registered owner applying for a replacement Bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. That notwithstanding the foregoing provisions of this
Section, in the event any such Bond shall have matured, and no default has occurred which is
then continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. That prior to the issuance of any
replacement Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond
with all legal, printing, and other expenses in connection therewith. Every replacement Bond
issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen,
or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or
destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly
issued under this Ordinance.
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(e) Authority for Issuing Replacement Bonds. That in accordance with Section
1201.067, Texas Government Code, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement Bond without necessity of further action by the City or any
other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 5(d) of
this Ordinance for Bonds issued in conversion and exchange of other Bonds.
Section 10. FEDERAL INCOME TAX MATTERS. That the City covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment
of the Bonds as obligations described in section 103 of the Code, the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so
used, that amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Bonds (less
amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used
for a "private business use" which is "related" and not "disproportionate", within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with –
(1) proceeds of the Bonds invested for a reasonable temporary period of three
years or less until such proceeds are needed for the purpose for which the Bonds are
issued,
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(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United
States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of
the amount then required to be paid as a result of Excess Earnings under section 148(f) of the
Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance of the Bonds. It is the understanding of the City that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,
as applicable to the Bonds, 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 exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the City
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City
hereby authorizes and directs the Mayor, the Interim City Manager, any Assistant City Manager
and the Executive Director of Business Services, severally, to execute any documents,
certificates or reports required by the Code, and to make such elections on behalf of the City
which may be permitted by the Code as are consistent with the purpose for the issuance of the
Bonds.
In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
Section 11. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for the expenditure of proceeds from the sale of
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the Bonds and any investment earnings thereon to be used for the purposes described in Section
1 of this Ordinance (such purpose referred to in this Section and Section 12 as a "Project") on its
books and records by allocating proceeds to expenditures within 18 months of the later of the
date that (a) the expenditure on a Project is made or (b) such Project is completed. The
foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more
than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the Bonds or
(b) the date the Bonds are retired, unless the City obtains an opinion of nationally-recognized
bond counsel substantially to the effect that such expenditure will not adversely affect the tax-
exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with
this covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 12. DISPOSITION OF PROJECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the
portion of the property comprising personal property and disposed in the ordinary course shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 13. PROCEDURES TO MONITOR COMPLIANCE WITH TAX
COVENANTS. The City hereby adopts the procedures attached hereto as Exhibit B as a means
of monitoring compliance with the federal tax covenants made by the City herein.
Section 14. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS. That the
Executive Director of Business Services of the City is hereby authorized to have control of the
Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such certificate. The Bonds thus registered shall
remain in the custody of the Executive Director of Business Services (or the designee thereof)
until delivered to the Underwriter (as defined in Section 18 of this Ordinance).
Section 15. DTC REGISTRATION. That the Bonds initially shall be issued and
delivered in such manner that no physical distribution of the Bonds will be made to the public,
and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Bonds. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Bonds initially
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authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO.,
the nominee of DTC. It is expected that DTC will hold the Bonds on behalf of the Underwriter
and its participants. So long as each Bond is registered in the name of CEDE & CO., the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. It is expected that DTC will maintain a book-entry system which will
identify ownership of the Bonds in Authorized Denominations, with transfers of ownership being
effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Bonds except as hereinafter provided. The City is not responsible or
liable for any functions of DTC, will not be responsible for paying any fees or charges with
respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing
the records of DTC or its participants, or protecting any interests or rights of the beneficial
owners of the Bonds. It shall be the duty of the DTC Participants, as defined in the Official
Statement herein approved, to make all arrangements with DTC to establish this book-entry
system, the beneficial ownership of the Bonds, and the method of paying the fees and charges of
DTC. The City does not represent, nor does it in any way covenant that the initial book-entry
system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Ordinance, substitute Bonds will be duly
delivered as provided in this Ordinance, and there will be no assurance or representation that any
book-entry system will be maintained for such Bonds. In connection with the initial
establishment of the foregoing book-entry system with DTC, the City heretofore has executed a
"Blanket Letter of Representations" prepared by DTC in order to implement the book-entry
system described above.
Section 16. CONTINUING DISCLOSURE OBLIGATION.
(a) Annual Reports. (i) The City shall provide annually to the MSRB, in an
electronic format as prescribed by the MSRB, within six months after the end of each fiscal year
ending in or after 2013, financial information and operating data with respect to the City of the
general type included in the final Official Statement authorized by Section 18 of this Ordinance,
being the information described in Exhibit C hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit C, 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 the MSRB, when and if the audit report on such statements become
available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant
to this Section. The financial information and operating data to be provided pursuant to
this Section may be set forth in full in one or more documents or may be included by
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specific reference to any document that is available to the public on the MSRB's internet
website or filed with the SEC. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner (but not in excess of ten Business Days after the
occurrence of the event) of any of the following events with respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701–TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of Bondholders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated
person (which is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent, or similar officer for the City in a
proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement,
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or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Ordinance or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Bonds, and nothing in this Section, express or
implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder
to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section 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 Section 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under
this Section shall comprise a breach of or default under this Ordinance for purposes of
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any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake such
obligation with respect to the Bonds in accordance with the Rule as amended. The
provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule,
taking into account any amendments or interpretations of the Rule since such offering as
well as such changed circumstances and (2) either (a) the registered 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 Bonds consent to
such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Bonds. If the City so
amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Procedures to Monitor Compliance with Continuing Disclosure Covenants. The
City hereby adopts the procedures attached hereto as Exhibit B as a means of monitoring
compliance with the continuing disclosure covenants made by the City herein.
Section 17. DEFEASANCE. (a) Deemed Paid. Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsection (e) of this Section, when payment
of the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due date
by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance
with an escrow agreement or other instrument (the "Future Escrow Agreement") for such
payment (1) lawful money of the United States of America sufficient to make such payment or
(2) Defeasance Securities that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due
and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
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aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or
entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this
Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at
the written direction of the City be invested in Defeasance Securities, maturing in the amounts
and times as hereinbefore set forth, and all income from such Defeasance Securities received by
the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon,
with respect to which such money has been so deposited, shall be turned over to the City, or
deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to which
the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Securities, with respect to which such money has been so deposited, shall be remitted
to the City or deposited as directed in writing by the City.
(c) Selection of Defeased Bonds. In the event that the City elects to defease less than
all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or
cause to be selected, such amount of Bonds by such random method as it deems fair and
appropriate.
(d) Defeasance Securities. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America, (ii) 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 bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the governing body of the City adopts or approves the proceedings authorizing the issuance
of refunding bonds, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent and (iv) any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(e) Continuing Duty of Paying Agent/Registrar. Until all Bonds defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Bonds shall perform the services of Paying Agent/Registrar for such Bonds the same as if they
had not been defeased, and the City shall make proper arrangements to provide and pay for such
services.
Section 18. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions of Section 1 and Section 2 hereof through a negotiated
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sale and pursuant to the terms and provisions of a purchase contract (the "Purchase Agreement"),
the terms and provisions of which are to be determined by the Pricing Officer in accordance with
Section 2 hereof, and in which the purchaser or purchasers of the Bonds (the "Underwriter")
shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase
Agreement for an on behalf of the City. The Bonds shall initially be registered in the name of
the Underwriter or its designee.
(b) The City hereby approves the form and content of the draft preliminary official
statement relating to the Bonds in the form attached hereto as Exhibit D and any addenda,
supplement or amendment thereto, and approves the distribution of such preliminary official
statement in the reoffering of the Bonds by the Underwriter in final form, with such changes
therein or additions thereto as the Pricing Officer executing the same may deem advisable. The
Pricing Officer is hereby authorized, in the name and on behalf of the City, to approve,
distribute, and deliver a final preliminary official statement and a final official statement relating
to the Bonds to be used by the Underwriter in the marketing of the Bonds.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the
Bonds, to obtain from a municipal bond insurance company so designated in the Purchase
Agreement (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support
of the Bonds. To that end, should the Pricing Officer exercise such authority and commit the
City to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect,
the requirements of the Insurer relating to the issuance of the Insurance Policy are incorporated
by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any
other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to
execute any documents to effect the issuance of the Insurance Policy by the Insurer.
(d) The Mayor and Mayor Pro Tem, the Interim City Manager, the Executive
Director of Business Services and City Secretary, shall be and they are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City a Paying Agent/Registrar Agreement with the Paying Agent/Registrar
and all other instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds,
any Purchase Agreement and the Official Statement. In case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer
had remained in office until such delivery.
Section 19. FURTHER PROCEDURES. That the Mayor, the City Secretary, the Interim
City Manager, the Executive Director of Business Services of the City, any Assistant City
Manager, and all other officers, employees, and agents of the City, and each of them, shall be
and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Ordinance, and the sale and delivery of the Bonds and fixing all details in connection
therewith. The City Council hereby authorizes the payment of the fee of the Office of the
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Attorney General of the State of Texas for the examination of the proceedings relating to the
issuance of the Bonds, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code.
Section 20. CONSTRUCTION FUND; USE OF PROCEEDS.
(a) The City hereby creates and establishes and shall maintain on the books of the
City a separate fund to be entitled the "Series 2013 Bond Construction Fund" (the "Construction
Fund") for use by the City for payment of all lawful costs associated with the acquisition and
construction of the projects described in the preambles to this Ordinance.
(b) The proceeds from the sale of the Bonds shall be deposited, on the date of closing,
in the manner described in a letter of instructions prepared by the City or on behalf of the City by
the City's financial advisor. The foregoing notwithstanding, proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Sinking Fund. Any
amounts remaining after completion of the improvements described in Section 1 hereof shall be
transferred FIRST to the Rebate Fund, to the extent required by Section 10 hereof, and
THEREAFTER to the Interest and Sinking Fund.
Section 21. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Bonds may be used along with other proceeds for the
construction of the permanent improvements set forth in Section 1 hereof for which the Bonds
are issued; provided that after completion of such permanent improvements, if any of such
interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that any interest earnings on proceeds which are
required to be rebated to the United States of America pursuant to this Ordinance hereof in order
to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as
interest earnings for the purposes of this Section.
