HomeMy WebLinkAbout1995-2142 - Ordinance - 08/24/1995CERTIFICATE FOR ORDINANCE
We, the undersigned Mayor and City Secretary of the City of College Station, Texas (the "City"), hereby
certify as follows:
1. The City Council of the City (the "Council") convened in regular session, open to the public,
on August 24, 1995, at the meeting place designated in the notice (the "Meeting"), and the roll was called
of the members, to wit: Larry J. Ringer, Mayor, and the following City Councilmembers: William Fox,
David Hickson, Lynn McIlhaney, Hub, bard Ke~n~ly, La{fy Marriot, and Nancy Crouch. All members of
the Council were present, except /UCtflg4/(.//g~t/~../,l_ . constituting a quorum. Whereupon
among other business, the following was transacted at the Meeting a written ordinance entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF $6,000,000 CITY OF COLLEGE
STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1995;
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT; AND
APPROVING ),lJ~ OTHER MATTERS RELATED TO ISSUANCE OF THE BONDS,
INCLUDING IMMEDIATE EFFECTIVENESS
(the "Ordinance") was duly introduced for the consideration of the Council and read it full. It was then
duly moved and seconded that the Ordinance be finally passed and adopted; and after due discussion, such
motion, carrying with it the adoption of the Ordinance prevailed and carried by the following vote:
YES: ~' NOES: O ABSTENTIONS: O
2. A true, full, and correct copy of the Ordinance adopted at the Meeting is attached to and
follows this Certificate; the Ordinance has been duly recorded in the Council's minutes of the Meeting; the
above and foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of the
Meeting pertaining to the adoption of the Ordinance; the persons named in the above and foregoing
paragraph are duly chosen, qualified, and acting officers and members of the Council as indicated therein;
each of the officers and members of the Council as indicated therein; each of the officers and members of
the Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and
purpose of the Meeting, and that the Ordinance would be introduced and considered for adoption at the
Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for
such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of
the Meeting was given, all as required by Chapter 551, Texas Government Code.
3. Connie Hooks is the duly appointed and acting City Secretary of the City.
SIGNED AND SEALED THIS August 24, 1995.
City Secretary
City of College Station, Texas
City of C~"~-"le ge Station,~Texa'iz''c2'-~Mayor ~~~~' ~-'3
(CITY SEAL)
ORDINANCE NO. 2142
ORDINANCE AUTHORIZING THE ISSUANCE OF $6,000,000 CITY OF COLLEGE
STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1995; EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT; AND APPROVING ALL OTHER
MATTERS RELATED TO ISSUANCE OF THE BONDS, INCLUDING IMMEDIATE
EFFECTIVENESS
WHEREAS, the City Council of the City of College Station, Texas (the "City" or the "Issuer") has
heretofore issued the following described outstanding bonds (collectively, the "Previously Issued Parity Bonds")
to-wit:
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1990 in the
principal amount of $4,800,000 (the "Series 1990 Bonds"); and
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BONDS,
SERIES 1993 in the principal amount of $5,850,000 (the "Series 1993 Bonds");
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1994 in the
principal amount of $16,500,000 (the "Series 1994 Bonds");
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS,
TAXABLE SERIES 1995
WHEREAS, all of the Previously Issued Parity Bonds are secured by a pledge of the net revenues from the
operation of the City's combined waterworks system, sewer system, and electric light and power system and are
on a parity with each other (and any Parity Bonds, hereinafter defined, which are hereafter authorized, issued, and
delivered);
WHEREAS, notice of intention to issue the bonds authorized hereby has been given by publication thereof
in The Bryan-College Station Eagle, a newspaper of general circulation in the City, on July 30, 1995 and August
6, 1995;
WHEREAS, the City has received no petition from the qualified electors of the City protesting the issuance
of the Bonds;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TEXAS THAT:
Section 1. Bonds Authorized. Pursuant to Article 1111 et. seq., Vernon's Texas Civil Statutes, as
amended, and other applicable law, the City's bonds are hereby authorized to be issued to be designated as the
"City of College Station, Texas Utility System Revenue Bonds, Series 199:5" in the aggregate principal amount
of $6,000,000 with $3,000,000 being issued for the purpose of extending and improving the City's existing
electric light and power system; with $1,800,000 being issued for the purpose of extending and improving the
City's existing water system; and $1,200,000 for extending and improving the City's existing wastewater system,
and paying the costs of issuance of the Bonds.
Section 2. Dates~ Maturities~ and Interest Rates. The Bonds shall be dated August 1, 1995, shall be in
the denomination of $5,000 or any integral multiple thereof, shall be numbered 1-1 for the Initial Bond and
consecutively from R-I upward for the definitive bonds, and shall mature on the maturity date, in each of the
years, and in the amounts, respectively, as set forth in the following schedule and shall bear interest at the
following rates per annum:
MATURITY DATE: FEBRUARY 1
INTEREST INTEREST
YEAR AMOUNTS RATES YEAR AMOUNTS RATES
1997 $300,000 6.25% 2007 $300,000 5.30%
1998 300,000 6.25 2008 300,000 5.40
1999 300,000 6.25 2009 300,000 5.50
2000 300,000 6.25 2010 300,000 5.50
2001 300,000 6.25 2011 300,000 5.50
2002 300,000 6.25 2012 300,000 5.50
2003 300,000 6.25 2013 300,000 5.50
2004 300,000 6.25 2014 300,000 5.50
2005 300,000 6.25 2015 300,000 5.50
2006 300,000 5.25 2016 300,000 5.50
Such interest shall be payable on February 1, 1996, and semiannually thereafter on August I and February I.
