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HomeMy WebLinkAbout2023-4440 - Ordinance - 06/12/2023ORDINANCE NO. 2023-4440 ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; APPROVING AND AUTHORIZING AN OFFICIAL STATEMENT AND INSTRUMENTS AND PROCEDURES RELATING TO SAID CERTIFICATES; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, on April 13, 2023, 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 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; 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; WHEREAS, during the preceding three years, the City has not submitted a bond proposition to authorize the issuance of bonds for the same purpose for which the Certificates of Obligation are hereby being issued and which proposition was disapproved by voters; 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: 2 Section 1. DEFINITIONS; AUTHORIZATION OF CERTIFICATES OF OBLIGATION. (a) Definitions. Terms not otherwise defined herein shall have the following meanings. (i) The term "Authorized Denomination" shall mean a denomination of $5,000 of principal amount of a Certificate or any integral multiple thereof. (ii) The term "Business Day" means any day other than 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. (iii) The term "Certificates" and "Certificates of Obligation" shall mean the Certificates authorized to be issued and delivered by this Ordinance. (iv) The term "Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not include any municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. (v) The term "MSRB" means the Municipal Securities Rulemaking Board. (vi) The term "Pricing Certificate" means a certificate of the Pricing Officer setting forth the terms of sale of the Certificates including the method of sale, principal amount, maturity dates, interest payment dates, dated date, interest rates, yields, redemption provisions, and other matters related to the sale of the Certificates. (vii) The term "Pricing Officer" means the City Manager and the Assistant City Manager/Chief Financial Officer of the City (each the "Pricing Officer") each of whom is independently authorized to finalize the terms of sale of the Certificates by execution of the Pricing Certificate. (viii) The term "Purchaser" means (i) if the Certificates are sold by negotiated sale, the underwriter or underwriting syndicate selected by the Pricing Officer, or (ii) if the Certificates are sold by competitive sale by soliciting public bids, the underwriter or underwriting syndicate awarded the Certificates by the Pricing Officer. (ix) The term "Rule" means SEC Rule 15c2-12 (17 C.F.R. § 240.15C2-12), as amended from time to time. (x) The term "SEC" means the United States Securities and Exchange Commission. (xi) The term "Surplus Revenues" shall mean those revenues from the operation of the City's waterworks, sewer and electric systems that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) that are secured by a lien on all or any part of the net revenues of the Issuer's waterworks, sewer and electric systems. (b) The Certificates are hereby authorized to be issued and delivered in the principal amount not to exceed $30,100,000 for paying all or a portion of the City's contractual obligations incurred in connection with: (i) streets and roads including related drainage, landscaping, signalization, lighting, pedestrian improvements and signage related thereto; (ii) information technology and communication equipment; (iii) 3 improvements and extensions to the City's combined waterworks, sewer and electric systems including distribution, transmission, system lines, lift stations, pumps, storage tanks, metering, wells, plant improvements, and acquisition of interests in land for such purposes; and (iv) the payment of fiscal, engineering and legal fees incurred in connection therewith. Section 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Section 1371.053, Texas Government Code, each Pricing Officer is hereby authorized to act individually and 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 Pricing Certificate. (b) No series of Certificates shall be issued pursuant to this Ordinance unless each of the following parameters are satisfied as specified in the Pricing Certificate: (i) the aggregate principal amount of the Certificates shall not exceed $30,100,000; (ii) the true interest cost of the Certificates shall not exceed 5.000% per annum; (iii) the final maturity of the Certificates shall not exceed February 15, 2043; (iv) the delegation made hereby shall expire if not exercised by the Pricing Officer on or prior to ninety days from the date of adoption of this Ordinance; and (v) 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. (c) Each Certificate issued pursuant to this Ordinance shall be designated: "CITY OF COLLEGE STATION, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 2023." (d) 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 (b) and subsection (c) 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 Pricing Certificate. (e) The Certificates may be sold by public offering (either through a negotiated or competitive offering) and the Pricing Certificate shall so state, and the Pricing Certificate may conform this Ordinance to such method of sale, including the provisions hereof that pertain to the undertaking of the Issuer in accordance with the Rule. (f) The City Council hereby determines that the delegation of the authority to the Pricing Officer to approve the final terms of the Certificates as set forth in this Ordinance is, and the decisions made by the 4 Pricing Officer pursuant to such delegated authority and incorporated into the Pricing Certificate are required to be, in the Issuer's best interests, and the Pricing Officer is hereby authorized to make and include in the Pricing Certificate a finding to that effect. 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. (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. (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 5 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 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 6 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 sixty 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 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. The Certificates shall numbered consecutively from R-1 upward, with the Initial Certificate being numbered T-1, 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 Pricing Certificate. The FORM OF CERTIFICATE as it appears in Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate but it is not required for the FORM OF CERTIFICATE to reproduced as an exhibit to the Pricing Certificate. 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. REDEMPTION PROVISIONS. (a) Optional Redemption. The Certificates may be subject to optional redemption prior to maturity on the dates and at the redemption prices as set forth in the Pricing Certificate. The Pricing Officer is hereby 7 delegated to make such modifications to the provisions of this section in the Pricing Certificate as are necessary to complete the sale and delivery of the Certificates. (b) Notice of Redemption. At least thirty days prior to the date fixed for any redemption of Certificates, or portions thereof, prior to maturity, the Issuer shall cause written notice of such redemption to be sent by United States mail, first class, postage prepaid, to each Registered Owner of a Certificate to be redeemed, in whole or in part, at the address of the Registered Owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing of such notice. All notices of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Registered Owner. (c) Firm Banking and Financial Arrangements. By the date fixed for any prior redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof that are to be redeemed. If written notice of redemption is mailed and if due provision for such payment is made, all as provided above, the Certificates or portions thereof that are to be redeemed shall automatically be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificate shall be redeemed, a substitute Certificate having the same maturity date, bearing interest at the same rate, in an Authorized Denomination, 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 Issuer. (d) Selection of Certificates for Redemption. If less than all Certificates of the same maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall randomly select by lot the Certificates within such maturity to be redeemed. (e) Conditional Notice of Redemption. With respect to any optional redemption of the Certificates, unless certain prerequisites to such redemption required by this Order have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. Section 6. LEVY OF TAX; INTEREST AND SINKING FUND; REVENUE PLEDGE. (a) A special fund or account, to be designated the "Series 2023 CO 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 respective series of 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 respective 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 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 8 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) The Certificates are additionally secured by and shall be payable from a limited pledge (not to exceed $1,000) of 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. 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. (c) 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 this section, 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. (d) 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. (e) 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. (f) In order to pay any debt service coming due on the Certificates prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. 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. 9 (b) Application for Replacement Certificates. 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, 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. 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. 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. 