Section 22. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Pricing
Officer is further authorized to enter into and execute on behalf of the City with the escrow agent
named therein, an escrow or similar agreement, in the form and substance as presented at the
meeting at which this Ordinance was adopted, which agreement will provide for the payment in
full of the Refunded Obligations. In addition, the Pricing Officer is authorized to purchase such
securities, to execute such subscriptions for the purchase of the Escrowed Securities, (as defined
in the agreement), if any, and to authorize such contributions to the escrow fund as provided in
the agreement.
Section 23. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) The City hereby directs that certain of the Refunded Obligations be called for
redemption on the dates and as set forth in the Escrow Agreement. Each of such Refunded
Obligations shall be redeemed at the redemption price of par plus accrued interest. The Pricing
Officer is hereby authorized and directed to issue or cause to be issued the Notices of
Redemption of the Refunded Obligations.
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(b) In addition, the paying agent/registrars for the Refunded Obligations are hereby
directed to provide the appropriate notices of redemption and defeasance as specified by the
ordinances authorizing the issuance of the Refunded Obligations and are hereby directed to make
appropriate arrangements so that the Refunded Obligations may be redeemed on their
redemption dates. The Refunded Obligations shall be presented for redemption at the paying
agent/registrars therefore, and shall not bear interest after the date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their redemption date shall be from the funds placed in escrow with the Escrow
Agent, pursuant to the Escrow Agreement approved in Section 22 of this Ordinance.
Section 24. DEFAULT AND REMEDIES.
(a) 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:
(i) the failure to make payment of the principal of or interest on any of the
Bonds 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 registered owners of the Bonds, 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 registered
owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered 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 registered owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) 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 Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
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other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or members
of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 25. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance is incorporated by reference and made a part hereof for all purposes.
(b) Titles Not Restrictive. That the titles assigned to the various sections of this
Ordinance are for convenience only and shall not be considered restrictive of the subject matter
of any section or of any part of this Ordinance.
(c) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Ordinance is adopted by the City and any future amendments thereto or successor provisions
thereof. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set forth in
Exhibit A to this Ordinance. Any reference to the payment of principal in this Ordinance shall
be deemed to include the payment of any mandatory sinking fund redemption payments as may
be described herein.
(d) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed
and declared to be inapplicable, and the provisions of this Ordinance shall be and remain
controlling as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
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(f) Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas.
(g) Open Meeting. The City officially finds and determines that the meeting at which
this Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code.
(h) Application of Chapter 1208, Government Code. Chapter 1208, Texas
Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes
granted by the City under Section 6, and such pledge is therefore valid, effective, and perfected.
If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the
pledge of the ad valorem taxes granted by the City is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered
Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take
such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to
perfect the security interest in said pledge to occur.
(i) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
[Remainder of page intentionally left blank.]
209
Ordinance
City of College Station, Texas
General Obligation Improvement and Refunding Bonds,
Series 2013
SIGNATURE PAGE
PASSED, APPROVED AND EFFECTIVE THIS ________________, 2013.
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P., Dallas, Texas
Bond Counsel
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Schedule I-1
SCHEDULE I
ELIGIBLE OBLIGATIONS
City of College Station, Texas Certificates of Obligation, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/15/2015 230,000.00 4.000% 194468ZW7 02/15/2014 100%
02/15/2016 160,000.00 4.000% 194468ZX5 02/15/2014 100%
02/15/2017 170,000.00 4.000% 194468ZY3 02/15/2014 100%
02/15/2018 180,000.00 4.125% 194468ZZ0 02/15/2014 100%
02/15/2019 190,000.00 4.125% 194468A20 02/15/2014 100%
02/15/2020 200,000.00 4.250% 194468A38 02/15/2014 100%
02/15/2021 215,000.00 4.250% 194468A46 02/15/2014 100%
02/15/2022 225,000.00 4.375% 194468A53 02/15/2014 100%
02/15/2023 235,000.00 4.375% 194468A61 02/15/2014 100%
02/15/2024 250,000.00 4.500% 194468A79 02/15/2014 100%
02/15/2025 265,000.00 4.500% 194468A87 02/15/2014 100%
City of College Station, Texas General Obligation Improvement Bonds, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/15/2015 245,000.00 4.000% 194468ZA5 02/15/2014 100%
02/15/2016 255,000.00 4.000% 194468ZB3 02/15/2014 100%
02/15/2017 270,000.00 4.000% 194468ZC1 02/15/2014 100%
02/15/2018 285,000.00 4.125% 194468ZD9 02/15/2014 100%
02/15/2019 305,000.00 4.125% 194468ZE7 02/15/2014 100%
02/15/2020 320,000.00 4.250% 194468ZF4 02/15/2014 100%
02/15/2021 340,000.00 4.250% 194468ZG2 02/15/2014 100%
02/15/2022 360,000.00 4.375% 194468ZH0 02/15/2014 100%
02/15/2023 380,000.00 4.375% 194468ZJ6 02/15/2014 100%
02/15/2024 400,000.00 4.500% 194468ZK3 02/15/2014 100%
02/15/2025 420,000.00 4.500% 194468ZL1 02/15/2014 100%
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Schedule I-2
SCHEDULE I - CONTINUED
ELIGIBLE OBLIGATIONS
City of College Station, Texas Utility System Revenue Bonds, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/01/2015 375,000.00 4.000% 194493RD6 02/01/2014 100%
02/01/2016 395,000.00 4.000% 194493RE4 02/01/2014 100%
02/01/2017 420,000.00 4.000% 194493RF1 02/01/2014 100%
02/01/2018 445,000.00 4.000% 194493RG9 02/01/2014 100%
02/01/2019 470,000.00 4.125% 194493RH7 02/01/2014 100%
02/01/2020 495,000.00 4.125% 194493RJ3 02/01/2014 100%
02/01/2021 525,000.00 4.250% 194493RK0 02/01/2014 100%
02/01/2022 555,000.00 4.375% 194493RL8 02/01/2014 100%
02/01/2023 585,000.00 4.375% 194493RM6 02/01/2014 100%
02/01/2024 615,000.00 4.500% 194493RN4 02/01/2014 100%
02/01/2025 650,000.00 4.500% 194493RP9 02/01/2014 100%
City of College Station, Texas Utility System Revenue Refunding Bonds, Series 2005A
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/01/2015 1,755,000.00 5.250% 194493RZ7 02/01/2014 100.00
02/01/2016 1,830,000.00 5.000% 194493SA1 02/01/2014 100.00
02/01/2017 1,615,000.00 5.000% 194493SB9 02/01/2014 100.00
02/01/2018 840,000.00 4.000% 194493SC7 02/01/2014 100.00
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A-1
EXHIBIT A
FORM OF BOND
NO. _____ UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION IMPROVEMENT AND
REFUNDING BOND, SERIES 2013
$___________
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% ________, 2013
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above,
or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2014, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Bond is required to
be authenticated and the date of its authentication is later than February 15, 2014, such interest is
payable semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. At maturity or
redemption prior to maturity, the principal of this Bond shall be paid to the registered owner
hereof upon presentation and surrender of this Bond at the designated corporate trust office in
Dallas, Texas (the "Designated Trust Office") of The Bank of New York Mellon Trust Company,
N.A., which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond
shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest
payment date by check, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the
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Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the last business day
of the month preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this
Bond for payment at the Designated Trust Office of the Paying Agent/Registrar. The City
covenants with the registered owner of this Bond that on or before each principal and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the
"Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the Bonds, when
due.
IN THE EVENT OF NON-PAYMENT of interest on a scheduled 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 ("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 Bond
appearing on the Registration Books kept by the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS BOND is one of a Series of Bonds dated as of July 15, 2013, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$_________, for the purpose of (i) refunding the Refunded Obligations, as defined in the
Ordinance; (ii) construction of street and transportation improvements throughout the City
including traffic signals, sidewalks, hike and bike trails and pedestrian improvements; (iii)
construction of park and park facilities improvements; (iv) the payment of fiscal, engineering and
legal fees incurred in connection with such projects; and (v) to pay the costs incurred in
connection with the issuance of the Bonds.
THE BONDS OF THIS SERIES maturing on ________ are subject to mandatory
redemption prior to maturity in part at random, by lot or other customary method selected by the
Paying Agent/Registrar, at par plus accrued interest to the redemption date, and without
premium, with funds on deposit in the Interest and Sinking Fund. Such Bonds shall be redeemed
by the Paying Agent/Registrar on February 15 in each of the years and in the principal amounts,
respectively, as are set forth in the following schedule:
Term Bonds due February 15, 20__:
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Mandatory Redemption Date: 2/15/___ Principal Amount: $___
Mandatory Redemption Date: 2/15/__* Principal Amount: $___
* Maturity
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory sinking fund shall be reduced by the principal amount of any Bond which, at
least 45 days prior to the mandatory sinking fund redemption date (i) shall have been purchased
by the Issuer and delivered to the Paying Agent/Registrar for cancellation or (ii) redeemed
pursuant to the optional redemption provision described below and not theretofore credited
against a mandatory sinking fund requirement.
ON FEBRUARY 15, ____, or on any date thereafter, the Bonds of this Series maturing
on February 15, ____ and thereafter may be redeemed prior to their scheduled maturities, at the
option of the City, in whole, or in part, at par and accrued interest to the date fixed for
redemption. The years of maturity of the Bonds called for redemption at the option of the City
prior to stated maturity shall be selected by the City. The Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other method by the Paying Agent/Registrar;
provided, that during any period in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
AT LEAST THIRTY days prior to the date fixed for any such redemption, a written
notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption by depositing such notice in the United States mail, first-
class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar. By the date fixed for any such redemption
due provision shall be made by the City with the Paying Agent/Registrar for the payment of the
required redemption price for this Bond or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given,
and if due provision for such payment is made, all as provided above, this Bond, or the portion
hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity, and shall not bear interest after the date fixed for its redemption, and shall not be
regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Bond or any portion
hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in Authorized Denominations, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in the Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Bonds called for redemption, such notice
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must state that it is conditional, and is subject to the deposit of the redemption moneys with the
Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and
such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in Authorized Denominations. As provided in the Bond Ordinance, this Bond
may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as
the case may be, having the same maturity date, and bearing interest at the same rate, in
Authorized Denominations as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its
Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this
Bond must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust
Office, together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or
portions hereof in an Authorized Denomination to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Bond may be executed by the registered
owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond or any portion or portions hereof from time to time by the registered
owner. The foregoing notwithstanding, in the case of the exchange of an assigned and
transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the
Paying Agent/Registrar will be paid by the City. The one requesting such exchange shall pay the
Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any
Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer, or
exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither
the City nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption of Bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such
redemption is scheduled to occur within 45 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it
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promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
direct obligation of said City, issued on the full faith and credit thereof; and that in accordance
with the terms of the Bond Ordinance, annual ad valorem taxes sufficient to provide for the
payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said
City, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the City, and agrees that the terms and
provisions of this Bond and the Bond Ordinance constitute a contract between each registered
owner hereof and the City.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, or impressed, or placed in
facsimile, on this Bond.
xxxxx xxxxx
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the City as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a Bond of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated: _______________ The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By:
Authorized Representative
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF
COMPTROLLER'S CERTIFICATE
OFFICE OF COMPTROLLER §
REGISTER NO. ________
STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, and that he finds that it has been issued in conformity with the Constitution and laws of
the State of Texas, and that it is a valid and binding obligation of the City of College Station,
Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond
has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this ___________________.