Said interest shall be payable to the registered owner of any such Bond in the manner provided in the FORM OF
BONDS set forth in this Ordinance.
Section 3. Right of Prior Redemption. The City reserves the right to redeem the Bonds maturing on or
after February 1, 2006, in whole or in part in principal amount of $5,000 or any integral multiple thereof, on
February 1, 2005, or any date thereafter, at the par value thereof to be redeemed and shall direct the Paying
Agent/Registrar to call by lot Bonds, or portions thereof, within such maturity or maturities and in such principal
amounts, for redemption.
Notice of such redemption shall be given as provided in the FORM OF BOND in Section 5 hereof. If such
notice of redemption is given, and if due provision for such payment is made, the Bonds, or the portions thereof
which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and
shall not bear interest after the date fixed for their 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 the Bonds or any
portion thereof. 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 the Bonds, or the portions thereof
which are 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, the Bonds, or the
portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled
maturities and shall not bear interest after the date fixed for their 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. 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 any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in an 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 this Ordinance.
Section 4. Pa¥ina Agent/Registrar. (a) The City shall keep or cause to be kept at the principal corporate
trust office of the Paying Agent/Registrar herein named, or such other bank, trust company, financial institution,
or other entity duly qualified and legally authorized to serve and perform duties of and services of Paying
Agent/Registrar, named in accordance with the provisions of (g) of this Section (the "Paying Agent/Registrar"),
books or records of 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 such 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, 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 of such bond to the Paying Agent/Registrar 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 the bond, or any portion thereof in any integral multiple of $5,000,
to the assignee or assignees thereof, and the right of such assignee or assignees to have the 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 unless
otherwise required by law; 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 of such bonds, and all replacements of
such bonds, as provided in this Ordinance.
(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, to the extent of the unpaid or unredeemed principal balance or
principal amount thereof, may, upon surrender of such bond at the principal corporate 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 BONDS set forth in this Ordinance, in the denomination of $~$,000, or any integral multiple of $5,000
(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 unpaid or unredeemed 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 a portion of any Bond shall be
redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity
date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000
at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon surrender thereof for cancellation. 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 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 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 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.
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such bond, date such
by dating the Authentication Certificate in the manner set forth above, and manually sign such Certificate, and
no such bond shall be deemed to be issued or outstanding unless such 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 Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner
prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel
engraved borders of customary weight and strength pursuant to Article 717k-6, Vernon's Texas Civil Statutes,
and particularly Section 6 thereof, the duty of such exchange or replacement of bonds as aforesaid is hereby
imposed upon the Paying Agent/Registrar, and upon the execution of the aforementioned Paying Agent/Registrar's
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 (1) to issue, transfer, or exchange any Bond subject to redemption
during a period beginning at the opening of business !:5 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 Bond after it is selected for redemption, in whole or in part when such redemption is scheduled
to occur within 30 calendar days; provided, however, that such limitation shall not be applicable to an exchange
by the owner of the uncalled principal balance 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 BONDS set forth in this Ordinance.
(f) The City shall pay all of the Paying Agent/Registrar's reasonable and customary fees and charges for
making transfers, conversions, and exchanges of the Bonds in accordance with an agreement between the City
and the Paying Agent/Registrar, 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. In addition, the City hereby covenants
with the registered owners of the Bonds that it will pay the reasonable and standard or customary fees and charges
of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the
Bonds, when due.
(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 entity duly qualified and legally authorized to serve as and perform the duties and services of Paying
Agent/Registrar, 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 promptly it will appoint
4
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 Paying
Agent/Registrar to each registered owner of the Bonds, by United States mail, 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 5..Forms. The form of the Bonds, including the form of Paying Agent/Registrar's Certificate, the
form of Assignment, the form of Statement of Insurance, and the form of the Comptroller's Registration
Certificate to accompany the Bonds on the initial delivery thereof, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance:
FORM OF BONDS:
FORM OF DEFINITIVE BONDS
NO.
United States of America
State of Texas
CITY OF COLLEGE STATION, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 1995
MATURITY DATE INTEREST RATE ISSUE DATE CUSIP
% August 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT: $
THE CITY OF COLLEGE STATION, TEXAS (the "City") hereby promises to pay to the Registered
Owner, specified above, or the registered assignee (the "registered owner") the Principal Amount, specified above,
and to pay interest thereon from the Issue Date, specified above, to the Maturity Date, specified above, at the
Interest Rate, specified above, with said interest being payable on February 1, 1996, and semiannually on each
August I and February I thereafter.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States
of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered
owner hereof upon presentation and surrender of this Bond at maturity at the principal payment office of TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, DALLAS, TEXAS, 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 regis-
tered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of
business on the Record Date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds
of the City required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided;
and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such
interest payment date, to the registered owner at its address as it appears on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. The record date ("Record Date") for the interest payable on any
interest payment date means the fifteenth calendar day of the month preceding a scheduled interest payment. In
the event of a 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 (the "Special Payment Date", which shall be 1S
calendar 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 books of the Paying Agent/Registrar at the close of business on the last business day next
preceding the date of mailing of such notice. The City covenants with the registered owner of this Bond that no
later than each principal payment date and interest payment date for this Bond it will make available to the Paying
Agent/Registrar 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 manner set forth in the ordinances authorizing the issuance of the
bonds adopted by the City Council of the City (the "Ordinance").