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 4(d) of this Ordinance for Certificates issued in conversion and exchange of other Certificates. Section 8. FEDERAL INCOME TAX MATTERS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action which would adversely affect, 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 Registered Owner for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (i) to take any action to assure that no more than 10 percent of the proceeds of the Certificates or the projects financed therewith (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 or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, 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 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code; (ii) to take any action to assure that in the event that the "private business use" described in subsection (a)(i) hereof exceeds 5 percent of the proceeds of the Certificates or the projects 10 financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 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; (iii) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 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; (iv) 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; (v) 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; (vi) 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: (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148 1(b) of the Treasury Regulations, and (C) 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; (vii) 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 (viii) 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. (b) Rebate Fund. In order to facilitate compliance with subsection (a)(viii), a "Rebate Fund" is hereby established by the Issuer 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 Registered Owners. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The Issuer 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 refunded obligations expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer 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 11 Code, as applicable to the Certificates, the Issuer 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 Issuer 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 Issuer hereby authorizes and directs the City Manager or Assistant City Manager/Chief Financial Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. Section 9. DISPOSITION OF PROJECT. The Issuer covenants that the property financed with the proceeds of the Certificates will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of such 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 Issuer 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 10. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Project on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the Issuer obtains an opinion of nationally- recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Certificates or the interest thereon. For purposes hereof, the Issuer 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 11. Reserved. Section 12. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES. The City Manager or the Assistant City Manager/Chief Financial Officer 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 Assistant City Manager/Chief Financial Officer (or the designee thereof) until delivered to the Purchaser (as defined in Section 16 of this Ordinance). Section 13. DTC REGISTRATION. 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 12 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 Purchaser 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 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 14. CONTINUING DISCLOSURE OBLIGATION PURSUANT TO RULE 15C2-12 (17 C.F.R. § 240.15C2-12). (a) Annual Reports. (i) The City will provide certain updated financial information and operating data to the MSRB on an annual basis in an electronic format that is prescribed by the MSRB and available via the Electronic Municipal Market Access System ("EMMA") at www.emma.msrb.org. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6; 8 through 20 and in Appendix B. The City will update and provide the information in Tables 1 through 6 and 8 through 20 within six months after the end of each fiscal year ending in and after 2023. The City will additionally provide audited financial statements when and if available, and in any event, within 12 months after the end of each fiscal year ending in or after 2023. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City will file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B of the Official Statement or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. 13 (ii) The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB’s Internet Web site or filed with the SEC, as permitted by the Rule. 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; 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); 14 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; 15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect Bondholders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. 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 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 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. 15 (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 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. Section 15. 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 16 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 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) The Pricing Officer is authorized to modify the categories of Defeasance Securities that are eligible to defease the Certificates. (f) 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 16. SALE OF CERTIFICATES; OFFICIAL STATEMENT. (a) The Certificates may be sold by public offering (either through a negotiated or competitive offering) and the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2 hereof, and in which the purchasers of the Certificates are designated. The Certificates may be sold pursuant to a purchase agreement or notice of sale and bidding instructions (collectively, the "Purchase Agreement") which the Pricing Officer is hereby authorized to execute and deliver and in which the Purchaser of the Certificates shall be designated. The Certificates shall initially be registered in the name of the Purchaser thereof as set forth in the Pricing Certificate. (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 B and any addenda, supplement or amendment thereto, and deems final the preliminary official statement and approves the distribution of such preliminary official statement in the reoffering of the Certificates by the Purchaser, with such changes therein or additions thereto as the Pricing Officer executing the same may deem advisable or as are required by the Rule. 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 Purchaser 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 Pricing Certificate (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Certificates. To that end, should the Pricing Officer exercise such authority and commit the City to obtain a municipal bond insurance policy, 17 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 City Manager, the Assistant City Manager/Chief Financial Officer 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, in the form presented at the meeting at which this Ordinance is adopted, 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, the 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 17. FURTHER PROCEDURES. The Mayor, the City Secretary, the City Manager, the Assistant City Manager/Chief Financial Officer, 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 18. 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 2023 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, any proceeds representing accrued interest on the Certificates shall be deposited to the credit of the Interest and Sinking Fund. Section 19. INTEREST EARNINGS. 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 20. DEFAULT AND REMEDIES. 18 (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. 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. 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 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 21. 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. 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. 19 (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. (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) 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.] 20 PASSED, APPROVED AND EFFECTIVE THIS JUNE 12, 2023. City Secretary; City of College Station Mayor; City of College Station (CITY SEAL) APPROVED: McCall, Parkhurst & Horton L.L.P., Dallas, Texas Bond Counsel A-1 EXHIBIT A FORM OF CERTIFICATE The form of the Certificates, including the form of Paying Agent/Registrar's 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 only to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance and with the Certificates to be completed with information set forth in the Pricing Certificate. The Form of Certificate as it appears in this Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate but it is not required for the Form of Certificate to reproduced as an exhibit to the Pricing Certificate. NO. [R][T]-1 UNITED STATES OF AMERICA STATE OF TEXAS BRAZOS COUNTY PRINCIPAL AMOUNT $__________ CITY OF COLLEGE STATION, TEXAS CERTIFICATE OF OBLIGATION, SERIES 2023 MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP NO. _______________ _______________ [], 2023 _______________ 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 [], and semiannually on each February 15 and August 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 [], 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 [], 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 check shall be sent by the Paying Agent/Registrar by United States mail, A-2 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 [], 2023, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $[], for the purpose of paying all or a portion of the City's contractual obligations incurred in connection with (i) streets and roads including related drainage, landscaping, signalization, lighting, pedestrian improvements and signage related thereto; (ii) information technology and communication equipment; (iii) improvements and extensions to the City's combined waterworks, sewer and electric systems including distribution, transmission, system lines, lift stations, pumps, storage tanks, metering, wells, plant improvements, and acquisition of interests in land for such purposes; and (iv) the payment of fiscal, engineering and legal fees incurred in connection therewith. ON [], 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 their 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. THE CERTIFICATES SCHEDULED TO MATURE on February 15, [] (the "Term Certificates") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus A-3 accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Certificates, on each February 15 of the years and in the respective principal amounts, set forth in the following schedule: Term Certificates due February 15, 20 Mandatory Redemption Date: 2/15/20 Principal Amount: $,000 Mandatory Redemption Date: 2/15/20 Principal Amount: $,000 Mandatory Redemption Date: 2/15/20* Principal Amount: $,000 * Stated Maturity THE PRINCIPAL AMOUNT OF TERM CERTIFICATES of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. 