__________________________________________
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE: *to accompany initial Bonds only.
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FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints:
____________________________________, attorney, to register the transfer of the within Bond
on the books kept for registration thereof, with full power of substitution in the premises.
Dated: __________________.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
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EXHIBIT B
. PROCEDURES REGARDING COMPLIANCE WITH FEDERAL TAX AND
CONTINUING DISCLOSURE COVENANTS
This Exhibit is intended to assist the City of College Station (the "City") in complying
with the federal income tax covenants and securities disclosure covenants as they apply to the
issuance of tax-exempt debt securities such as the General Obligation Improvement and
Refunding Bonds (the "Obligations"). These procedures should be read together with any
federal tax certifications, bond covenants, letters or memoranda from bond counsel and any
attachments thereto (collectively, the "Closing Documents"). Failure to comply with federal
guidelines could have serious consequences for investors, the City and its officials.
These procedures shall apply to the Obligations, until they are superseded by a
change in circumstances at which time the City's bond counsel will propose new procedures to
be adopted.
I. FEDERAL TAX LAW
1. Arbitrage Compliance.
Arbitrage refers to the difference between the interest paid on tax-exempt Obligations and
the interest earned by investing the proceeds of tax-exempt Obligations in higher-yielding
investments. Such higher-yielding investments could take the form of loans, securities, real
property, personal property, or other investments that could yield a profit to the City. Federal
income tax laws generally restrict the ability to earn arbitrage utilizing the proceeds of tax-
exempt Obligations. Generally, any profit from investing Obligation proceeds at a yield above
the yield paid on the Obligations belongs to the federal government and must be rebated to the
federal government. If the City fails to comply federal tax guidelines, Obligations could be
deemed to be “arbitrage bonds” by the Internal Revenue Service (the “IRS”), which would
expose the City to monetary liability from the City’s investors.
The arbitrage yield on the Obligations is set forth on the IRS Form 8038-G.
The Executive Director of Business Services and the City Treasurer (including such other
employees of the City who report to such officers) (collectively, the "Responsible Person") will
review the Closing Documents periodically (at least once a year) to ascertain if an exception to
arbitrage compliance applies.
a. Procedures applicable to the Obligation. The Responsible Person shall undertake
the following procedures.
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i. If the City plans to spend funds currently on hand for a future project with
the intent to later repay such funds from a debt issue, the Responsible
Person shall contact Bond Counsel to obtain advice regarding a
reimbursement resolution. The Responsible Person shall maintain any
official action of the City (such as a reimbursement resolution) stating the
City's intent to reimburse with the proceeds of the Obligations any amount
expended prior to the Issue Date for the acquisition, renovation or
construction of the Project.
ii. The Responsible Person shall ensure that the applicable information return
(e.g., U.S. Internal Revenue Service ("IRS") Form 8038-G, 8038-GC, or
any successor forms) is timely filed with the IRS.
iii. If proceeds of the Obligations are to be invested in interest-earning
investments, assure that, unless excepted from rebate and yield restriction
under section 148(f) of the Code, excess investment earnings are
computed and paid to the U.S. government at such time and in such
manner as directed by the IRS (i) at least every 5 years after the Issue Date
and (ii) within 30 days after the date the Obligations are retired. If
proceeds of the Obligations are to be invested in interest-earning
investments, the Responsible Person should contact the City's arbitrage
consultant regarding such matters.
iv. The Responsible Person shall monitor all amounts deposited into a sinking
fund or funds pledged (directly or indirectly) to the payment of the
Obligations, such as the Interest and Sinking Fund (the "I&S Fund"), to
assure that the maximum amount invested within such applicable fund at a
yield higher than the yield on the Obligations does not exceed an amount
equal to the debt service on the Obligations in the succeeding 12 month
period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding 12-
month period.
NOTE: the purpose of the I&S Fund is to achieve a proper
matching of revenues with principal and interest payments within
each fiscal year. The I&S Fund should be used a mechanism for
payment of current debt service and not as a long-term investment
fund for debt service many years in the future.
v. The Responsible Person shall ensure that no more than 50% of the
proceeds of the Obligations are invested in an investment with a
guaranteed yield for 4 years or more.
b. With respect to the investment and expenditure of the proceeds of the Obligations
that are issued to finance public improvements or to acquire land or personal
property, the Responsible Person shall undertake the following.
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i. The Responsible Person shall instruct the persons who are primarily
responsible for the construction, renovation or acquisition of the facilities
financed with Obligations (the “Project”) that the Project must (i) proceed
with due diligence toward completion and that (ii) binding contracts for
the expenditure of at least 5% of the proceeds of the Obligations will be
entered into within six (6) months of the date of closing of the Obligations
(the “Issue Date”). The Responsible Person shall monitor that the above
requirements are satisfied.
ii. The Responsible Person shall monitor that at least 85% of the proceeds of
the Obligations to be used for the construction, renovation or acquisition
of the Project are expended within three years of the Issue Date.
iii. The Responsible Person shall monitor investment of proceeds of the
Obligations and restrict the yield of the investments to the yield on the
Obligations after three years of the Issue Date.
iv. To the extent that there are any unspent proceeds of the Obligations at the
time the Obligations are later refunded, or if there are unspent proceeds of
the Obligations that are being refunded by a new issuance of Obligations,
the Responsible Person shall continue monitoring the expenditure of such
unspent proceeds to ensure compliance with federal tax law with respect
to both the refunded Obligations and any Obligations being issued for
refunding purposes, and shall contact Bond Counsel as necessary.
c. Procedures applicable to Escrow Accounts for the Obligations. In addition to the
foregoing, with respect to the proceeds of the Obligations deposited to the escrow
fund to be administered pursuant to the terms of an escrow agreement, the
Responsible Person shall undertake the following.
i. The Responsible Person shall review invoices, reports and other
notifications from the escrow agent to ensure compliance with the
applicable provisions of the escrow agreement, including with respect to
reinvestment of cash balances.
ii. The Responsible Person shall contact the escrow agent on the date of
redemption of obligations being refunded to ensure that they were
redeemed.
iii. The Responsible Person shall monitor any unspent proceeds of the
refunded obligations to ensure that the yield on any investments applicable
to such proceeds are invested at the yield on the applicable obligations or
otherwise applied (see Closing Documents).
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B. Private Business Use.
Generally, the proceeds of tax-exempt Obligations may not inure to the benefit of entities
other than state or local governments (“private business use”). Private business use occurs
whenever Obligation proceeds are used to benefit any entity other than a state or local
government, including nonprofit corporations and the federal government.
A series of Obligations may lose their tax-exempt status if: (i) more than 10% of the
proceeds of the Obligations are to be used for any private business use and the payment of the
principal or interest on more than 10% of the proceeds of the Obligations is secured by or
payable from property used for a private business use, or (ii) the amount of proceeds of the
Obligations used to make loans to borrowers other than state and local governments exceeds the
lesser of 5% of the proceeds or $15 million.
With respect to the use of the facilities financed or refinanced with the proceeds of the
Obligations, the Responsible Person shall undertake the following to ensure the Obligations do
not violate private business use tests.
a. The Responsible Person shall develop procedures or a “tracking system” to
identify, log and record all property financed with tax-exempt debt and identify
the issue of Obligations used to finance such property.
b. The Responsible Person shall monitor and record the date on which the Project is
substantially complete and available to be used for the purpose intended.
c. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has any contractual
right (such as a lease, research contract, naming rights agreement, purchase
contract, management agreement or other service agreement) with respect to any
portion of the Project.
d. Before entering into any private business use arrangement that involves the use of
the Project, the Responsible Person must obtain a description of the proposed
private business use arrangement and determine whether such arrangement, if put
into effect, will be consistent with the restrictions on private business use of the
Project. In connection with the evaluation of any proposed private business use
arrangement, the Responsible Person should consult with Bond Counsel to
discuss whether such arrangement, if put into effect, will be consistent with the
restrictions on private business use of the Project, and, if not, whether any
“remedial action” permitted under federal guidelines may be taken as a means of
enabling such private business use without adversely affecting the tax-exempt
status of the Obligations.
e. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
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City, the agents of the City or members of the general public has a right to use the
output of the Project (e.g., water, gas, electricity, capacity) on any basis other than
standard rates and charges.
f. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, has a naming right
for the Project or any other contractual right granting an intangible benefit.
g. Prior to any sale of property owned by the City (real or personal), the Responsible
Person must confirm whether such property was financed with tax-exempt debt,
and if so, determine whether the proposed disposition of the property could
impact the tax-exempt status of the series of Obligations that financed the
acquisition of such property.
h. The Responsible Person shall take any action necessary to remediate any failure
to maintain compliance with the covenants contained in the ordinance authorizing
the issuance of the applicable series of Obligations.
C. Record Retention.
The Responsible Person will maintain or cause to be maintained all records relating to the
investment and expenditure of the proceeds of the Obligations and the use of the Project financed
or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of
Obligations, such records shall be maintained until the three (3) years after the refunding
Obligations mature or are otherwise paid off. Such records can be maintained in paper or
electronic format.
For purposes of these procedures, the Memorandum of Bond Counsel dated December 1,
2011 styled "Certain Federal Income Tax Considerations for Record Retention – Record
Management Program and Periodic Compliance Review" in incorporated herein and should be
reviewed periodically, at least once per year, by the Responsible Person.