THE TERMS AND PROVISIONS of this Bond are continued on the reverse side hereof and shall for all
purposes have the same effect as though fully set forth at this place.
*IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday,
a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located
are authorized by law or executive order to close, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; 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 of like tenor and effect except as to denomination, number,
maturity, interest rate and right of prior redemption, issued in the aggregate principal amount of $6,000,000 with
$3,000,000 being issued for the purpose of extending and improving the City's existing electric light and power
system; $1,800,000 being issued for the purpose of extending and improving the City's existing water system;
and $1,200,000 being issued for the purpose of extending and improving the City's existing wastewater system,
and paying the costs of issuance of the Bonds.
*THE BONDS of this series scheduled to mature on and after February I, 2006 may be redeemed prior to
their scheduled maturities, in whole or in part, in principal amounts of $$,000 or any integral multiple thereof,
at the option of the City, on February 1, 2005, or on any date thereafter, for the principal amount thereof plus
accrued interest to the date fixed for redemption.
*NOTICE OF REDEMPTION shall be sent by the Paying Agent/Registrar by United States mail, first-class
postage prepaid, at least 30 days prior to the date fixed for any such redemption, to the registered owner of each
Bond, or portion thereof to be redeemed, at its address as it appeared on the Registration Books on the 45th day
prior to such redemption date and to major securities depositories, national bond rating agencies, and bond
information services; provided, however, that the failure to send, mail, or receive such notice, or any defect
therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for
the redemption of any Bond. 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 thereof 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 any denomination or denominations in any integral multiple
of $5,000, 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.
*ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons,
in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any
unredeemed portion hereof, 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 any denomination or denominations in any
integral multiple of $5,000 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 for cancellation, all in accordance
with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, 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 any integral multiple of $5,000 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 City shall pay the Paying
Agent/Registrar's reasonable standard or customary fees and charges for transferring, converting and exchanging
any Bond or portion thereof; provided, however, that any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such transfer, conversion and exchange. In any circumstance,
neither the City nor the Paying Agent/Registrar shall be required (!) to make any transfer or exchange during
a period beginning at the opening of business 15 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 30 calendar days; provided,
however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal
balance of a Bond.
*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 Ordinance 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 Bonds.
*BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the
terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the
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 Ordinance constitute a contract between each registered owner
hereof and the City.
*THE CITY HAS RESERVED THE RIGHT, subject to the restrictions stated, and adopted by reference,
in the Ordinance, to issue additional parity revenue bonds which also may be made payable from, and secured
by, a first lien on and pledge of the "Net Revenues" of the City's combined waterworks system, sewer system,
and electric light and power system (as defined and described in the Ordinance) on a parity with the previously
issued parity bonds including the Bonds.
*THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this obligation
out of any funds raised or to be raised by taxation, or from any source whatsoever other than the aforesaid Net
Revenues.
IT IS HEREBY certified 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 special obligation; and that the principal of and interest on this Bond
together with outstanding parity revenue bonds are payable from, and secured by a first lien on and pledge of,
the Net Revenues.
IN TESTIMONY WHEREOF, the City Council has caused the seal of the City to be duly impressed or
placed in facsimile hereon, and this Bond to be signed with the imprinted facsimile signature of the Mayor and
countersigned by the facsimile signature of the City Secretary.
COUNTERSIGNED:
XXXXXXXXXXXX. XXXXXXX'XXXXXXXXXXXXX
City Secretary, City of College Station
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Mayor, City of College Station
(CITY SEAL)
*FORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE
Capital Guaranty Insurance Company ("Capital Guaranty"), a Maryland corporation, has issued its Municipal
Bond Guaranty Insurance Policy Number 95-0314-16TX1-12 (the "Insurance Policy") securing the payment of
Insured Amounts of this Obligation, as such terms are defined in said Insurance Policy.
Reference is made to the Insurance Policy for the complete provisions thereof. All payments required to
be made under the Insurance Policy shall be made in accordance with the provisions thereof.
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
[Not included on Initial Bond]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on the
face of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a
portion of a bond or bonds 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
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Paying Agent/Registrar
By.
Authorized Representative
FORM OF ASSIGNMENT
*ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative
or attorney thereof, hereby assigns this Bond to
/ /
(Assignee's Social Security or Tax Payer Identification number) (Print or type Assignee's names and address including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's
Registration Books with full power of substitution in the premises.
Dated
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature above must correspond with
member firm of the New York Stock Exchange or the name of the Registered Owner as it appears
a commercial bank or trust company, upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
The following abbreviations, when used in the assignment above or on the face of the within Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian under Uniform Gifts to Minor Act
(Cust) (Minor)
(State)
Additional abbreviations may also be used though not in the list above.
NOTE TO PRINTER:
*¶s to be on reverse side of definitive bonds
FORM OF INITIAL BOND
The Initial Bond shall be in the form set forth above for the Definitive Bonds, except the following shall
replace the heading and the first three paragraphs:
NO. I-1 $6,000,000
United States of America
State of Texas
CITY OF COLLEGE STATION, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 1995
Issue Date:
Registered Owner:
Principal Amount:
THE CITY
August 1, 1995
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SIX MILLION DOLLARS ($6,000,000)
OF COLLEGE STATION, TEXAS (the "City" or the "Issuer"), for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner, specified above,
or the registered assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal
installments payable on February 1 in each of the years, and bearing interest at per annum rates in accordance
with the following schedule:
YEARS OF PRINCIPAL INTEREST
STATED MATURITIES INSTALLMENTS RATES
$ %
(Information to be inserted from schedule in Section 2 hereof.)