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 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. A-4 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 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 waterworks, sewer and electric systems remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all A-5 of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the net revenues of the City's waterworks, sewer and electric systems 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. City Secretary Mayor (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE 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. Dallas, Texas Paying Agent/Registrar By: Authorized Representative FORM OF COMPTROLLER'S CERTIFICATE [ATTACHED TO CERTIFICATE NO. T-1 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 true and correct copy of the opinion of the Attorney General of the State of Texas approving this Certificate and that this Certificate has been registered this day by me. A-6 WITNESS MY HAND and seal of office at Austin, Texas this ___________________. Comptroller of Public Accounts of the State of Texas (SEAL) 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 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. INSERTIONS FOR THE INITIAL CERTIFICATE. The initial Certificate shall be in the form set forth in paragraph (a) of this Form of Certificate, except that: i. immediately under the name of the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO. _____" shall be deleted. ii the first paragraph shall be deleted and the following will be inserted: "THE CITY OF COLLEGE STATION, TEXAS, in Brazos County, Texas (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") on the Maturity Dates, in the Principal Amounts and bearing interest at the per annum Interest Rates set forth in the following schedule: Maturity Date Principal Amount Interest Rate [] [] [] A-7 The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Delivery Date above at the respective Interest Rate per annum specified above. Interest is payable on [] and on each February 15 and August 15 thereafter to the date of payment of the Principal Amounts specified above, or the date of redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." iii. The initial Certificate shall be numbered "T-1." B-1 EXHIBIT B PRELIMINARY OFFICIAL STATEMENT (See “Continuing Disclosure of Information” herein) OFFICIAL STATEMENT Dated __________, 2023 NEW ISSUE - Book-Entry-Only In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under “TAX MATTERS” herein including the alternative minimum tax on certain corporations. CITY OF COLLEGE STATION, TEXAS (a Home-Rule City located in Brazos County, Texas) $6,415,000* GENERAL OBLIGATION BONDS, SERIES 2023 Dated Date: Date of Delivery Due: February 15, as shown on page 2 Interest Accrual Date: Date of Delivery PAYMENT TERMS. . . Interest on the $6,415,000* City of College Station, Texas General Obligation Bonds, Series 2023 (the “Bonds”) will accrue from the date of delivery, and will be payable February 15 and August 15 of each year commencing February 15, 2024 until maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”) pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 of principal amount or any integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE OBLIGATIONS – Book-Entry-Only System” herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see “THE OBLIGATIONS – Paying Agent/Registrar”). AUTHORITY FOR ISSUANCE. . . Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including particularly Chapters 1251 and 1331 of the Texas Government Code, as amended, an election held in the City of College Station, Texas (the “City”) on November 8, 2022 and an ordinance to be adopted by the City Council of the City (the “Bond Ordinance”). The Bonds constitute direct obligations of the City, payable from a continuing ad valorem tax levied on all taxable property within the City within the limits prescribed by law, as provided in the Bond Ordinance (see “THE OBLIGATIONS - Authority for Issuance”). PURPOSE. . . Proceeds from the sale of the Bonds will be used for (i) a new fire station and acquisition of fire trucks and public safety equipment; transportation and mobility infrastructure; parks and recreational facilities, and; (ii) professional services rendered in relation to such projects and the issuance costs of the Bonds. CUSIP PREFIX: 194469 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on page 2 SEPARATE ISSUES . . . The Bonds are being offered by the City concurrently with the issuance of the $27,495,000* City of College Station, Texas, Certificates of Obligation, Series 2023 (the “Certificates”) under a common Official Statement. The Bonds and the Certificates are separate and distinct securities offerings being issued and sold independently except for this Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the “Obligations.” While the Bonds and Certificates share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including without limitation the type of obligation being offered, its terms of payment, the rights of the City to redeem the Obligations of either series, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY. . . The Bonds are offered for delivery, when issued, and received by the initial purchaser (the “Initial Purchaser”) and subject to the opinion of the Attorney General of the State of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel for the City (see “APPENDIX C – Form of Opinion Of Bond Counsel”). Certain legal matters will be passed upon for the City by McCall, Parkhurst & Horton, L.L.P., Dallas, Texas, Disclosure Counsel for the City. DELIVERY. . . It is expected that the Bonds will be available for delivery through the services of DTC on or about July 6, 2023. BIDS DUE WEDNESDAY, JUNE 21, 2023 AT 10:00 A.M. CDT * Preliminary, subject to change. Ratings: Moody’s: Applied for S&P: Applied for See “OTHER INFORMATION – Ratings” herein This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CUSIP Prefix: 194469(1) MATURITY SCHEDULE* $6,415,000* General Obligation Bonds, Series 2023 Due Interest Feb. 15 Principal Rate Yield CUSIP (1) 2024 225,000$ 2025 295,000 2026 305,000 2027 320,000 2028 340,000 2029 355,000 2030 375,000 2031 240,000 2032 250,000 2033 265,000 2034 270,000 2035 285,000 2036 300,000 2037 315,000 2038 330,000 2039 350,000 2040 370,000 2041 390,000 2042 405,000 2043 430,000 (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard and Poor’s Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the City nor the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. OPTIONAL REDEMPTION . . . The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see “THE OBLIGATONS – Optional Redemption”). MANDATORY SINKING FUND REDEMPTION . . . In addition to the foregoing optional redemption provision, if in connection with the pricing of the Bonds the principal amounts designated in the Maturity Schedule herein are combined to create Term Bonds, each Term Bond shall be subject to mandatory sinking fund redemption commencing on February 15 of the first year which has been combined to form such Term Bond and continuing on February 15 in each year thereafter until the stated maturity date of that Term Bond, and the amount required to be redeemed in any year shall be equal to the principal amount for such year set forth in the serial maturity schedule shown above (see ‘THE OBLIGATIONS – Mandatory Sinking Fund Redemption”). * Preliminary, subject to change. (See “Continuing Disclosure of Information” herein) OFFICIAL STATEMENT Dated __________, 2023 NEW ISSUE - Book-Entry-Only In the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under “TAX MATTERS” herein including the alternative minimum tax on certain corporations. CITY OF COLLEGE STATION, TEXAS (a Home-Rule City located in Brazos County, Texas) $27,495,000* CERTIFICATES OF OBLIGATION, SERIES 2023 Dated Date: Date of Delivery Due: February 15, as shown on page 4 Interest Accrual Date: Date of Delivery PAYMENT TERMS. . . Interest on the $27,495,000* City of College Station, Texas Certificates of Obligation, Series 2023 (the “Certificates”) will accrue from the date of delivery, and will be payable February 15 and August 15 of each year commencing February 15, 2024 until maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”) pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 of principal amount or any integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See “THE OBLIGATIONS - Book-Entry-Only System” herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see “THE OBLIGATIONS - Paying Agent/Registrar”). AUTHORITY FOR ISSUANCE. . . The Certificates are issued pursuant to the Constitution and general laws of the State of Texas (the “State”), particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and constitute direct obligations of the City of College