D. Responsible Person & Continuity.
Each Responsible Person shall receive appropriate training regarding the City’s
accounting system, contract intake system, facilities management and other systems necessary to
track the investment and expenditure of the proceeds and the use of the facilities financed with
the proceeds of the Obligations. The foregoing notwithstanding, the Responsible Person is
authorized and instructed to retain such experienced advisors and agents as may be necessary to
carry out the purposes of these instructions.
Prior to cessation of employment with the City, the Responsible Person should identify
their successor to maintain compliance with these procedures.
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II. FEDERAL SECURITIES LAW
Obligations, whether taxable or tax-exempt, sold in a public offering in an amount of
$1 million or more are subject to Rule 15c2-12 (the “Rule”) of the United States Securities and
Exchange Commission (the “SEC”). Additionally, the City may have covenanted to comply
with the Rule even with respect to Obligations that would otherwise be exempt from the Rule
(e.g., Obligations sold in a private placement or Obligations sold in an amount less than
$1 million). Pursuant to the Rule, the City is required to make annual filings of certain
information, as well as make filings upon the occurrence of certain specified events. All filings
must be made with the Municipal Securities Rulemaking Board (the “MSRB”) through its
Electronic Municipal Market Access System (“EMMA”) at emma.msrb.org.
A. Annual Filings.
The City must file the information listed below with EMMA within six (6) months of
each fiscal year end for so long as the respective series of Obligations remains outstanding. The
City’s fiscal year ends on September 30 of each year. Therefore, the City must provide updated
information by March 31 of the subsequent year. If audited financial statements are not available
by March 31, the City must provide unaudited financial information by such date and provide
audited financial statements when such statements become available. The City must file each of
the following items with EMMA:
(1) The City’s audited financial statements; and
(2) An update of the financial tables included in the Official Statement used in
connection with the Obligations as described under the caption "Continuing
Disclosure of Information". The information should be from the most recent
fiscal year end.
The Responsible Person must compile, prepare and make such filings within the required
time, or, alternatively, contract with a third-party, such as the City’s financial advisor, to make
such filings on the City’s behalf.
B. Notices of Specified Events.
The City must provide notice of any of the following events with respect to the
Obligations to the MSRB in a timely manner (but not in excess of ten business days after the
occurrence of the event):
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
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(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the IRS of proposed or final determinations
of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material
notices or determinations with respect to the tax status of the Obligations, or other
material events affecting the tax status of the Obligations;
(7) Modifications to rights of Obligation holders, if material;
(8) Obligations calls (includes redemptions and other early payments), if material,
and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Obligations, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent or the change of name of a
paying agent, if material; and
(15) In a timely manner, notice of a failure of the City to make the required annual
filings listed in Subsection II(A) above.
The Responsible Person should review this list at regular intervals to determine whether
any event has occurred that may require a filing with EMMA.
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EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
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 below (and included in the Appendix
or under the headings of the Official Statement referred to):
1. The "Annual Financial Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following tables, but
for the most recently concluded fiscal year: Tables 1 through 6 and 8 through 20.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 described above, as
such principles may be changed from time to time to comply with state law or regulation.
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EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
228
ORDINANCE NO. 2013-______
AUTHORIZING THE ISSUANCE OF UP TO $23,000,000 IN PRINCIPAL
AMOUNT OF "CITY OF COLLEGE STATION, TEXAS GENERAL
OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2013";
DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING TO SAID BONDS; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
WHEREAS, it is deemed advisable and to be in the best interest of the City of College
Station (the "City") that certain bonds authorized at elections previously held in the City be
combined in a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold
being as follows as may be modified by the Pricing Officer (defined below):
DATE OF
ELECTION
AMOUNT
AUTHORIZED PURPOSE
AMOUNT
PREVIOUSLY
SOLD
AMOUNT
ISSUED
HEREIN
November 4, 2003 $17,980,000 Street & transportation improvements $17,980,000 $0
November 4, 2003 $7,610,000 Municipal complex improvements $3,955,000 $0
November 4, 2008 $48,785,000 Street & transportation improvements $16,360,000 $__
November 4, 2008 $8,385,000 City library improvements $0 $0
November 4, 2008 $12,790,000 Park & recreation improvements $3,840,000 $__
Total $95,550,000 $42,135,000 $__
WHEREAS, this City Council finds and determines that it is necessary and proper to
order the issuance, sale and delivery of such voted bonds;
WHEREAS, the City has previously issued, and there are presently outstanding, revenue
bonds of the City secured by a pledge of revenues derived by the City from the ownership and
operation of the City's Utility System (consisting of the City's combined municipal electric light
and power, waterworks and sewer system), and general obligation bonds and certificates of
obligation which are secured by the full faith and credit of the City and a pledge by the City to
levy ad valorem taxes sufficient to pay principal of and interest on the bonds and certificates of
obligation as they become due and a pledge of surplus revenues of the Utility System to further
secure the certificates of obligation;
WHEREAS, the City now desires to refund all or part of the outstanding revenue bonds,
general obligation bonds and certificates of obligation described in Schedule I attached hereto
and incorporated herein (collectively, the "Eligible Obligations"), and those Eligible Obligations
designated by the Pricing Officer, as defined below, to be refunded are herein referred to as the
"Refunded Obligations";
WHEREAS, Chapter 1207, Texas Government Code, authorizes the City to issue
refunding bonds and to deposit the proceeds from the sale thereof, together with any other
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available funds or resources, directly with a paying agent for the Refunded Obligations or a trust
company or commercial bank that does not act as a depository for the City and is named in these
proceedings, and such deposit, if made before the payment dates of the Refunded Obligations,
shall constitute the making of firm banking and financial arrangements for the discharge and
final payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the City to enter
into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust
company or commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City
and such paying agent or trust company or commercial bank may agree;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the City to refund the Refunded Obligations in order to achieve a debt service
savings, with such savings, among other information and terms to be included in the Purchase
Agreement described in Section 18 of this Ordinance to be executed by the Pricing Officer
(hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas
Government Code;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized;
WHEREAS, the City is an "Issuer" within the meaning of Section 1371.001(4)(P), Texas
Government Code, having (i) a principal amount of at least $100 million in outstanding long-
term indebtedness, in long-term indebtedness proposed to be issued, or in a combination of
outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness
outstanding or proposed to be issued that is rated in one of the four highest rating categories for
long-term debt instruments by a nationally recognized rating agency for municipal securities,
without regard to the effect of any credit agreement or other form of credit enhancement entered
into in connection with the obligation;
WHEREAS, the bonds hereinafter authorized to be issued were voted and are to be
issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas
Government Code Chapters 1207, 1331 and 1371, as amended, and the City's Home Rule
Charter; and
WHEREAS, 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 time, place and
subject matter of the public business to be considered and acted upon at said meeting, including
this Ordinance, was given, all as required by the applicable provisions of Texas Government
Code Chapter 551;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
Section 1. AUTHORIZATION OF BONDS. That said City's General Obligation
Improvement and Refunding Bonds, to be designated the "City of College Station, Texas
General Obligation Improvement and Refunding Bonds, Series 2013", are hereby authorized to
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be issued and delivered in the principal amount not to exceed $23,000,000 for the public purpose
of (i) refunding the Refunded Obligations; (ii) construction of street and transportation
improvements throughout the City including traffic signals, sidewalks, hike and bike trails and
pedestrian improvements; (iii) construction of park and park facilities improvements; (iv) the
payment of fiscal, engineering and legal fees incurred in connection with such projects; and (v)
to pay the costs incurred in connection with the issuance of the Bonds (collectively, the
"Projects").
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as
amended, the Mayor, the Interim City Manager and the Executive Director of Business Services
of the City (each the "Pricing Officer") are each hereby authorized to act severally on behalf of
the City in selling and delivering the Bonds, carrying out the other procedures specified in this
Ordinance, including, determining the date of the Bonds, any additional or different designation
or title by which the Bonds shall be known, whether the Bond shall be sold and delivered in one
or more series and the date and sale and delivery of each such series, the price at which the
Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in
each of such years, the rate of interest to be borne by each such maturity, the interest payment
and record dates, the price and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and
obtaining municipal insurance for all or any portion of the Bonds and providing for the terms and
provisions thereof applicable to the Bonds, all of which shall be specified in the Purchase
Agreement; provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed
$23,000,000, with no more than $13,500,000 of such amount to be issued for the
purposes described in Section 1(i) and Section 1(v), and no more than $9,500,000 of such
amount issued for the construction of improvements described in Sections 1(ii) through
1(v) hereof;
(ii) the true interest cost of the Bonds shall not exceed 4.500% per annum;
(iii) the refunding must produce present value debt service savings of at least
5.000%, net of any City contribution;
(iv) the net effective interest rate on the Bonds shall not exceed the maximum
rate set forth in Chapter 1204, Texas Government Code, as amended;
(v) the final maturity of the Bonds shall not exceed February 15, 2033;
(vi) the delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to December 13, 2013; and
(vii) on or prior to delivery, the Bonds shall be rated by a nationally recognized
rating agency for municipal securities in one of the four highest categories for long-term
obligations.
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(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer
shall establish an amount that, when combined with premium used for purposes other than the
payment of costs of issuance, does not exceed the amount authorized in Subsection (a) hereof,
which shall be sufficient in amount to provide for the purposes for which the Bonds are
authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to
such terms as set forth in the Purchase Agreement as described in Section 18 herein.
Section 3. CHARACTERISTICS OF THE BONDS. (a) The City shall keep or cause to
be kept at the corporate trust office in Dallas, Texas (the "Designated Trust Office") of The Bank
of New York Mellon Trust Company, N.A., or such other bank, trust company, financial
institution, or other agency named in accordance with the provisions of (g) below (the "Paying
Agent/Registrar"), books or records for the registration and transfer of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar 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 Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be
the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the
Registration Books the address of the registered owner of each Bond to which payments with
respect to the Bonds shall be mailed, as herein provided. The City or its designee shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar at its Designated Trust Office, 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. Registration of each Bond may be transferred in the
Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar
at its Designated Trust 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 the assignment of such Bond, or any portion thereof in any
Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or
assignees to have such Bond or any such portion thereof registered in the name of such assignee
or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new
substitute Bond or Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books
at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether or not such Bond shall be overdue, and the City and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of, or on account of, the principal of,
premium, if any, and interest on any such Bond shall be made only to such registered owner. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds, and to act as its agent to exchange or
replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the
Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordinance.