INTEREST on the unpaid Principal Amount hereof from the Issue Date, specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has
become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a
360-day year of twelve 30-day months; such interest being payable on February 1 and August 1 of each year,
commencing February 1, 1996.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States
of America, without exchange or collection charges. The final payment of principal of this Bond shall be paid
to the Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the principal
payment office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Dallas, Texas, which is the
"Paying Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall
be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the Registration Books kept
by the Paying Agent/Registrar at the close of business on the Record Date by check drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent/Registrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described.
The record date ("Record Date") for payments hereon means the fifteenth calendar day of the month preceding
a scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment thereof have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date",
which shall be 15 calendar 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 the Registered Owner
appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next
preceding the date of mailing of such notice. The City covenants with the Registered Owner that no later than
each principal installment payment date and interest payment date for this Bond it will make available to the
Paying Agent/Registrar 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 manner set forth in the ordinances authorizing the
issuance of the Bonds adopted by the City Council of the City (the "Ordinance").
FORM OF COMPTROLLER'S CERTIFICATE
(ATTACHED TO THE INITIAL BOND)
OFFICE OF COMPTROLLER: REGISTER NO.
STATE OF TEXAS:
I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney
General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of
the State of Texas.
Witness my signature and seal this
10
(SEAL)
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
Section 6. Definitions. As used in this Ordinance, in addition to other defined terms herein, the following
terms shall have the meanings set forth below, unless the text hereof specifically indicates otherwise:
"Additional Bonds" means the additional parity obligations which the City reserves the right to issue in the
future, as provided in Section 15 of this Ordinance.
"Bond" or "Bonds" means one or more, as the case may be, of the Bonds authorized to be issued by this
Ordinance.
"Bond Fund" means the fund provided for in the ordinances authorizing the issuance of the Previously
Issued Parity Bonds.
"City" and "Issuer" mean the City of College Station, Texas, or where appropriate, the City Council thereof.
"City Council" means the governing body of the City.
"Code" means the Internal Revenue Code of 1986, as amended.
"Junior Lien Certificates" means the following certificates of obligation issued by the City bearing the dates,
in the original principal amounts, and finally maturing as set forth below, to-wit:
Date Principal Amount Final Maturity
06/15/85 $ 393,000 06/15/99
"Net Revenues" means the gross revenues of the Systems less the reasonable expenses of operation and
maintenance of the Systems, including all salaries, labor, materials, repairs, and extensions necessary to render
efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council,
reasonably and fairly exercised, are necessary to keep the plant or utility in operation and render adequate service
to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition
which would otherwise impair the Parity Bonds shall be deducted in determining the "Net Revenues".
"Parity Bonds" means collectively the Previously Issued Parity Bonds, the Bonds, and any Additional
Bonds.
"Parity Bonds Ordinances" means collectively the ordinances authorizing the Parity Bonds.
"Previously Issued Parity Bonds" means the outstanding bonds named in the preamble to this Ordinance.
"Reserve Minimum" is defined in Section 12(e) hereof.
"Series 1990 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 1993 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 1994 Bonds" means the bonds described in the preamble to this Ordinance.
Il
"Series 1995 Bonds" means the bonds described in the preamble to this Ordinance.
"Systems" means the City's entire existing waterworks system, sewer system, and electric light and power
system, including all present and future extensions, enlargements, additions, replacements, and improvements
thereto.
"Systems Fund" means that fund described in Section 9 hereof.
"Year" or "fiscal year" means the regular fiscal year used by the City in connection with the operation of
the Systems, which may be any 12 consecutive months period established by the City Council.
Section 7. Pledge. The principal of the Parity Bonds, redemption premium, if any, and any interest
payable thereon, are and shall be secured by and payable from an irrevocable first lien on and pledge of the Net
Revenues, and the Net Revenues are further pledged irrevocably to the establishment and maintenance of the
funds created by the Parity Bonds Ordinances. The Parity Bonds are not and will not be secured by or payable
from a mortgage or deed of trust on any real, personal, or mixed properties constituting the Systems. The owners
of the Parity Bonds shall never have the right to demand payment of such obligations out of any funds raised or
to be raised by taxation, or from any source whatsoever other than the Net Revenues. This Ordinance shall not
be conslrued as requiring the City to expend any funds which are derived from sources other than the operation
of the Systems, but nothing herein shall be construed as preventing the City from doing so.
Section 8. Rates. The City covenants and agrees with the holders of the Parity Bonds that it will: (a) fix
and maintain rates and collect charges for the facilities and services afforded by the Systems which will provide
revenues sufficient at all times: (1) to pay all operation, maintenance, depreciation, replacement, and betterment
charges of the Systems; (2) to establish and maintain the Bond Fund; (3) to generate in each year Net Revenues
equal to 1.2:5 times the maximum annual requirements for the payment of the principal of and interest on the
Parity Bonds at the time outstanding (although amounts shall be paid into the Bond Fund only in accordance with
Section 9 hereof); and (4) to pay all indebtedness outstanding against the Systems, other than the Parity Bonds,
including the Junior Lien Certificates as and when the same become due; and
Co) deposit as collected all revenues derived from the operation of the Systems into the Systems Fund.