Station, Texas (the “City”), payable from a combination of (i) the levy and collection of a direct and continuing ad valorem tax, levied within the limits prescribed by law, on all taxable property within the City, and (ii) subordinate lien on and pledge of $1,000 of the surplus revenues of the City’s combined water, wastewater and electric utility system, as provided in the Certificate Ordinance (see “THE OBLIGATIONS - Authority for Issuance of the Obligations” and “THE OBLIGATIONS - Security and Source of Payment”). PURPOSE. . . Proceeds from the sale of the Certificates will be used for (i) streets and roads; (ii) information technology and communications equipment; (iii) improvements and extensions to the City’s combined waterworks, sewer and electric systems; and (iv) professional services rendered in relation to such projects and the issuance costs of the Certificates. CUSIP PREFIX: 194469 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on page 4 SEPARATE ISSUES . . . The Certificates are being offered by the City concurrently with the issuance of the $6,415,000* City of College Station, Texas, General Obligation Bonds, Series 2023 (the “Bonds”) under a common Official Statement. The Bonds and the Certificates are separate and distinct securities offerings being issued and sold independently except for this Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the “Obligations.” While the Bonds and Certificates share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including without limitation the type of obligation being offered, its terms of payment, the rights of the City to redeem the Obligations of either series, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY. . . The Certificates are offered for delivery, when issued, and received by the initial purchaser (the “Initial Purchaser”) and subject to the opinion of the Attorney General of the State of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel for the City (see “APPENDIX C – Form Of Opinion Of Bond Counsel”). Certain legal matters will be passed upon for the City by McCall, Parkhurst & Horton, L.L.P., Dallas, Texas, Disclosure Counsel for the City. DELIVERY. . . It is expected that the Certificates will be available for delivery through the services of DTC on or about July 6, 2023. BIDS DUE THURSDAY, JUNE 8, 2023 AT 10:30 A.M. CDT * Preliminary, subject to change. Ratings: Moody’s: Applied for S&P: Applied for See “OTHER INFORMATION – Ratings” herein This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CUSIP Prefix: 194469(1) MATURITY SCHEDULE* $27,495,000* Certificates of Obligation, Series 2023 Due Interest Feb. 15 Principal Rate Yield CUSIP (1) 2024 665,000$ 2025 965,000 2026 1,015,000 2027 1,065,000 2028 1,120,000 2029 1,175,000 2030 1,235,000 2031 1,140,000 2032 1,190,000 2033 1,255,000 2034 1,315,000 2035 1,385,000 2036 1,455,000 2037 1,535,000 2038 1,605,000 2039 1,690,000 2040 1,780,000 2041 1,870,000 2042 1,970,000 2043 2,065,000 (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard and Poor’s Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the City nor the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. OPTIONAL REDEMPTION . . . The City reserves the right, at its option, to redeem Certificates having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see “THE OBLIGATIONS – Optional Redemption”). MANDATORY SINKING FUND REDEMPTION . . . In addition to the foregoing optional redemption provision, if in connection with the pricing of the Certificates the principal amounts designated in the Maturity Schedule herein are combined to create Term Certificates, each Term Certificate shall be subject to mandatory sinking fund redemption commencing on February 15 of the first year which has been combined to form such Term Certificate and continuing on February 15 in each year thereafter until the stated maturity date of that Term Certificate, and the amount required to e redeemed in any year shall be equal to the principal amount for such year set forth in the serial maturity schedule shown above (see ‘THE OBLIGATIONS – Mandatory Sinking Fund Redemption”). * Preliminary, subject to change. For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended and in effect on the date hereof (the “Rule”), this document constitutes a Preliminary Official Statement of the City with respect to the Obligations that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by the Rule. This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor or the Initial Purchasers. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. CUSIP numbers have been assigned to this issue by CUSIP Global Services, and are included solely for the convenience of the owners of the Obligations. Neither the City, the Financial Advisor nor the Initial Purchasers shall be responsible for the selection or correctness of the CUSIP numbers shown on the inside cover page. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described. sIn connection with this offering, the Initial Purchasers may over-allot or effect transactions which stabilize the market price of the issue at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Obligations are exempt from registration with the Securities and Exchange Commission and consequently have not been registered therewith. The registration, qualification, or exemption of the Obligations in accordance with applicable securities law provisions of the jurisdiction in which these securities have been registered or exempted should not be regarded as a recommendation thereof. NEITHER THE CITY, ITS FINANCIAL ADVISOR NOR THE INITIAL PURCHASERS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING THE DEPOSITORY TRUST COMPANY (“DTC”) OR ITS BOOK- ENTRY-ONLY SYSTEM. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. THIS OFFICIAL STATEMENT CONTAINS “FORWARD-LOOKING” STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE DIFFERENT FROM THE FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. See “OTHER INFORMATION – FORWARD-LOOKING STATEMENTS DISCLAIMER” herein. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not part of, this final official statement for purposes of, and as that term is defined in, SEC Rule 15c2-12. TABLE OF CONTENTS MATURITY SCHEDULE* ............................................. 2  MATURITY SCHEDULE* ............................................. 4  OFFICIAL STATEMENT SUMMARY ......................... 7  SELECTED FINANCIAL INFORMATION ............................. 8  GENERAL FUND CONSOLIDATED STATEMENT SUMMARY 8   UTILITY SYSTEM CONDENSED STATEMENT OF OPERATIONS .......................................................... 9  CITY OFFICIALS, STAFF AND CONSULTANTS ..... 9  ELECTED OFFICIALS ...................................................... 9  SELECTED ADMINISTRATIVE STAFF .............................. 10  CONSULTANTS AND ADVISORS ..................................... 10  INTRODUCTION .......................................................... 11  THE OBLIGATIONS .................................................... 11  TAX INFORMATION ................................................... 15  TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT ............................................... 21  TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY ........................................................... 22  TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY ..................................................... 23  TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY .............................................................. 23  TABLE 5 - TEN LARGEST TAXPAYERS ......................... 23  TABLE 6 - TAX ADEQUACY ........................................ 24  TABLE 7 - ESTIMATED OVERLAPPING DEBT ................ 24  DEBT INFORMATION ................................................. 25  TABLE 8 - PRO-FORMA AD VALOREM TAX DEBT SERVICE REQUIREMENTS ...................................... 25  TABLE 9 - INTEREST AND SINKING FUND BUDGET PROJECTION ......................................................... 26  TABLE 10 – SELF-SUPPORTING DEBT .......................... 26  TABLE 11 - AUTHORIZED BUT UNISSUED TAX BONDS . 26  ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT ................................................................... 26  OTHER OBLIGATIONS ................................................... 27  PENSION FUND ............................................................ 27  OTHER POST-EMPLOYMENT BENEFITS ......................... 30  FINANCIAL INFORMATION ..................................... 34  TABLE 12 - GENERAL FUND REVENUES AND EXPENDITURE HISTORY ........................................ 34  TABLE 13 - MUNICIPAL SALES TAX HISTORY ............. 35  FINANCIAL POLICIES .................................................... 35  THE COMBINED UTILITY SYSTEM ....................... 36  WATERWORKS SYSTEM ............................................... 36  WASTEWATER SYSTEM ............................................... 37  ELECTRIC SUPPLY SOURCE .......................................... 37  TABLE 14 - HISTORICAL UTILITY USERS ...................... 38  TABLE 15 - TEN LARGEST UTILITY CUSTOMERS .......... 38  TABLE 16 - CONDENSED STATEMENT OF OPERATIONS . 39  TABLE 17 – VALUE OF THE SYSTEM ............................. 39  TABLE 18 – CITY’S EQUITY IN THE SYSTEM ................. 39  TABLE 19 – UTILITY REVENUE BOND AND SYSTEM SUPPORTED GENERAL OBLIGATION DEBT SERVICE .............................................................. 39  INVESTMENTS ............................................................. 40  LEGAL INVESTMENTS .................................................. 40  INVESTMENT POLICIES ................................................ 41  ADDITIONAL PROVISIONS ............................................ 42  CITY’S INVESTMENT POLICY ....................................... 42  TABLE 20 - CURRENT INVESTMENTS ............................ 42  TAX MATTERS............................................................. 43  CONTINUING DISCLOSURE OF INFORMATION 45  OTHER INFORMATION ............................................. 46  RATINGS ..................................................................... 