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(d) Each Bond may be exchanged for fully registered Bonds in the manner set forth
herein. Each Bond issued and delivered pursuant to this Ordinance may, upon surrender thereof
at the Designated Trust Office of the Paying Agent/Registrar, together with a written request
therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their
duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the
Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as
appropriate, be exchanged for fully registered Bonds, without interest coupons, in the form
prescribed in the FORM OF BOND, in an Authorized Denomination (subject to the requirement
hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested
in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the principal amount of any Bond or Bonds so surrendered, and payable to the
appropriate registered owner, assignee, or assignees, as the case may be. If any Bond or portion
thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same
principal maturity date and bear interest at the same rate as the Bond for which it is being
exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein,
and each fully registered Bond or Bonds delivered in exchange for or replacement of any Bond
or portion thereof as permitted or required by any provision of this Ordinance shall constitute
one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It
is specifically provided, however, that any Bond delivered in exchange for or replacement of
another Bond prior to the first scheduled interest payment date on the Bonds (as stated on the
face thereof) shall be dated the same date as such Bond, but each substitute Bond so delivered on
or after such first scheduled interest payment date shall be dated as of the interest payment date
preceding the date on which such substitute Bond is delivered, unless such substitute Bond is
delivered on an interest payment date, in which case it shall be dated as of such date of delivery;
provided, however, that if at the time of delivery of any substitute Bond the interest on the Bond
for which it is being exchanged has not been paid, then such substitute Bond shall be dated as of
the date to which such interest has been paid in full. On each substitute Bond issued in exchange
for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed
thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in
the FORM OF BOND (the "Authentication Certificate"). An authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such substitute Bond, date such
substitute Bond in the manner set forth above, and manually sign and date the Authentication
Certificate, and no such substitute Bond shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Bonds surrendered for exchange or replacement. 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 exchange or replacement of any Bonds or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bond in
the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of
exchange or replacement of any Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of Authentication Certificate, the exchanged or
replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which originally were delivered pursuant to this Ordinance, approved
by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City
nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond so selected for
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redemption, in whole or in part, within 45 calendar days of the date fixed for redemption;
provided, however, such limitation of transfer shall not be applicable to an exchange by the
registered owner of the uncalled principal of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion
thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of
and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and
(vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers of Bonds, but the registered owner of any Bond requesting such
transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The registered owner of any Bonds requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any
such Bond or portion thereof, together with any taxes or governmental charges required to be
paid with respect thereto, all as a condition precedent to the exercise of such privilege of
exchange, except, however, that in the case of the exchange of an assigned and transferred Bond
or Bonds or any portion or portions thereof in an Authorized Denomination, as provided in this
Ordinance, such fees and charges will be paid by the City. In addition, the City hereby
covenants with the registered owners of the Bonds 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 Bonds, when due, and (ii) pay the fees and charges of
the Paying Agent/Registrar for services with respect to the transfer or registration of Bonds
solely to the extent above provided, and with respect to the exchange of Bonds solely to the
extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while
the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be
one entity. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the
event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants
that it will promptly appoint a competent and legally qualified national or state banking
institution which shall be a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise trust powers,
subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
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Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of the
Authentication Certificate, the form of Assignment and the form of Registration Certificate of
the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially
issued and delivered pursuant to this Ordinance, shall be in substantially the form as set forth in
Exhibit A to this Ordinance, shall be numbered consecutively from R-1 upward, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance,
and with the FORM OF BOND to be modified pursuant to, and completed with information set
forth in the Purchase Agreement. The printer of the Bonds is hereby authorized to print on the
Bonds (i) the form of bond counsel's opinion relating to the Bonds, and (ii) an appropriate
statement of insurance furnished by a municipal bond insurance company providing municipal
bond insurance, if any, covering all or any part of the Bonds.
Section 5. DEFINITIONS. That the term "Authorized Denomination" shall mean a
denomination of $5,000 of principal amount of a Bond or any integral multiple thereof; the term
"Bonds" shall mean the City of College Station, Texas General Obligation Improvement and
Refunding Bonds, Series 2013; the term "Business Day" means a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the City are authorized by law or executive
order to close; the term "MSRB" means the Municipal Securities Rulemaking Board; the term
"Rule" means SEC Rule 15c2 12, as amended from time to time; and the term "SEC" means the
United States Securities and Exchange Commission.
Section 6. LEVY OF TAX; INTEREST AND SINKING FUND.
(a) That a special fund or account, to be designated the "City of College Station,
Texas Series 2013 Improvement and Refunding Bond Interest and Sinking Fund" (the "Interest
and Sinking Fund") is hereby created and shall be established and maintained by the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of
the City, and shall be used only for paying the interest on and principal of the Bonds. All ad
valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the
Bonds are outstanding and unpaid, the governing body of the City shall compute and ascertain
the rate and amount of ad valorem tax, based on the latest approved tax rolls of the City, with full
allowances being made for tax delinquencies and the cost of tax collections, which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such
interest comes due, and to provide a sinking fund to pay the principal (including mandatory
sinking fund redemption payments, if any) of the Bonds as such principal matures or comes due
through operation of the mandatory sinking fund redemption, if any, but never less than 2% of
the original amount of the Bonds as a sinking fund each year. The rate and amount of ad
valorem tax is hereby ordered to be levied against all taxable property in the City for each year
while any of the Bonds is outstanding and unpaid, and the ad valorem tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Sinking Fund. Ad
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valorem taxes necessary to pay the interest on and principal of the Bonds, as such interest comes
due and such principal matures, are hereby pledged for such payment, within the limit prescribed
by law.
Section 7. TRANSFER. That the City shall do any and all things necessary to
accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to
pay such items of principal and interest due on the Bonds.
Section 8. SECURITY FOR FUNDS. That the Interest and Sinking Fund created by this
Ordinance shall be secured in the manner and to the fullest extent permitted or required by law
for the security of public funds, and such Interest and Sinking Fund shall be used only for the
purposes and in the manner permitted or required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. That in the event any outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as
the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the
manner hereinafter provided.
(b) Application for Replacement Bonds. That application for replacement of
damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner
thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
registered owner applying for a replacement Bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. That notwithstanding the foregoing provisions of this
Section, in the event any such Bond shall have matured, and no default has occurred which is
then continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. That prior to the issuance of any
replacement Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond
with all legal, printing, and other expenses in connection therewith. Every replacement Bond
issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen,
or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or
destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly
issued under this Ordinance.
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(e) Authority for Issuing Replacement Bonds. That in accordance with Section
1201.067, Texas Government Code, this Section of this Ordinance shall constitute authority for
the issuance of any such replacement Bond without necessity of further action by the City or any
other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 5(d) of
this Ordinance for Bonds issued in conversion and exchange of other Bonds.
Section 10. FEDERAL INCOME TAX MATTERS. That the City covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment
of the Bonds as obligations described in section 103 of the Code, the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so
used, that amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Bonds (less
amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used
for a "private business use" which is "related" and not "disproportionate", within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with –
(1) proceeds of the Bonds invested for a reasonable temporary period of three
years or less until such proceeds are needed for the purpose for which the Bonds are
issued,
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(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United
States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of
the amount then required to be paid as a result of Excess Earnings under section 148(f) of the
Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance of the Bonds. It is the understanding of the City that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,
as applicable to the Bonds, 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 exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the City
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City
hereby authorizes and directs the Mayor, the Interim City Manager, any Assistant City Manager
and the Executive Director of Business Services, severally, to execute any documents,
certificates or reports required by the Code, and to make such elections on behalf of the City
which may be permitted by the Code as are consistent with the purpose for the issuance of the
Bonds.
In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the
Code.
Section 11. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for the expenditure of proceeds from the sale of
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the Bonds and any investment earnings thereon to be used for the purposes described in Section
1 of this Ordinance (such purpose referred to in this Section and Section 12 as a "Project") on its
books and records by allocating proceeds to expenditures within 18 months of the later of the
date that (a) the expenditure on a Project is made or (b) such Project is completed. The
foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more
than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the Bonds or
(b) the date the Bonds are retired, unless the City obtains an opinion of nationally-recognized
bond counsel substantially to the effect that such expenditure will not adversely affect the tax-
exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with
this covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 12. DISPOSITION OF PROJECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the
portion of the property comprising personal property and disposed in the ordinary course shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
Section 13. PROCEDURES TO MONITOR COMPLIANCE WITH TAX
COVENANTS. The City hereby adopts the procedures attached hereto as Exhibit B as a means
of monitoring compliance with the federal tax covenants made by the City herein.
Section 14. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS. That the
Executive Director of Business Services of the City is hereby authorized to have control of the
Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination, and approval
by the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such certificate. The Bonds thus registered shall
remain in the custody of the Executive Director of Business Services (or the designee thereof)
until delivered to the Underwriter (as defined in Section 18 of this Ordinance).
Section 15. DTC REGISTRATION. That the Bonds initially shall be issued and
delivered in such manner that no physical distribution of the Bonds will be made to the public,
and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Bonds. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Bonds initially
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authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO.,
the nominee of DTC. It is expected that DTC will hold the Bonds on behalf of the Underwriter
and its participants. So long as each Bond is registered in the name of CEDE & CO., the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. It is expected that DTC will maintain a book-entry system which will
identify ownership of the Bonds in Authorized Denominations, with transfers of ownership being
effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Bonds except as hereinafter provided. The City is not responsible or
liable for any functions of DTC, will not be responsible for paying any fees or charges with
respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing
the records of DTC or its participants, or protecting any interests or rights of the beneficial
owners of the Bonds. It shall be the duty of the DTC Participants, as defined in the Official
Statement herein approved, to make all arrangements with DTC to establish this book-entry
system, the beneficial ownership of the Bonds, and the method of paying the fees and charges of
DTC. The City does not represent, nor does it in any way covenant that the initial book-entry
system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Ordinance, substitute Bonds will be duly
delivered as provided in this Ordinance, and there will be no assurance or representation that any
book-entry system will be maintained for such Bonds. In connection with the initial
establishment of the foregoing book-entry system with DTC, the City heretofore has executed a
"Blanket Letter of Representations" prepared by DTC in order to implement the book-entry
system described above.