Section 9. Flow of Funds. There has been created and established on the books of the City, and accounted
for separate and apart from all other funds of the City, a special Systems Fund. All gross revenues received from
operation of the Systems are and shall be deposited into and credited to the Systems Fund immediately upon
receipt. The necessary and reasonable expenses of operation and maintenance of the Systems shall first be paid
from the Systems Fund. The City shall then make substantially equal monthly payments into the Bond Fund
(commencing with respect to the Bonds and any Additional Bonds on the date of delivery to the initial purchaser
thereo0 during each year in which any of the Parity Bonds are outstanding in an aggregate amount equal to 100%
of the amounts required to meet the interest and principal payments falling due on or before the next maturity
date of the Parity Bonds. The City shall, at least five days prior to February 1, 1996, and each August I and
February I thereafter, deposit into the Bond Fund any additional Net Revenues available in the Systems Fund
which may be necessary to pay in full the interest on and principal, if any, coming due on the Parity Bonds such
February I or August 1. In no event shall any amount in excess of the amounts stated above be placed in the
Bond Fund for the payment of the interest on or principal of the Parity Bonds, and any amount so placed may
be withdrawn by the City and replaced in the Systems Fund. Any funds remaining in the Systems Fund, after
provision for the reasonable cost of operating and maintaining the Systems, and after paying the amounts required
to be paid into the Bond Fund, may be used for any lawful purpose.
Section 10. Investments. Money in any Fund established by the Parity Bonds Ordinances may, at the
option of the City, be placed or invested in any investments then permitted by Texas law and permitted in the
Parity Bonds Ordinances.
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Section 11. Funds Secured. Money in all Funds created by this Ordinance, to the extent not invested,
shall be secured in the manner prescribed by law for securing funds of the City.
Section 12. Additional Bonds. In addition to inferior lien obligations, the City expressly reserves the right
hereafter to issue additional parity bonds and other evidences of indebtedness now or hereafter authorized by the
Legislature of Texas (collectively, the "Additional Bonds"), and the Additional Bonds, when issued, may be
secured by and payable from a first lien on and pledge of the Net Revenues in the same manner and to the same
extent as the outstanding Parity Bonds but subject to the remaining provisions hereof, and the Previously Issued
Parity Bonds, the Bonds, and the Additional Bonds may be in all respects of equal dignity. It is provided,
however, that no Additional Bonds shall be issued unless:
(a) As long as any of the Previously Issued Parity Bonds are outstanding and unpaid, all material conditions
set forth in the Parity Bonds Ordinances are satisfied;
(b) As long as any of the Previously Issued Parity Bonds are outstanding, the "net earnings" (defined below)
of the Systems for the fiscal year next preceding the month in which the ordinance authorizing such Additional
Bonds is adopted, were equal to each of the provisions following in items (cXi) and (ii) below, determined
independently and certified by an independent firm of certified public accountants, based upon an annual audit
of the books of the Systems;
(c) An independent firm of certified public accountants, based upon an annual audit of the books of the
Systems, certified that the net earnings of the Systems for the previous fiscal year or for any 12 consecutive
month period ending not more than 90 days prior to the date of the adoption of the ordinance authorizing such
Additional Bonds or other evidence of indebtedness were equal to each of the following determined
independently:
(i) at least 1.40 times the average annual requirements for the payment of principal and interest on
the then outstanding Parity Bonds and other evidences of indebtedness payable from the revenues of
the Systems and on said Additional Bonds or other evidences of indebtedness, when issued, sold, and
delivered; and
(ii) at least 1.25 times the maximum annual requirement for the payment of the principal of and
interest on the Parity Bonds then outstanding and on such Additional Bonds, when issued, sold, and
delivered;
provided, however, should the certificate of the accountant certify that the net earnings of the Systems for the
period covered thereby were, in either case, less than required above, and a change in the rates and charges for
the services afforded by the Systems became effective at least 60 days prior to the scheduled date of adoption
of the ordinance authorizing such Additional Bonds, then such Additional Bonds may nevertheless be issued if
an independent engineer or engineering firm having a favorable reputation with respect to such matters certifies
that, had such change in rates and charges been effective for the entire period covered by the accountant's
certificate would have met the tests specified in (i) and (ii) above.
The term "net earnings" as used in this Section shall mean all of the Net Revenues, exclusive of income
received specifically for capital items, after deduction of the reasonable expenses of operation and maintenance
of the Systems excluding expenditures which under standard accounting practice should be charged to capital
expenditures or depreciation;
(d) Such Additional Bonds or other evidences of indebtedness are made to mature on February I in each
of the years in which they are scheduled to mature; and
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(e) The entire issue of such Additional Bonds is insured in a manner similar to the Previously Issued Parity
Bonds by an insurance company or association of companies whose insured obligations are rated by either
Moody's Investors Service or Standard & Poor's Ratings Group in the same or a higher rating category than the
insured obligations of the Municipal Bond Investors Assurance Corporation (at the time such Additional Bonds
are to be issued) or the City shall establish a reserve fund for such Additional Bonds by any method or
combination of methods that the City deems reasonable and appropriate provided that (i) the amount of such
reserve fund (or coverage of any surety bond in lieu thereof) shall at least equal the maximum annual debt service
requirements of such Additional Bonds, not to exceed the maximum then permitted by applicable regulations,
procedures, or published rulings oftbe Internal Revenue Service (the "Reserve Minimum"); (ii) if any cash reserve
fund is funded by making transfers of Net Revenues in the Systems Fund, such transfers shall be made each
month in an amount reasonably sufficient to reach the Reserve Minimum within a period of not more than five
years after such Additional Bonds are sold and delivered; and (iii) such reserve fund shall be for the equal benefit
of the owner of (x) such Additional Bonds, (y) any Parity Bonds theretofore issued which are not insured in
manner similar to the Previously Issued Parity Bonds, and (z) any Additional Bonds thereafter issued which are
not so insured.