46  LITIGATION ................................................................. 46  REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE ............................................................. 46  LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS ................................................... 46  AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION ...................................................... 47  FINANCIAL ADVISOR ................................................... 47  FORWARD-LOOKING STATEMENTS .............................. 47  INITIAL PURCHASER .................................................... 47  CERTIFICATION OF THE OFFICIAL STATEMENT AND NO- LITIGATION CERTIFICATE ...................................... 48  MISCELLANEOUS ......................................................... 48  APPENDICES GENERAL INFORMATION REGARDING THE CITY ........................ A EXCERPTS FROM THE ANNUAL FINANCIAL REPORT .................. B FORMS OF OPINIONS OF BOND COUNSEL .................................. C The cover page hereof, this page, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. 7 OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Obligations to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY ............................. The City of College Station, Texas (the “City”) is a political subdivision and a home-rule city of the State, located in Brazos County, Texas. The City covers approximately 51.6 square miles (see “INTRODUCTION - Description of The City”). THE OBLIGATIONS .............. The Bonds are issued as 6,415,000* City of College Station, Texas General Obligation Bonds, Series 2023. The Bonds are issued as serial bonds maturing on February 15 in each of the years 2024–2043, inclusive (see “THE OBLIGATIONS – General Description”). The Certificates are issued as $27,495,000* City of College Station, Texas Certificates of Obligation, Series 2022. The Certificates are issued as serial certificates maturing on February 15 in each of the years 2024-2043, inclusive (see “THE OBLIGATIONS - General Description”). The Bonds and the Certificates are sometimes referred to collectively herein as the “Obligations”. PAYMENT OF INTEREST ...... Interest on the Obligations will accrue from the date of delivery, and will be payable February 15 and August 15 of each year commencing February 15, 2024 until maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months (see “THE OBLIGATIONS - General Description”). AUTHORITY FOR ISSUANCE . The Bonds are authorized and issued pursuant to the Constitution and general laws of the State, particularly Chapters 1241 and 1331, Texas Government Code, as amended, an election held within the City on November 8, 2022 and an ordinance to be passed by the City Council of the City (the “Bond Ordinance”) (see “THE OBLIGATIONS - Authority for Issuance”). The Certificates are issued pursuant to the Constitution and general laws of the State, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and an ordinance to be passed by the City Council of the City (the “Certificate Ordinance”) (see “THE OBLIGATIONS – Authority of Issuance”). SECURITY FOR THE BONDS .. The Bonds are direct obligations of the City payable from the levy and collection of a direct and continuing ad valorem tax, within the limits prescribed by law, on all taxable property located within the City, as provided in the Bond Ordinance (see “THE OBLIGATIONS - Security and Source of Payment”). SECURITY FOR THE CERTIFICATES ..................... The Certificates constitute direct obligations of the City, secured by and payable from a combination of (i) the levy and collection of an annual direct and continuing ad valorem tax, within the limits prescribed by law, on all taxable property located within the City, and (ii) a subordinate lien on and pledge of $1,000 of the surplus revenues derived from the City’s combined water, wastewater and electric utility system (see “THE OBLIGATIONS - Security and Source of Payment”). Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home-Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. REDEMPTION ....................... The City reserves the right, at its option, to redeem Obligations having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see “THE OBLIGATIONS – Optional Redemption”). TAX EXEMPTION .................. In the opinion of Bond Counsel, the interest on the Obligations will be excludable from gross income for federal income tax purposes under existing law. See “TAX MATTERS” for a discussion of the opinion of Bond Counsel and Exhibit C. USE OF PROCEEDS ............... Proceeds from the sale of the Bonds will be used for (i) a new fire station and acquisition of fire trucks and public safety equipment; transportation and mobility infrastructure; parks and recreational facilities, and (ii) professional services rendered in relation to such projects and issuance costs of the Bonds. Proceeds from the sale of the Certificates will be used for (i) streets and roads; (ii) information technology and communication equipment; (iii) improvements and extensions to the City’s combined waterworks, sewer and electric systems; and (iv) professional services rendered in relation to such projects and the issuance costs of the Certificates * Preliminary, subject to change. 8 RATINGS ............................. The presently outstanding tax supported debt of the City are rated “Aa1” by Moody's Investors Service, Inc. (“Moody's”) and “AA+” by Standard & Poor's Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), without regard to credit enhancement (see “OTHER INFORMATION – Ratings”). Applications have been made to Moody’s and S&P for contract ratings on the Obligations. BOOK-ENTRY-ONLY SYSTEM .............................. The definitive Obligations will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”) pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Obligations may be acquired in denominations of $5,000 of principal amount or any integral multiples thereof. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of and interest on the Obligations will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see “THE OBLIGATIONS - Book-Entry-Only System”). PAYMENT RECORD .............. Other than a late payment on the City’s Certificates of Obligation, Series 2002 that occurred in 2003, the City has never defaulted in payment of its general obligation tax debt. SELECTED FINANCIAL INFORMATION Ratio Tax Fiscal Per Capita Per Capita Debt to Year Estimated Taxable Taxable Net Net Taxable Ended City Assessed Assessed Ad Valorem Ad Valorem Assessed 9/30 Population (1) Valuation(2)Valuation Tax Debt (3)Tax Debt Valuation 2019 121,150 9,487,074,377$ 78,308 $ 197,690,000$ 1,632 $ 2.08% 99.22% 2020 122,949 9,979,431,357 81,167 183,525,000 1,493 1.84% 98.78% 2021 124,710 10,079,470,032 80,823 194,901,488 1,563 1.93% 99.27% 2022 124,866 10,483,884,379 83,961 220,478,586 1,766 2.10% 98.87% 2023 126,056 11,964,153,544 94,911 218,520,275 (4)1,734 (4)1.83%(4)90.32%(5) Collection Total Percent _______________ (1) Source: The City. (2) As reported by the Brazos Central Appraisal District; subject to change during the ensuing year. (3) Payable from ad valorem taxes. Does not include self-supporting debt. See “Table 10 – Self-Supporting Debt” for detail on the City’s self-supported tax debt. (4) Projected, includes the Obligations. Preliminary, subject to change. (5) Collections as of March 15, 2023. A portion of the City’s taxpayer base has elected to provide split payments to the City which will be due in part on June 30. GENERAL FUND CONSOLIDATED STATEMENT SUMMARY 2022 2021 2020 2019 2018 Beginning Balance 48,320,092 $ 35,742,062 $ 28,360,567 $ 26,790,569 $ 22,514,523 $ Total Revenue 87,126,314 85,609,997 74,456,870 71,180,329 67,484,355 Total Expenditures 81,696,727 87,680,867 85,856,082 87,077,758 82,128,812 Other Financing Sources 22,723,626 16,166,209 18,780,707 17,467,427 16,214,241 Prior Period Adjustment - (1,517,309) - - 2,706,262 Ending Balance 76,473,305 $ 48,320,092 $ 35,742,062 $ 28,360,567 $ 26,790,569 $ For Fiscal Year Ended September 30, 9 UTILITY SYSTEM CONDENSED STATEMENT OF OPERATIONS 2022 2021 2020 2019 2018 Revenues: Electric 111,860,621 $ 102,794,575 $ 100,369,952 $ 102,443,382 $ 102,511,712 $ Water and Wastewater 43,115,216 37,512,695 37,628,189 34,313,203 33,602,131 Interest 621,501 216,542 1,322,832 2,654,945 1,262,551 Other 4,520,337 4,508,068 4,400,186 3,558,330 2,520,335 Total Revenues 160,117,675 $ 145,031,880 $ 143,721,159 $ 142,969,860 $ 139,896,729 $ Expenses: Total Expenses 103,835,235 $ 133,786,264 $ (1)80,521,607 $ 81,725,180 $ 77,828,073 $ Net Available for Debt Service 56,282,440 $ 11,245,616 $ 63,199,552 $ 61,244,680 $ 62,068,656 $ Water Average Montly Consumption (MGW) 463,182 381,256 361,040 369,689 383,830 Wastewater Average Daily Treatment (000's gal.) 8,389 9,430 7,500 8,239 7,468 Electric Average Monthly Consumption (KWH) 77,554,460 71,670,181 70,516,104 70,995,416 72,239,944 For Fiscal Year Ended September 30, (1) The increase in expenses relative to prior years was due predominantly for costs associated with providing electricity during winter storm Uri in February, 2021. CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term Name Position Expiration Occupation John Nichols Mayor 10.5 Years November 2026 Retired Professor Mark Smith Council Member 1 4 Months November 2026 Retired Public Servant William Wright Council Member 2 4 Months November 2026 Production Manager Linda Harvell Council Member 3 6.5 Years November 2024 Business Owner Elizabeth Cunha Council Member 4 2.5 Years November 2024 Education Bob Yancy Council Member 5 4 Months November 2026 Retired CEO Dennis Maloney Council Member 6 13.5 Years November 2024 Business Owner Length of Service ________________ Note: After the November 2024 elections for Places 4 and 6, these positions will serve 4 year terms resulting in all council positions then serving 4 year terms moving forward. (Remainder of page intentionally left blank) 10 SELECTED ADMINISTRATIVE STAFF Name Position Bryan Woods City Manager 4.5 (1) Jeff Capps Deputy City Manager 30.0 (2) Jeff Kersten Assistant City Manager, CFO 32.0 (3) Jennifer Prochazka Assistant City Manager 23.0 (4) Adam C. Falco City Attorney 16.0 (5) Tanya D. Smith City Secretary 15.0 (6) Ty Elliott Internal Auditor 16.0 Mary Ellen Leonard Director of Finance 7.0 Gary Mechler Director of Water Services 5.0 (7) Timothy Crabb Director of Electric Utility 16.0 (8) Samuel Rivera Chief Information Officer 4.0 (9) Stephen Wright Director of Parks and Recreation 2.5 (10) Michael Ostrowski Director of Planning and Development Services 2.5 (11) Emily Fisher Director of Public Works 10.0 (12) Alison Pond Director of Human Resources 14.5 Colin Killian Public Communications Director 13.0 (13) Length of Service to the City (in Years) ________________ (1) New hire as City Manager in December 2018. (2) Assistant City Manager since June 2014; previously served as Chief of Police. (3) Assistant City Manager and Chief Financial Officer since January 2014; previously served as Executive Director of Business Services and Chief Financial Officer. (4) Assistant City Manager since 2020, previously served as Planning and Development Services Director. (5) City Attorney since 2022, previously served as Senior City Attorney since 2009. (6) Appointed City Secretary in July 2017; previously served as Deputy City Secretary since 2008. (7) New hire Director of Water Services in August 2018. (8) Director of Electric Utility since December 2012; previously served as Assistant Director of Electric Utility. (9) New hire as Assistant Director of Information Technology in July 2019. Appointed CIO in December 2021. (10) New hire as Director of Parks and Recreation in December 2020. (11) New hire as Director of Planning and Development in December 2020. (12) Director of Public Works since 2022; previously served as CIP Manager. (13) Public Communications Director since 2023, previously served as interim director. CONSULTANTS AND ADVISORS Auditors ....................................................................................................................................................................... FORVIS LLP Houston, Texas Bond Counsel ............................................................................................................................. McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor ............................................................................................................................................. Hilltop Securities Inc. Dallas, Texas For additional information regarding the City, please contact: Jeff Kersten, CFO Assistant City Manager City of College Station 1101 Texas Avenue College Station, Texas 77840 (979) 764-3555 Phone or Marti Shew Managing Director Hilltop Securities Inc. 717 N Harwood, Suite 3400 Dallas, Texas 75201 (214) 953-4000 11 PRELIMINARY OFFICIAL STATEMENT RELATING TO CITY OF COLLEGE STATION, TEXAS (a Home-Rule City located in Brazos County, Texas) $6,415,000* GENERAL OBLIGATION BONDS, SERIES 2023 $27,495,000* CERTIFICATES OF OBLIGATION, SERIES 2023 INTRODUCTION This Official Statement, which includes the cover pages and Appendices hereto, provides certain information regarding the issuance of the $6,415,000* General Obligation Bonds, Series 2023 (the “Bonds”) and $27,495,000* City of College Station, Texas Certificates of Obligation, Series 2023 (the “Certificates,” and together with the Bonds, herein collectively referred to as the “Obligations”). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the respective ordinances (the “Bond Ordinance” with respect to the Bonds and the “Certificate Ordinance” with respect to the Certificates), each to be adopted by the City Council of the City on the date of the sale of the Obligations and which will authorize the issuance of the Bonds and the Certificates, respectively. The Bond Ordinance and the Certificate Ordinance are herein collectively referred to as the “Ordinances”. There follows in this Official Statement descriptions of the Obligations and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, Hilltop Securities Inc., Houston, Texas. DESCRIPTION OF THE CITY . . . The City is a political subdivision and municipal corporation of the State of Texas (the “State”), duly organized and existing under the laws of the State, including the City's Home Rule Charter. The City was incorporated in October 1938, and first adopted its Home-Rule Charter in October 1938, which was last amended in November 2021. The City operates under a Council/City Manager form of government with a City Council comprised of the Mayor and six Council members. Some of the services that the City provides are: public safety (police and fire protection), highways and streets, electric, water and sanitary sewer utilities, health and social services, culture-recreation, public improvements, planning and zoning, and general administrative services. The 2020 Census population was 120,511 and the current estimated population of the City is 126,056. The City covers approximately 51.6 square miles. THE OBLIGATIONS GENERAL DESCRIPTION . . . The Obligations will bear interest from the date of delivery to the Initial Purchaser and mature on February 15 in each of the years and in the amounts shown on pages 2 and 4 hereof. Interest on the Obligations will be calculated on the basis of a 360- day year consisting of twelve 30-day months and will be payable February 15 and August 15 of each year commencing February 15, 2024 until maturity or prior redemption. The definitive Obligations will be issued only in fully registered form in any integral multiple of $5,000 in principal amount for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) pursuant to the Book-Entry-Only System described herein. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of and interest on the Obligations will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see “Book-Entry-Only System”). AUTHORITY FOR ISSUANCE OF THE OBLIGATIONS. . . The Bonds are being authorized and issued pursuant to the Constitution and general laws of the State, particularly Chapters 1251 and 1331, Texas Government Code, as amended, an election held in the City on November 8, 2022 (the “Election”), and the Bond Ordinance. (see “Table 11 - Authorized But Unissued General Obligation Bonds”). The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and the Certificate Ordinance. SECURITY AND SOURCE OF PAYMENT . . . The Obligations constitute direct obligations of the City payable from an annual direct and continuing ad valorem tax levied against all taxable property within the City, within the limits prescribed by law. In addition, the Certificates are additionally secured by and payable from a subordinate lien on and pledge of $1,000 of the surplus revenues of the City’s combined water, wastewater and electric utility system. * Preliminary, subject to change. 12 TAX RATE LIMITATION . . . All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home-Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all debt service for obligations payable from annual ad valorem property taxes, as calculated at the time of issuance. OPTIONAL REDEMPTION . . . The City reserves the right, at its option, to redeem Obligations having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Obligations are to be redeemed, the City shall determine the Obligations, or portions thereof, within such maturity to be redeemed. If Obligations (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Obligations (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. MANDATORY SINKING FUND REDEMPTION . . . In the event any of the Obligations are structured as “term” Obligations, such term Obligations will be subject to mandatory sinking fund redemption in accordance with the applicable provisions of the Ordinances, which provisions will be included in the final Official Statement. NOTICE OF REDEMPTION . . . Not less than 30 days prior to a redemption date for the Obligations, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Obligations to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN, WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. NOTICE HAVING BEEN SO GIVEN, THE OBLIGATIONS CALLED FOR REDEMPTION SHALL BECOME DUE AND PAYABLE ON THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY OBLIGATION OR PORTION THEREOF HAS NOT BEEN SURRENDERED FOR PAYMENT, INTEREST ON SUCH OBLIGATION OR PORTION THEREOF SHALL CEASE TO ACCRUE. With respect to any optional redemption of the Obligations, unless certain prerequisites to such redemption required by the Ordinances have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Obligations to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Obligations and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Obligations have not been redeemed. BOOK-ENTRY-ONLY SYSTEM . . . This section describes how ownership of the Obligations is to be transferred and how the principal of and interest on the Obligations are to be paid to and credited by the DTC while the Obligations are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City, the Financial Advisor and the Underwriters believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof. The City, the Financial Advisor and the Initial Purchaser cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Obligations, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Obligations), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate for each maturity will be issued for the Obligations, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, 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 pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, 13 banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). Direct Participants and Indirect Participants are referred to collectively herein as “Participants”. DTC is rated AA+ by Standard and Poor’s. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for such purchases on DTC's records. The ownership interest of each actual purchaser of each Obligations (“Beneficial Owner”) is in turn to be recorded on the Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction as well as periodic statements of their holdings, from the Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Obligations are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book-entry system described herein is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Obligations are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Obligations unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Obligations will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City and the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent/Registrar, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City and the Paying Agent/Registrar. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and reimbursement of such payments to the Beneficial Owners will be the responsibility of Participants. DTC may discontinue providing its services as depository with respect to the Obligations at any time by giving reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Obligations are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Obligations will be printed and delivered. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Obligations are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Obligations, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinances will be given only to DTC. 14 Information concerning DTC and the Book-Entry System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City or the Initial Purchaser. PAYING AGENT/REGISTRAR . . . The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Ordinances, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Obligations are duly paid and any successor Paying Agent/Registrar must be a 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 for the Obligations. Upon any change in the Paying Agent/Registrar for the Obligations, the City will promptly cause a written notice thereof to be sent to each registered owner of the Obligations by United States mail, first class, postage prepaid, which notice will also include the address of the new Paying Agent/Registrar. TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book-Entry-Only System should be discontinued, the Obligations may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender thereof to the Paying Agent/Registrar and such transfer or exchange will be without expense or service charge to the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Obligations may be assigned by the execution of an assignment form on the respective Obligations or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Obligations will be delivered by the Paying Agent/Registrar, in lieu of the Obligations being transferred or exchanged, at the corporate trust office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new registered owner or his designee. To the extent possible, new Obligations issued in an exchange or transfer of Obligations will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Obligations to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Obligations registered and delivered in an exchange or transfer will be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Obligations surrendered for exchange or transfer. See “Book-Entry-Only System” herein for a description of the system to be utilized initially in regard to ownership and transferability of the Obligations. Neither the City nor the Paying Agent/Registrar will be required to transfer or exchange any Obligation called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer will not be applicable to an exchange by the registered owner of the uncalled balance of a Obligation. RECORD DATE FOR INTEREST PAYMENT . . . The record date (“Record Date”) for determining the person to whom the interest is payable on the Obligations on any interest payment date means the close of business on the last business day of the preceding month. 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 (a “Special Payment Date,” which will be 15 days after the Special Record Date) will be sent at least five days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Holder of an Obligation appearing on the registration books of the Paying Agent/Registrar at the close of business on the day next preceding the date of mailing of such notice. DEFEASANCE . . . The Ordinances provide for the defeasance of the Obligations when the payment of the principal of and premium, if any, on the Obligations, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), is provided by irrevocably depositing with a paying agency, in trust (1) money sufficient to make such payment or (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times to insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation and expenses of the paying agent for the Obligations. The Ordinances provide that “Defeasance Securities” means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (d) any securities and obligations now or hereafter authorized by Texas law that are eligible to refund, retire or otherwise discharge obligations such as the Obligations. The City may modify or restrict the categories of eligible of Defeasance Securities to accommodate requests from the Initial Purchaser. The City has additionally reserved the right, subject to satisfying the requirement of (1) and (2) above, to substitute other Defeasance Securities for the Defeasance Securities originally deposited, to reinvestment the uninvested moneys on deposit for such defeasance and to withdraw for the benefit of the City moneys in excess of the amount required for such defeasance. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Obligations. Because the Ordinances do not contractually limit such investments, registered owners will be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that the ratings for U.S. Treasury securities used for defeasance purposes or that for any other Governmental Security will be maintained at any particular rating category. REMEDIES OF HOLDERS OF OBLIGATIONS. . . The Ordinances establish specific events of default with respect to the Obligations. If the City defaults in the payment of the principal of or interest on the Obligations when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materially, adversely affects the rights of the owners of the Obligations including but not limited to, their prospect or ability to be repaid in accordance with the Ordinances, and the continuation 15 thereof for a period of 60 days after notice of such default is given by any owner to the City, the Ordinances provide that any registered owner is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the Obligations or the Ordinances and the City's obligations are not uncertain or disputed. Chapter 1371, Texas Government code, which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its bonds, but in connection with the issuance of the Obligations, the City has not waived sovereign immunity, and therefore, holders may not be able to bring such a suit against the City for breach of the of Ordinances covenants in the absence of City action. The issuance of a writ of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Obligations in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinances do not provide for the appointment of a trustee to represent the interest of the holders of the Obligations upon any failure of the City to perform in accordance with the terms of the Ordinances, or upon any other condition and accordingly all legal actions to enforce such remedies would have to undertaken of the initiative of, and be financed by, the registered owners of the Obligations. On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in “clear and unambiguous” language. Because it is unclear whether the Texas legislature has effectively waived the City’s sovereign immunity from a suit for money damages, registered owners of the Obligations may not be able to bring such a suit against City for breach of the of covenants contained in the Ordinances. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City’s property. Further, the registered owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Obligations. The City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code (“Chapter 9”). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or registered owners of the Obligations of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Obligations are qualified with respect to the customary rights of debtors relative to their creditors, principles of sovereign immunity and by general principles of equity which permit the exercise of judicial discretion. SOURCES AND USES OF OBLIGATIONS PROCEEDS . . . Proceeds from the sale of the Obligations, are expected to be expended as follows: Sources of Funds The Bonds The Certificates Par Amount -$ -$ Issue Premium Total Uses of Funds -$ -$ Use of Funds Deposit to Project Fund -$ -$ Underwriter's Discount Costs of Issuance Total Uses of Funds -$ -$ TAX INFORMATION The following is a summary of certain provisions of State law as it relates to ad valorem taxation and is not intended to be complete. Prospective investors are encouraged to review Title I of the Texas Tax Code, as amended (the “Property Tax Code”), for identification of property subject to ad valorem taxation, property exempt or which may be exempted from ad valorem taxation if claimed, the appraisal of property for ad valorem tax purposes, and the procedures and limitations applicable to the levy and collection of ad valorem taxes. 