Section 16. CONTINUING DISCLOSURE OBLIGATION.
(a) Annual Reports. (i) The City shall provide annually to the MSRB, in an
electronic format as prescribed by the MSRB, within six months after the end of each fiscal year
ending in or after 2013, financial information and operating data with respect to the City of the
general type included in the final Official Statement authorized by Section 18 of this Ordinance,
being the information described in Exhibit C hereto. Any financial statements so to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit C, 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 the MSRB, when and if the audit report on such statements become
available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and operating data pursuant
to this Section. The financial information and operating data to be provided pursuant to
this Section may be set forth in full in one or more documents or may be included by
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specific reference to any document that is available to the public on the MSRB's internet
website or filed with the SEC. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner (but not in excess of ten Business Days after the
occurrence of the event) of any of the following events with respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701–TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of Bondholders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated
person (which is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent, or similar officer for the City in a
proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving
the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority,
or the entry of an order confirming a plan of reorganization, arrangement,
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or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Ordinance or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered
owners and beneficial owners of the Bonds, and nothing in this Section, express or
implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder
to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section 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 Section 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO
THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under
this Section shall comprise a breach of or default under this Ordinance for purposes of
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any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or
provide notices to entities other than the MSRB, the City hereby agrees to undertake such
obligation with respect to the Bonds in accordance with the Rule as amended. The
provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or
a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule,
taking into account any amendments or interpretations of the Rule since such offering as
well as such changed circumstances and (2) either (a) the registered 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 Bonds consent to
such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Bonds. If the City so
amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Procedures to Monitor Compliance with Continuing Disclosure Covenants. The
City hereby adopts the procedures attached hereto as Exhibit B as a means of monitoring
compliance with the continuing disclosure covenants made by the City herein.
Section 17. DEFEASANCE. (a) Deemed Paid. Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsection (e) of this Section, when payment
of the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due date
by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance
with an escrow agreement or other instrument (the "Future Escrow Agreement") for such
payment (1) lawful money of the United States of America sufficient to make such payment or
(2) Defeasance Securities that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due
and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
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aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or
entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this
Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at
the written direction of the City be invested in Defeasance Securities, maturing in the amounts
and times as hereinbefore set forth, and all income from such Defeasance Securities received by
the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon,
with respect to which such money has been so deposited, shall be turned over to the City, or
deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to which
the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection (a)(i) or (ii) above. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the
Defeased Securities, with respect to which such money has been so deposited, shall be remitted
to the City or deposited as directed in writing by the City.
(c) Selection of Defeased Bonds. In the event that the City elects to defease less than
all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or
cause to be selected, such amount of Bonds by such random method as it deems fair and
appropriate.
(d) Defeasance Securities. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of America, (ii) 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 bonds, are
rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the governing body of the City adopts or approves the proceedings authorizing the issuance
of refunding bonds, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent and (iv) any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(e) Continuing Duty of Paying Agent/Registrar. Until all Bonds defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Bonds shall perform the services of Paying Agent/Registrar for such Bonds the same as if they
had not been defeased, and the City shall make proper arrangements to provide and pay for such
services.
Section 18. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions of Section 1 and Section 2 hereof through a negotiated
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sale and pursuant to the terms and provisions of a purchase contract (the "Purchase Agreement"),
the terms and provisions of which are to be determined by the Pricing Officer in accordance with
Section 2 hereof, and in which the purchaser or purchasers of the Bonds (the "Underwriter")
shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase
Agreement for an on behalf of the City. The Bonds shall initially be registered in the name of
the Underwriter or its designee.
(b) The City hereby approves the form and content of the draft preliminary official
statement relating to the Bonds in the form attached hereto as Exhibit D and any addenda,
supplement or amendment thereto, and approves the distribution of such preliminary official
statement in the reoffering of the Bonds by the Underwriter in final form, with such changes
therein or additions thereto as the Pricing Officer executing the same may deem advisable. The
Pricing Officer is hereby authorized, in the name and on behalf of the City, to approve,
distribute, and deliver a final preliminary official statement and a final official statement relating
to the Bonds to be used by the Underwriter in the marketing of the Bonds.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the
Bonds, to obtain from a municipal bond insurance company so designated in the Purchase
Agreement (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support
of the Bonds. To that end, should the Pricing Officer exercise such authority and commit the
City to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect,
the requirements of the Insurer relating to the issuance of the Insurance Policy are incorporated
by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any
other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to
execute any documents to effect the issuance of the Insurance Policy by the Insurer.
(d) The Mayor and Mayor Pro Tem, the Interim City Manager, the Executive
Director of Business Services and City Secretary, shall be and they are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City a Paying Agent/Registrar Agreement with the Paying Agent/Registrar
and all other instruments, whether or not herein mentioned, as may be necessary or desirable in
order to carry out the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds,
any Purchase Agreement and the Official Statement. In case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer
had remained in office until such delivery.
Section 19. FURTHER PROCEDURES. That the Mayor, the City Secretary, the Interim
City Manager, the Executive Director of Business Services of the City, any Assistant City
Manager, and all other officers, employees, and agents of the City, and each of them, shall be
and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether or not
herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Ordinance, and the sale and delivery of the Bonds and fixing all details in connection
therewith. The City Council hereby authorizes the payment of the fee of the Office of the
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Attorney General of the State of Texas for the examination of the proceedings relating to the
issuance of the Bonds, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code.
Section 20. CONSTRUCTION FUND; USE OF PROCEEDS.
(a) The City hereby creates and establishes and shall maintain on the books of the
City a separate fund to be entitled the "Series 2013 Bond Construction Fund" (the "Construction
Fund") for use by the City for payment of all lawful costs associated with the acquisition and
construction of the projects described in the preambles to this Ordinance.
(b) The proceeds from the sale of the Bonds shall be deposited, on the date of closing,
in the manner described in a letter of instructions prepared by the City or on behalf of the City by
the City's financial advisor. The foregoing notwithstanding, proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Sinking Fund. Any
amounts remaining after completion of the improvements described in Section 1 hereof shall be
transferred FIRST to the Rebate Fund, to the extent required by Section 10 hereof, and
THEREAFTER to the Interest and Sinking Fund.
Section 21. INTEREST EARNINGS. That the interest earnings derived from the
investment of proceeds from the sale of the Bonds may be used along with other proceeds for the
construction of the permanent improvements set forth in Section 1 hereof for which the Bonds
are issued; provided that after completion of such permanent improvements, if any of such
interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that any interest earnings on proceeds which are
required to be rebated to the United States of America pursuant to this Ordinance hereof in order
to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as
interest earnings for the purposes of this Section.
Section 22. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Pricing
Officer is further authorized to enter into and execute on behalf of the City with the escrow agent
named therein, an escrow or similar agreement, in the form and substance as presented at the
meeting at which this Ordinance was adopted, which agreement will provide for the payment in
full of the Refunded Obligations. In addition, the Pricing Officer is authorized to purchase such
securities, to execute such subscriptions for the purchase of the Escrowed Securities, (as defined
in the agreement), if any, and to authorize such contributions to the escrow fund as provided in
the agreement.
Section 23. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) The City hereby directs that certain of the Refunded Obligations be called for
redemption on the dates and as set forth in the Escrow Agreement. Each of such Refunded
Obligations shall be redeemed at the redemption price of par plus accrued interest. The Pricing
Officer is hereby authorized and directed to issue or cause to be issued the Notices of
Redemption of the Refunded Obligations.
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(b) In addition, the paying agent/registrars for the Refunded Obligations are hereby
directed to provide the appropriate notices of redemption and defeasance as specified by the
ordinances authorizing the issuance of the Refunded Obligations and are hereby directed to make
appropriate arrangements so that the Refunded Obligations may be redeemed on their
redemption dates. The Refunded Obligations shall be presented for redemption at the paying
agent/registrars therefore, and shall not bear interest after the date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their redemption date shall be from the funds placed in escrow with the Escrow
Agent, pursuant to the Escrow Agreement approved in Section 22 of this Ordinance.
Section 24. DEFAULT AND REMEDIES.
(a) 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:
(i) the failure to make payment of the principal of or interest on any of the
Bonds 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 registered owners of the Bonds, 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 registered
owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered 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 registered owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) 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 Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
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other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or members
of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 25. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance is incorporated by reference and made a part hereof for all purposes.
(b) Titles Not Restrictive. That the titles assigned to the various sections of this
Ordinance are for convenience only and shall not be considered restrictive of the subject matter
of any section or of any part of this Ordinance.
(c) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Ordinance is adopted by the City and any future amendments thereto or successor provisions
thereof. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set forth in
Exhibit A to this Ordinance. Any reference to the payment of principal in this Ordinance shall
be deemed to include the payment of any mandatory sinking fund redemption payments as may
be described herein.
(d) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed
and declared to be inapplicable, and the provisions of this Ordinance shall be and remain
controlling as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
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(f) Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas.
(g) Open Meeting. The City officially finds and determines that the meeting at which
this Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code.
(h) Application of Chapter 1208, Government Code. Chapter 1208, Texas
Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes
granted by the City under Section 6, and such pledge is therefore valid, effective, and perfected.
If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the
pledge of the ad valorem taxes granted by the City is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered
Owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take
such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to
perfect the security interest in said pledge to occur.
(i) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
[Remainder of page intentionally left blank.]