Section 13. General Covenants. The City further covenants, warrants, and agrees that in accordance with
and to the extent required or permitted by law while the Parity Bonds are outstanding and unpaid:
(a) PERFORMANCE. It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in each Parity Bonds Ordinances, and in each and every Parity Bond; it will
promptly pay or cause to be paid the principal of and interest on every Parity Bond, on the dates and in the places
and manner prescribed in the Parity Bonds Ordinances; and it will, at the times and in the manner prescribed,
deposit, or cause to be deposited, the amounts required to be deposited into the Bond and the Reserve Fund, if
any; and any holder of the Parity Bonds may require the City, its officials and employees, to carry out, respect,
or enforce the covenants and obligations of the Parity Bonds Ordinances by all legal and equitable means, includ-
ing specifically, but without limitation, the use and filing of mandamus proceedings in any court of competent
jurisdiction against the City, its officials and employees.
(b) CITY'S LEGAL AUTHORITY. It is a duly created and existing home rule city of the State of Texas,
and is duly authorized under the laws of the State of Texas to create and issue the Parity Bonds; all action on its
part for the creation and issuance of said obligations has been duly and effectively taken; and said obligations
in the hands of the holders and owners thereof are and will be valid and enforceable special obligations of the
City in accordance with their terms.
(c) TITLE. It has or will obtain lawful title to the lands, buildings, structures, and facilities constituting
the Systems; it will defend the title to all the aforesaid lands, buildings, structures, and facilities, and every part
thereof, for the benefit of the holders and owners of the Parity Bonds against the claims and demands of all
persons whomsoever; it is lawfully qualified to pledge the Net Revenues to the payment of the Parity Bonds in
the manner prescribed herein; and it has lawfully exercised such rights.
(d) LIENS. It will from time to time and before the same become delinquent pay and discharge all taxes,
assessments, and governmental charges, if any, which shall be lawfully imposed upon it or the Systems; it will
pay all lawful claims for rents, royalties, labor, materials, and supplies which if unpaid might by law become a
lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority
of the liens granted hereunder shall be fully preserved in the manner provided herein; and it will not create or
suffer to be created any mechanic's, laborer's materialman's, or other lien or charge which might or could be prior
to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impairedl
provided, however, that no such tax, assessment, or charge, and that no such claims which might be used as the
basis of a mechanic's, laborer's, materialman's, or other lien or charge, shall be required to be paid so long as
the validity of the same shall be contested in good faith by the City.
14
(e) OPERATION OF SYSTEMS; NO FREE SERVICE. It shall continuously and efficiently operate the
Systems and maintain the Systems in good condition, repair, and working order, all at reasonable cost. No free
service of the Systems shall be allowed, and should the City or any of its agencies or instrumentalities, lessees,
or concessionaires make use of the services and facilities of the Systems, payment monthly of the standard retail
price of the services provided shall be made by the City or any of its agencies or instrumentalities, lessees, or
concessionaires out of funds from sources other than the revenues of the Systems.
(0 FURTHER ENCUMBRANCE. It shall not additionally encumber the Net Revenues in any manner,
except as permitted in the Parity Bonds Ordinances in connection with Additional Bonds, unless said encumbrance
is made junior and subordinate in all respects to the liens, pledges, covenants, and agreements of the Parity Bonds
Ordinances; but the right of the City to issue obligations payable from a subordinate lien on the surplus Net
Revenues is specifically recognized and retained.
(g) SALE OR DISPOSAL OF PROPERTY. It shall not sell, convey, mortgage, encumber, lease, or in any
manner transfer title to, or dedicate to other use, or otherwise dispose of the Systems, or any significant or
substantial part thereof; provided, however, that when the City deems it necessary to dispose of any other property
to other use, it may do so either when it has made arrangements to replace the same or provide substitutes
therefor, or it is determined by resolution of the City Council that no such replacement or substitute is necessary.
(h) INSURANCE. It agrees to maintain insurance on the Systems, for the benefit of the holders or owners
of the Parity Bonds, of a kind and in an amount which usually would be carried by private companies engaged
in a similar type of business in the same area.
(i) RECORDS AND AUDITS. It shall keep proper books, records, and accounts, separate from all other
books, records, and accounts, in which complete and correct entries shall be made of all transactions relating to
the Systems. Upon written request made not more than 60 days following the close of the fiscal year, the City
shall furnish to any holder of any Parity Bonds complete financial statements of the Systems in reasonable detail
covering such fiscal year, certified by the City's auditor. Any holders of 25% in principal amount of the Parity
Bonds at the time outstanding shall have the right at all reasonable times to inspect the Systems and all records,
accounts, and data of the City relating thereto.
O) GOVERNMENTAL AGENCIES. It has or will obtain and keep in full force and effect all franchises,
permits, authorization, and other requirements applicable to or necessary with respect to the acquisition,
construction, equipment, operation, and maintenance of the Systems, and it will comply with all of the terms and
conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the
Systems.
(k) NO COMPETITION. It will not operate, or grant any franchise or, to the extent it legally may, permit
the acquisition, construction, or operation of, any facilities which would be in competition with the Systems, and
to the extent that it legally may, the City will prohibit any such competing facilities.
Section 14. Amendment of Ordinance. (a) The holders of the Parity Bonds aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Parity Bonds shall have the right from time
to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City;
provided, however, that without the consent of the holders of all of the Parity Bonds at the time outstanding,
nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in
this Ordinance or in the Parity Bonds so as to:
(!) Make any change in the maturity of the outstanding Parity Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Parity Bonds;
(3) Reduce the amount of the principal payable on the outstanding Parity Bonds;
15
(4) Modify the terms of payment of principal of or interest on the outstanding Parity Bonds or impose any
conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Parity Bonds; or
(6) Change the minimum percentage of the principal amount of Parity Bonds necessary for consent to such
amendment.
(b) If at any time the City shall desire to amend the Ordinance under this Section, the City shall cause
notice of the proposed amendment to be published in a financial newspaper or journal published in The City of
New York, New York, once during each calendar week for at least two successive calendar weeks. Such notice
shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the
principal office of the Paying Agent/Registrar for inspection by all holders of Parity Bonds. Such publication is
not required, however, if notice in writing is given to each holder of the Parity Bonds.
(c) When at any time not less than 30 days, and within one year, from the date of the first publication of
said notice or other service of written notice, the City shall receive an instrument or instruments executed by the
holders of at least 51% in aggregate principal amount of all Parity Bonds, which instrument or instruments shall
refer to the proposed amendment described in said notice and which specifically consent to and approve such
amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City Council
may pass the amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective
rights, duties, and obligations under this Ordinance of the City and all the holders of Parity Bonds shall thereafter
be determined, exercised, and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the holder of a Parity Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the first publication of the notice provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Parity Bond during such period.
Such consent may be revoked at any time aider six months from the date of the first publication of such notice
by the holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent
and the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of
the Parity Bonds as in this Section defined have, prior to the attempted revocation, consented to and approve the
amendment.
(f) For the purpose of this Section the fact of the holding of Parity Bonds issued in registered form without
coupons and the amounts and numbers of such Parity Bonds and the date of their holding same shall be proved
by the Registration Books of the Paying Agent/Registrar. The City may conclusively assume that such ownership
continues until written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City Council may
amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants
and agreements thereafter to be observed, grant additional rights or remedies to bondholders, or to
surrender, restrict, or limit any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting, or supple-
menting any defective provision contained in this Ordinance, or in regard to clarifying matters or questions
arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this
Ordinance and which shall not adversely affect the interests of the holders of the Parity Bonds;
(3) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i)
such modification shall be, and be expressed to be, effective only after all Parity Bonds outstanding at the
date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be
16
specifically referred to in the text of all Additional Bonds issued after the date of the adoption of such
modification.
Section 15. Damaged, Mutilated~ Lost~ Stolen~ or Destroyed Bonds. (a) 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 of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to
the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant 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 applicant 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 applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so
damaged or mutilated.
(c) 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 expect 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) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the 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.
(e) In accordance with Section 6 of Article 717k-6, V.T.C.S., this Section of this Ordinance shall constitute
authority for the issuance of any such replacement bond without necessity of further action by the governing body
of 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 4(d) of this Ordinance for Bonds issued
in exchange for other Bonds.
Section 16. Defeasance of the Bonds. (a) Any Bond and the interest thereon shall be deemed to be paid,
retired, and no longer outstanding (a "Older Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (c) 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, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving of any required notice
of redemption), 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 for such payment (1) lawful money of the United States of
America sufficient to make such payment or (2) direct obligations of the United States of America, or obligations
the principal of and interest on which are unconditionally guaranteed by the United States of America, which may
be United States Treasury obligations such as its State and Local Government Series, and which may be book
entry form (herein "Government Obligations") which mature as to principal and interest in such amounts and at
such time as will insure the availability, without reinvestmeut, 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 Older Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Older Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by,
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payable from, or entitled to the benefits of, the revenue herein levied and pledged as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Government Obligations.
(b) Any money so deposited with the Paying Agent/Registrar may at the written direction of the City also
be invested as hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which 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.
(c) Until all Older Bonds shall have become due and payable, the Paying Agent/Registrar shall perform
the services of Paying Agent/Registrar for such Older Bonds the same as if they had not been older, and the City
shall make proper arrangements to provide and pay for such services as required by this Ordinance.
Section 17. Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or
refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not
includable in "gross income" for federal income tax purposes. In furtherance thereof, the City specifically
covenants as follows:
(i) To refrain from taking any action which would result in the Bonds being treated as "private activity
bonds" within the meaning of section 141(b) of the Code;
(ii) To take any action to assure that no more than 10% of the proceeds of the Bonds or the projects
financed therewith are used for any "private business use," as defined in section 141(b)(6) of the Code or,
if more than 10% of the proceeds or the projects financed therewith 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 Resolution
or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10%
of the debt service on the Bonds, in contravention of section 141(bX2) of the Code;
(iii) To take any action to assure that in the event that the "private business use" described in paragraph
(ii) hereof exceeds 5% of the proceeds of the Bonds or the projects financed therewith, then the amount
in excess of 5% is used for a "private business use" which is "related" and not "disproportionate," within
the meaning of section 141Co)(3) of the Code, to the governmental use;
(iv) To take any action to assure that no amount which is greater than the lesser of $$,000,000 or 5%
of the proceeds of the Bonds 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;
(v) To refrain from taking any action which would result in the Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings
thereunder, 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.