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Schedule I-1
SCHEDULE I
ELIGIBLE OBLIGATIONS
City of College Station, Texas Certificates of Obligation, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/15/2015 230,000.00 4.000% 194468ZW7 02/15/2014 100%
02/15/2016 160,000.00 4.000% 194468ZX5 02/15/2014 100%
02/15/2017 170,000.00 4.000% 194468ZY3 02/15/2014 100%
02/15/2018 180,000.00 4.125% 194468ZZ0 02/15/2014 100%
02/15/2019 190,000.00 4.125% 194468A20 02/15/2014 100%
02/15/2020 200,000.00 4.250% 194468A38 02/15/2014 100%
02/15/2021 215,000.00 4.250% 194468A46 02/15/2014 100%
02/15/2022 225,000.00 4.375% 194468A53 02/15/2014 100%
02/15/2023 235,000.00 4.375% 194468A61 02/15/2014 100%
02/15/2024 250,000.00 4.500% 194468A79 02/15/2014 100%
02/15/2025 265,000.00 4.500% 194468A87 02/15/2014 100%
City of College Station, Texas General Obligation Improvement Bonds, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/15/2015 245,000.00 4.000% 194468ZA5 02/15/2014 100%
02/15/2016 255,000.00 4.000% 194468ZB3 02/15/2014 100%
02/15/2017 270,000.00 4.000% 194468ZC1 02/15/2014 100%
02/15/2018 285,000.00 4.125% 194468ZD9 02/15/2014 100%
02/15/2019 305,000.00 4.125% 194468ZE7 02/15/2014 100%
02/15/2020 320,000.00 4.250% 194468ZF4 02/15/2014 100%
02/15/2021 340,000.00 4.250% 194468ZG2 02/15/2014 100%
02/15/2022 360,000.00 4.375% 194468ZH0 02/15/2014 100%
02/15/2023 380,000.00 4.375% 194468ZJ6 02/15/2014 100%
02/15/2024 400,000.00 4.500% 194468ZK3 02/15/2014 100%
02/15/2025 420,000.00 4.500% 194468ZL1 02/15/2014 100%
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Schedule I-2
SCHEDULE I - CONTINUED
ELIGIBLE OBLIGATIONS
City of College Station, Texas Utility System Revenue Bonds, Series 2005
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/01/2015 375,000.00 4.000% 194493RD6 02/01/2014 100%
02/01/2016 395,000.00 4.000% 194493RE4 02/01/2014 100%
02/01/2017 420,000.00 4.000% 194493RF1 02/01/2014 100%
02/01/2018 445,000.00 4.000% 194493RG9 02/01/2014 100%
02/01/2019 470,000.00 4.125% 194493RH7 02/01/2014 100%
02/01/2020 495,000.00 4.125% 194493RJ3 02/01/2014 100%
02/01/2021 525,000.00 4.250% 194493RK0 02/01/2014 100%
02/01/2022 555,000.00 4.375% 194493RL8 02/01/2014 100%
02/01/2023 585,000.00 4.375% 194493RM6 02/01/2014 100%
02/01/2024 615,000.00 4.500% 194493RN4 02/01/2014 100%
02/01/2025 650,000.00 4.500% 194493RP9 02/01/2014 100%
City of College Station, Texas Utility System Revenue Refunding Bonds, Series 2005A
Maturity
Date Principal Coupon CUSIP Redemption
Date
Redemption
Price
02/01/2015 1,755,000.00 5.250% 194493RZ7 02/01/2014 100.00
02/01/2016 1,830,000.00 5.000% 194493SA1 02/01/2014 100.00
02/01/2017 1,615,000.00 5.000% 194493SB9 02/01/2014 100.00
02/01/2018 840,000.00 4.000% 194493SC7 02/01/2014 100.00
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A-1
EXHIBIT A
FORM OF BOND
NO. _____ UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION IMPROVEMENT AND
REFUNDING BOND, SERIES 2013
$___________
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% ________, 2013
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above,
or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2014, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Bond is required to
be authenticated and the date of its authentication is later than February 15, 2014, such interest is
payable semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. At maturity or
redemption prior to maturity, the principal of this Bond shall be paid to the registered owner
hereof upon presentation and surrender of this Bond at the designated corporate trust office in
Dallas, Texas (the "Designated Trust Office") of The Bank of New York Mellon Trust Company,
N.A., which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond
shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest
payment date by check, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the
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Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the last business day
of the month preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this
Bond for payment at the Designated Trust Office of the Paying Agent/Registrar. The City
covenants with the registered owner of this Bond that on or before each principal and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the
"Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the Bonds, when
due.
IN THE EVENT OF NON-PAYMENT of interest on a scheduled 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 ("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 Bond
appearing on the Registration Books kept by the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS BOND is one of a Series of Bonds dated as of July 15, 2013, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$_________, for the purpose of (i) refunding the Refunded Obligations, as defined in the
Ordinance; (ii) construction of street and transportation improvements throughout the City
including traffic signals, sidewalks, hike and bike trails and pedestrian improvements; (iii)
construction of park and park facilities improvements; (iv) the payment of fiscal, engineering and
legal fees incurred in connection with such projects; and (v) to pay the costs incurred in
connection with the issuance of the Bonds.
THE BONDS OF THIS SERIES maturing on ________ are subject to mandatory
redemption prior to maturity in part at random, by lot or other customary method selected by the
Paying Agent/Registrar, at par plus accrued interest to the redemption date, and without
premium, with funds on deposit in the Interest and Sinking Fund. Such Bonds shall be redeemed
by the Paying Agent/Registrar on February 15 in each of the years and in the principal amounts,
respectively, as are set forth in the following schedule:
Term Bonds due February 15, 20__:
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Mandatory Redemption Date: 2/15/___ Principal Amount: $___
Mandatory Redemption Date: 2/15/__* Principal Amount: $___
* Maturity
The principal amount of the Bonds required to be redeemed pursuant to the operation of
such mandatory sinking fund shall be reduced by the principal amount of any Bond which, at
least 45 days prior to the mandatory sinking fund redemption date (i) shall have been purchased
by the Issuer and delivered to the Paying Agent/Registrar for cancellation or (ii) redeemed
pursuant to the optional redemption provision described below and not theretofore credited
against a mandatory sinking fund requirement.
ON FEBRUARY 15, ____, or on any date thereafter, the Bonds of this Series maturing
on February 15, ____ and thereafter may be redeemed prior to their scheduled maturities, at the
option of the City, in whole, or in part, at par and accrued interest to the date fixed for
redemption. The years of maturity of the Bonds called for redemption at the option of the City
prior to stated maturity shall be selected by the City. The Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other method by the Paying Agent/Registrar;
provided, that during any period in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
AT LEAST THIRTY days prior to the date fixed for any such redemption, a written
notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption by depositing such notice in the United States mail, first-
class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar. By the date fixed for any such redemption
due provision shall be made by the City with the Paying Agent/Registrar for the payment of the
required redemption price for this Bond or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given,
and if due provision for such payment is made, all as provided above, this Bond, or the portion
hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity, and shall not bear interest after the date fixed for its redemption, and shall not be
regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Bond or any portion
hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in Authorized Denominations, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in the Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Bonds called for redemption, such notice
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must state that it is conditional, and is subject to the deposit of the redemption moneys with the
Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and
such notice shall be of no effect unless such moneys are so deposited on or prior to the
redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within
five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in Authorized Denominations. As provided in the Bond Ordinance, this Bond
may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as
the case may be, having the same maturity date, and bearing interest at the same rate, in
Authorized Denominations as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its
Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this
Bond must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust
Office, together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or
portions hereof in an Authorized Denomination to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Bond may be executed by the registered
owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond or any portion or portions hereof from time to time by the registered
owner. The foregoing notwithstanding, in the case of the exchange of an assigned and
transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the
Paying Agent/Registrar will be paid by the City. The one requesting such exchange shall pay the
Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any
Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer, or
exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither
the City nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption of Bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such
redemption is scheduled to occur within 45 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it
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promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
direct obligation of said City, issued on the full faith and credit thereof; and that in accordance
with the terms of the Bond Ordinance, annual ad valorem taxes sufficient to provide for the
payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said
City, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the City, and agrees that the terms and
provisions of this Bond and the Bond Ordinance constitute a contract between each registered
owner hereof and the City.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, or impressed, or placed in
facsimile, on this Bond.
xxxxx xxxxx
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the City as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a Bond of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
Dated: _______________ The Bank of New York Mellon
Trust Company, N.A.
Paying Agent/Registrar
By:
Authorized Representative
*FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF
COMPTROLLER'S CERTIFICATE
OFFICE OF COMPTROLLER §
REGISTER NO. ________
STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, and that he finds that it has been issued in conformity with the Constitution and laws of
the State of Texas, and that it is a valid and binding obligation of the City of College Station,
Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond
has this day been registered by me.
WITNESS MY HAND and seal of office at Austin, Texas this ___________________.
__________________________________________
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE: *to accompany initial Bonds only.
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FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints:
____________________________________, attorney, to register the transfer of the within Bond
on the books kept for registration thereof, with full power of substitution in the premises.
Dated: __________________.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
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EXHIBIT B
. PROCEDURES REGARDING COMPLIANCE WITH FEDERAL TAX AND
CONTINUING DISCLOSURE COVENANTS
This Exhibit is intended to assist the City of College Station (the "City") in complying
with the federal income tax covenants and securities disclosure covenants as they apply to the
issuance of tax-exempt debt securities such as the General Obligation Improvement and
Refunding Bonds (the "Obligations"). These procedures should be read together with any
federal tax certifications, bond covenants, letters or memoranda from bond counsel and any
attachments thereto (collectively, the "Closing Documents"). Failure to comply with federal
guidelines could have serious consequences for investors, the City and its officials.
These procedures shall apply to the Obligations, until they are superseded by a
change in circumstances at which time the City's bond counsel will propose new procedures to
be adopted.
I. FEDERAL TAX LAW
1. Arbitrage Compliance.
Arbitrage refers to the difference between the interest paid on tax-exempt Obligations and
the interest earned by investing the proceeds of tax-exempt Obligations in higher-yielding
investments. Such higher-yielding investments could take the form of loans, securities, real
property, personal property, or other investments that could yield a profit to the City. Federal
income tax laws generally restrict the ability to earn arbitrage utilizing the proceeds of tax-
exempt Obligations. Generally, any profit from investing Obligation proceeds at a yield above
the yield paid on the Obligations belongs to the federal government and must be rebated to the
federal government. If the City fails to comply federal tax guidelines, Obligations could be
deemed to be “arbitrage bonds” by the Internal Revenue Service (the “IRS”), which would
expose the City to monetary liability from the City’s investors.
The arbitrage yield on the Obligations is set forth on the IRS Form 8038-G.
The Executive Director of Business Services and the City Treasurer (including such other
employees of the City who report to such officers) (collectively, the "Responsible Person") will
review the Closing Documents periodically (at least once a year) to ascertain if an exception to
arbitrage compliance applies.
a. Procedures applicable to the Obligation. The Responsible Person shall undertake
the following procedures.