(vii) 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);
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(viii) Except to the extent otherwise provided in section 148(0 of the Code and the regulations and
rulings thereunder, 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% of the "Excess
Earnings," within the meaning of section 148(0 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% of the amount then required to be paid
as a result of Excess Earnings under section 148(0 of the Code; and
(ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection
and section 148 of the Code and to retain such records for at least six years following the final payment
of principal and interest on the Bonds.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred proceeds
and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of 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 modification or
expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross
income of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are here-
after 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 exclusion from gross income of interest on the Bonds under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Bonds are hereby authorized and
directed 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.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Bonds under Section 103 of the Code the covenants contained in this
subsection shall survive the later of the defeasance or discharge of the Bonds.
Section 18. Sale and Delivery of Bonds. (a) Sale. The Bonds are hereby sold to Merrill Lynch 8= Co.
and shall be delivered as soon as possible.
(b) Legal Ouinion. The Purchaser's obligation to accept delivery of the Bonds is subject to their being
furnished an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys, such opinion to be dated and
delivered as of the date of delivery and payment for the Bonds.
(d) Rel~istrntion and Delivery. Upon the registration of the Initial Bond, the Comptroller of Public
Accounts of the State of Texas is authorized and instruct to deliver the Initial Bond pursuant to the instruction
of the Mayor for delivery to the Purchaser.
Section 19. Use of Proceeds. The proceeds from the sale of the Bonds shall be as follows: (i) accrued
interest on the Bonds shall be deposited to the credit of the Bond Fund and (ii) the balance of the proceeds shall
be deposited to a construction fund held at the City's depository bank and used for the purposes herein described.
Section 20. Pavine A~ent/Reltistrar A~,reement. The Paying Agent/Registrar Agreement, between the
City and Texas Commerce Bank National Association, Houston, Texas attached hereto as Exhibit "C" is hereby
approved, and the Mayor is authorized to execute and the City Secretary is authorized to attest same.
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Section 21. Continuing Disclosure Undertaking,. (a) Annual Reports. The Issuer shall provide annually
to each nationally recognized municipal securities information repository CNRMSIR") and any state information
depository CSID"), within six months after the end of each fiscal year ending in or after 1996, financial
information and operating data with respect to the Issuer of the general type included in the Official Statement,
being the information described in Exhibit B hereto. Any financial statements so to be provided shall be (I)
prepared in accordance with the accounting principles described in Exhibit B hereto and (2) audited, if the Issuer
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, the Issuer shall provide
audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if the audit
report on such statements becomes available.
If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which the Issuer 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 (including an official
statement or other offering document, if it is available from the Municipal Securities Rulemaking Board
("MSRB") that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Bonds, if such event is material within the
meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related
defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws
on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their
failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii)
modifications to rights of holders of the Bonds; (viii) bond calls; (ix) defeasances; (x) release, substitution, or sale
of property securing repayment of the Bonds; and (xi) ratings.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the Issuer to provide financial information or operating data in accordance with this Section by the time
required by this Section.
(c) Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to observe and perform the
covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person"
with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of
any deposit made in accordance with subsection Co) above, that causes the Bonds no longer to be Outstanding
and any call of Bonds made in connection therewith.
The provisions of this Section are for the sole benefit of the 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 Issuer 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 Issuer'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 Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds
at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE 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 ISSUER, WHETHER NEGLIGENT OR WITHOUT
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FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section shall comprise a
breach of or default under this Ordinance for purposes of any other provisions of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer
under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the Issuer from time to time
under the following circumstances, but not otherwise: (1) 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 Issuer, if the provisions of this Section, as so supplemented or amended, would have permitted an
underwriter to purchase or sell Bonds in the present offering in compliance with the Rule and either the Holders
of a majority in aggregate principal amount of the Outstanding Bonds consent to such amendment, supplement,
or repeal, or any State agency or official determines that such amendment, supplement, or repeal will not
materially impair the interests of the beneficial owners of the Bonds, (2) upon repeal of the applicable provisions
of the Rule, or any judgment by a court of final jurisdiction that such provisions are invalid, or (3) in any other
circumstance or manner permitted by the Rule.
Section 22. Miscellaneous Provisions. (a) Titles Not Restrictive. 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.
(b) Preamble Adopted. The preamble to this Ordinance is hereby adopted as a part of the this Ordinance.
(c) Inconsistent Provisions. All 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.
(d) Severabilit¥. 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.
(e) Governino Law. This Ordinance shall be construed and enforced in accordance with the laws of the
State of Texas.
(f) 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.
(g) Immediate Effect. Notwithstanding any charter provision or other applicable laws, this Ordinance shall
immediately effective upon its adoption by the City Council.
PASSED AND APPROVED this August 24, 1995.
/s/Connie Hooks
City Secretary, City of College Station, Texas
(CITY SEAL)
/s/ Larry J. Ringer
Mayor, City of College Station, Texas
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EXHIBIT A
Paying Agent/Registrar Agreement
THE PAYING AGENT/REGISTRAR AGREEMENT IS FOUND IN EXECUTED FORM AT TAB 7 IN THIS
TRANSCRIPT OF PROCEEDINGS.
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EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 21 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the Official
Statement referred to below):
I. The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following captions, but for the most
recently concluded fiscal year: "Financial Statement", "Computation of Self-Supporting Debt", "Tax Collection
Record", "Tax Rate Distribution", "Tax Adequacy", "City Sales Tax", "Estimated Direct and Overlapping Debt
Statement", "Ten Major Taxpayers", "History of General Fund Revenues and Expenditures", Utility Department,"
"Utility System Operating Statements", "Customer Count", "Principal Utility Customers", and "Water, Wastewater
and Electric Rates".
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 I above, as such principles may be changed from time to time
to comply with state law or regulation.
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