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i. If the City plans to spend funds currently on hand for a future project with
the intent to later repay such funds from a debt issue, the Responsible
Person shall contact Bond Counsel to obtain advice regarding a
reimbursement resolution. The Responsible Person shall maintain any
official action of the City (such as a reimbursement resolution) stating the
City's intent to reimburse with the proceeds of the Obligations any amount
expended prior to the Issue Date for the acquisition, renovation or
construction of the Project.
ii. The Responsible Person shall ensure that the applicable information return
(e.g., U.S. Internal Revenue Service ("IRS") Form 8038-G, 8038-GC, or
any successor forms) is timely filed with the IRS.
iii. If proceeds of the Obligations are to be invested in interest-earning
investments, assure that, unless excepted from rebate and yield restriction
under section 148(f) of the Code, excess investment earnings are
computed and paid to the U.S. government at such time and in such
manner as directed by the IRS (i) at least every 5 years after the Issue Date
and (ii) within 30 days after the date the Obligations are retired. If
proceeds of the Obligations are to be invested in interest-earning
investments, the Responsible Person should contact the City's arbitrage
consultant regarding such matters.
iv. The Responsible Person shall monitor all amounts deposited into a sinking
fund or funds pledged (directly or indirectly) to the payment of the
Obligations, such as the Interest and Sinking Fund (the "I&S Fund"), to
assure that the maximum amount invested within such applicable fund at a
yield higher than the yield on the Obligations does not exceed an amount
equal to the debt service on the Obligations in the succeeding 12 month
period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding 12-
month period.
NOTE: the purpose of the I&S Fund is to achieve a proper
matching of revenues with principal and interest payments within
each fiscal year. The I&S Fund should be used a mechanism for
payment of current debt service and not as a long-term investment
fund for debt service many years in the future.
v. The Responsible Person shall ensure that no more than 50% of the
proceeds of the Obligations are invested in an investment with a
guaranteed yield for 4 years or more.
b. With respect to the investment and expenditure of the proceeds of the Obligations
that are issued to finance public improvements or to acquire land or personal
property, the Responsible Person shall undertake the following.
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i. The Responsible Person shall instruct the persons who are primarily
responsible for the construction, renovation or acquisition of the facilities
financed with Obligations (the “Project”) that the Project must (i) proceed
with due diligence toward completion and that (ii) binding contracts for
the expenditure of at least 5% of the proceeds of the Obligations will be
entered into within six (6) months of the date of closing of the Obligations
(the “Issue Date”). The Responsible Person shall monitor that the above
requirements are satisfied.
ii. The Responsible Person shall monitor that at least 85% of the proceeds of
the Obligations to be used for the construction, renovation or acquisition
of the Project are expended within three years of the Issue Date.
iii. The Responsible Person shall monitor investment of proceeds of the
Obligations and restrict the yield of the investments to the yield on the
Obligations after three years of the Issue Date.
iv. To the extent that there are any unspent proceeds of the Obligations at the
time the Obligations are later refunded, or if there are unspent proceeds of
the Obligations that are being refunded by a new issuance of Obligations,
the Responsible Person shall continue monitoring the expenditure of such
unspent proceeds to ensure compliance with federal tax law with respect
to both the refunded Obligations and any Obligations being issued for
refunding purposes, and shall contact Bond Counsel as necessary.
c. Procedures applicable to Escrow Accounts for the Obligations. In addition to the
foregoing, with respect to the proceeds of the Obligations deposited to the escrow
fund to be administered pursuant to the terms of an escrow agreement, the
Responsible Person shall undertake the following.
i. The Responsible Person shall review invoices, reports and other
notifications from the escrow agent to ensure compliance with the
applicable provisions of the escrow agreement, including with respect to
reinvestment of cash balances.
ii. The Responsible Person shall contact the escrow agent on the date of
redemption of obligations being refunded to ensure that they were
redeemed.
iii. The Responsible Person shall monitor any unspent proceeds of the
refunded obligations to ensure that the yield on any investments applicable
to such proceeds are invested at the yield on the applicable obligations or
otherwise applied (see Closing Documents).
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B. Private Business Use.
Generally, the proceeds of tax-exempt Obligations may not inure to the benefit of entities
other than state or local governments (“private business use”). Private business use occurs
whenever Obligation proceeds are used to benefit any entity other than a state or local
government, including nonprofit corporations and the federal government.
A series of Obligations may lose their tax-exempt status if: (i) more than 10% of the
proceeds of the Obligations are to be used for any private business use and the payment of the
principal or interest on more than 10% of the proceeds of the Obligations is secured by or
payable from property used for a private business use, or (ii) the amount of proceeds of the
Obligations used to make loans to borrowers other than state and local governments exceeds the
lesser of 5% of the proceeds or $15 million.
With respect to the use of the facilities financed or refinanced with the proceeds of the
Obligations, the Responsible Person shall undertake the following to ensure the Obligations do
not violate private business use tests.
a. The Responsible Person shall develop procedures or a “tracking system” to
identify, log and record all property financed with tax-exempt debt and identify
the issue of Obligations used to finance such property.
b. The Responsible Person shall monitor and record the date on which the Project is
substantially complete and available to be used for the purpose intended.
c. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
City, the agents of the City or members of the general public has any contractual
right (such as a lease, research contract, naming rights agreement, purchase
contract, management agreement or other service agreement) with respect to any
portion of the Project.
d. Before entering into any private business use arrangement that involves the use of
the Project, the Responsible Person must obtain a description of the proposed
private business use arrangement and determine whether such arrangement, if put
into effect, will be consistent with the restrictions on private business use of the
Project. In connection with the evaluation of any proposed private business use
arrangement, the Responsible Person should consult with Bond Counsel to
discuss whether such arrangement, if put into effect, will be consistent with the
restrictions on private business use of the Project, and, if not, whether any
“remedial action” permitted under federal guidelines may be taken as a means of
enabling such private business use without adversely affecting the tax-exempt
status of the Obligations.
e. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, the employees of the
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City, the agents of the City or members of the general public has a right to use the
output of the Project (e.g., water, gas, electricity, capacity) on any basis other than
standard rates and charges.
f. The Responsible Person shall monitor and record whether, at any time the
Obligations are outstanding, any person, other than the City, has a naming right
for the Project or any other contractual right granting an intangible benefit.
g. Prior to any sale of property owned by the City (real or personal), the Responsible
Person must confirm whether such property was financed with tax-exempt debt,
and if so, determine whether the proposed disposition of the property could
impact the tax-exempt status of the series of Obligations that financed the
acquisition of such property.
h. The Responsible Person shall take any action necessary to remediate any failure
to maintain compliance with the covenants contained in the ordinance authorizing
the issuance of the applicable series of Obligations.
C. Record Retention.
The Responsible Person will maintain or cause to be maintained all records relating to the
investment and expenditure of the proceeds of the Obligations and the use of the Project financed
or refinanced thereby for a period ending three (3) years after the complete extinguishment of the
Obligations. If any portion of the Obligations is refunded with the proceeds of another series of
Obligations, such records shall be maintained until the three (3) years after the refunding
Obligations mature or are otherwise paid off. Such records can be maintained in paper or
electronic format.
For purposes of these procedures, the Memorandum of Bond Counsel dated December 1,
2011 styled "Certain Federal Income Tax Considerations for Record Retention – Record
Management Program and Periodic Compliance Review" in incorporated herein and should be
reviewed periodically, at least once per year, by the Responsible Person.
D. Responsible Person & Continuity.
Each Responsible Person shall receive appropriate training regarding the City’s
accounting system, contract intake system, facilities management and other systems necessary to
track the investment and expenditure of the proceeds and the use of the facilities financed with
the proceeds of the Obligations. The foregoing notwithstanding, the Responsible Person is
authorized and instructed to retain such experienced advisors and agents as may be necessary to
carry out the purposes of these instructions.
Prior to cessation of employment with the City, the Responsible Person should identify
their successor to maintain compliance with these procedures.
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II. FEDERAL SECURITIES LAW
Obligations, whether taxable or tax-exempt, sold in a public offering in an amount of
$1 million or more are subject to Rule 15c2-12 (the “Rule”) of the United States Securities and
Exchange Commission (the “SEC”). Additionally, the City may have covenanted to comply
with the Rule even with respect to Obligations that would otherwise be exempt from the Rule
(e.g., Obligations sold in a private placement or Obligations sold in an amount less than
$1 million). Pursuant to the Rule, the City is required to make annual filings of certain
information, as well as make filings upon the occurrence of certain specified events. All filings
must be made with the Municipal Securities Rulemaking Board (the “MSRB”) through its
Electronic Municipal Market Access System (“EMMA”) at emma.msrb.org.
A. Annual Filings.
The City must file the information listed below with EMMA within six (6) months of
each fiscal year end for so long as the respective series of Obligations remains outstanding. The
City’s fiscal year ends on September 30 of each year. Therefore, the City must provide updated
information by March 31 of the subsequent year. If audited financial statements are not available
by March 31, the City must provide unaudited financial information by such date and provide
audited financial statements when such statements become available. The City must file each of
the following items with EMMA:
(1) The City’s audited financial statements; and
(2) An update of the financial tables included in the Official Statement used in
connection with the Obligations as described under the caption "Continuing
Disclosure of Information". The information should be from the most recent
fiscal year end.
The Responsible Person must compile, prepare and make such filings within the required
time, or, alternatively, contract with a third-party, such as the City’s financial advisor, to make
such filings on the City’s behalf.
B. Notices of Specified Events.
The City must provide notice of any of the following events with respect to the
Obligations to the MSRB in a timely manner (but not in excess of ten business days after the
occurrence of the event):
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
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(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the IRS of proposed or final determinations
of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material
notices or determinations with respect to the tax status of the Obligations, or other
material events affecting the tax status of the Obligations;
(7) Modifications to rights of Obligation holders, if material;
(8) Obligations calls (includes redemptions and other early payments), if material,
and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Obligations, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City;
(13) The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional paying agent or the change of name of a
paying agent, if material; and
(15) In a timely manner, notice of a failure of the City to make the required annual
filings listed in Subsection II(A) above.
The Responsible Person should review this list at regular intervals to determine whether
any event has occurred that may require a filing with EMMA.
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EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
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 below (and included in the Appendix
or under the headings of the Official Statement referred to):
1. The "Annual Financial Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following tables, but
for the most recently concluded fiscal year: Tables 1 through 6 and 8 through 20.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 described above, as
such principles may be changed from time to time to comply with state law or regulation.
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EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT
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