2023 LEGISLATIVE SESSION . . . The 88the Texas Legislature convened on January 10, 2023 and will conclude on May 29, 2023. Thereafter, the Governor of Texas (the “Governor”) may call one or more additional special sessions which may last no more than 30 days and for which the Governor sets the agenda. During the legislative session, the Legislature will consider a general appropriations act and may consider legislation affecting ad valorem taxation procedures affecting cities including debt obligations and public securities issued by cities. The City can make no representations or predictions regarding any actions the Legislature may take during the 88th Texas legislative session concerning the substance or the effect of any legislation that may be passed in the future or how such legislation could affect the City. VALUATION OF TAXABLE PROPERTY . . . The Property Tax Code provides for countywide appraisal and equalization of taxable property values and establishes in each county of the State an appraisal district and an appraisal review board (the “Appraisal Review Board”) responsible for appraising property for all taxing units within the county. The appraisal of property within the City is the responsibility of the 16 Brazos Central Appraisal District (the “Appraisal District”). Except as generally described below, the Appraisal District is required to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining market value of property, the Appraisal District is required to consider the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and use the method the chief appraiser of the Appraisal District considers most appropriate. The Property Tax Code requires appraisal districts to reappraise all property in its jurisdiction at least once every three (3) years. A taxing unit may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the taxing unit by petition filed with the Appraisal Review Board. State law requires the appraised value of an owner’s principal residence (“homestead” or “homesteads”) to be based solely on the property’s value as a homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a homestead to the lesser of (1) the market value of the property or (2) 110% of the appraised value of the property for the preceding tax year plus the market value of all new improvements to the property. State law provides that eligible owners of both agricultural land and open-space land, including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified as both agricultural and open-space land. The appraisal values set by the Appraisal District are subject to review and change by the Appraisal Review Board. The appraisal rolls, as approved by the Appraisal Review Board, are used by taxing units, such as the City, in establishing their tax rolls and tax rates (see “Tax Information – City and Taxpayer Remedies”). STATE MANDATED HOMESTEAD EXEMPTIONS . . . State law grants, with respect to each city in the State, various exemptions for disabled veterans and their families, surviving spouses of members of the armed services killed in action, and surviving spouses of first responders killed or fatally wounded in the line of duty. LOCAL OPTION HOMESTEAD EXEMPTIONS . . . The governing body of a taxing unit, including a city, county, school district, or special district, at its option may grant: (1) an exemption of up to 20% of the appraised value of all homesteads (but not less than $5,000) and (2) an additional exemption of at least $3,000 of the appraised value of the homesteads of persons sixty-five (65) years of age or older and the disabled. Each taxing unit decides if it will offer the local option homestead exemptions and at what percentage or dollar amount, as applicable. The exemption described in (2), above, may be created, increased, decreased or repealed at an election called by the governing body of a taxing unit upon presentment of a petition for such creation, increase, decrease, or repeal of at least 20% of the number of qualified voters who voted in the preceding election of the taxing unit. LOCAL OPTION FREEZE FOR THE ELDERLY AND DISABLED . . . The governing body of a county, municipality or junior college district may, at its option, provide for a freeze on the total amount of ad valorem taxes levied on the homesteads of persons 65 years of age or older or of disabled persons above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon voter initiative, an election may be held to determine by majority vote whether to establish such a freeze on ad valorem taxes. Once the freeze is established, the total amount of taxes imposed on such homesteads cannot be increased except for certain improvements, and such freeze cannot be repealed or rescinded. PERSONAL PROPERTY . . . Tangible personal property (furniture, machinery, supplies, inventories, etc.) used in the “production of income” is taxed based on the property’s market value. Taxable personal property includes income-producing equipment and inventory. Intangibles such as goodwill, accounts receivable, and proprietary processes are not taxable. Tangible personal property not held or used for production of income, such as household goods, automobiles or light trucks, and boats, is exempt from ad valorem taxation unless the governing body of a taxing unit elects to tax such property. FREEPORT AND GOODS-IN-TRANSIT EXEMPTIONS . . . Certain goods that are acquired in or imported into the State to be forwarded outside the State, and are detained in the State for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication (“Freeport Property”) are exempt from ad valorem taxation unless a taxing unit took official action to tax Freeport Property before April 1, 1990 and has not subsequently taken official action to exempt Freeport Property. Decisions to continue taxing Freeport Property may be reversed in the future; decisions to exempt Freeport Property are not subject to reversal. Certain goods that are acquired in or imported into the State to be forwarded to another location within or without the State, stored in a location that is not owned by the owner of the goods and are transported to another location within or without the State within 175 days (“Goods-in-Transit”), are generally exempt from ad valorem taxation; however, the Property Tax Code permits a taxing unit, on a local option basis, to tax Goods-in-Transit if the taxing unit takes official action after conducting a public hearing, before January 1 of the first tax year in which the taxing unit proposes to tax Goods-in-Transit. Goods-in-Transit and Freeport Property do not include oil, natural gas or petroleum products, and Goods-in-Transit does not include aircraft or special inventories such as manufactured housing inventory, or a dealer’s motor vehicle, boat, or heavy equipment inventory. A taxpayer may receive only one of the Goods-in-Transit or Freeport Property exemptions for items of personal property. OTHER EXEMPT PROPERTY . . . Other major categories of exempt property include property owned by the State or its political subdivisions if used for public purposes, property exempt by federal law, property used for pollution control, farm products owned by producers, property of nonprofit corporations used for scientific research or educational activities benefitting a college or university, designated historic sites, solar and wind-powered energy devices, and certain classes of intangible personal property. 17 TAX INCREMENT REINVESTMENT ZONES . . . A city or county, by petition of the landowners or by action of its governing body, may create one or more tax increment reinvestment zones (“TIRZ”) within its boundaries. At the time of the creation of the TIRZ, a “base value” for the real property in the TIRZ is established and the difference between any increase in the assessed valuation of taxable real property in the TIRZ in excess of the base value is known as the “tax increment”. During the existence of the TIRZ, all or a portion of the taxes levied against the tax increment by a city or county, and all other overlapping taxing units that elected to participate, are restricted to paying only planned project and financing costs within the TIRZ and are not available for the payment of other obligations of such taxing units. TAX ABATEMENT AGREEMENTS . . . Taxing units may also enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The taxing unit, in turn, agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. See “Tax Information – Tax Abatement Policy” for descriptions of the City’s tax abatement program. For a discussion of how the various exemptions described above are applied by the City, see “Tax Information – City Application of Property Tax Code” herein. TEMPORARY EXEMPTION FOR QUALIFIED PROPERTY DAMAGED BY A DISASTER . . . The Property Tax Code entitles the owner of certain qualified (i) tangible personal property used for the production of income, (ii) improvements to real property, and (iii) manufactured homes located in an area declared by the governor to be a disaster area following a disaster and is at least 15 percent damaged by the disaster, as determined by the chief appraiser, to an exemption from taxation of a portion of the appraised value of the property. The amount of the exemption ranges from 15 percent to 100 percent based upon the damage assessment rating assigned by the chief appraiser. Except in situations where the territory is declared a disaster on or after the date the taxing unit adopts a tax rate for the year in which the disaster declaration is issued, the governing body of the taxing unit is not required to take any action in order for the taxpayer to be eligible for the exemption. If a taxpayer qualifies for the exemption after the beginning of the tax year, the amount of the exemption is prorated based on the number of days left in the tax year following the day on which the governor declares the area to be a disaster area. For more information on the exemption, reference is made to Section 11.35 of the Property Tax Code. On April 13, 2020, the Attorney General of Texas released his opinion that “a court would likely conclude that the Legislature intended to limit the temporary tax exemption to apply to property physically harmed as a result of a declared disaster. Thus, purely economic, non- physical damage to property caused by the COVID-19 disaster is not eligible for the temporary tax exemption provided by section 11.35 of the Tax Code.” Tex. Att’y Gen. Op. No. KP-0299 (2020). CITY AND TAXPAYER REMEDIES . . . Under certain circumstances, taxpayers and taxing units, including the City, may appeal the determinations of the Appraisal District by timely initiating a protest with the Appraisal Review Board. Additionally, taxing units such as the City may bring suit against the Appraisal District to compel compliance with the Property Tax Code. Beginning in the 2021 tax year, owners of certain property with a taxable value in excess of the current year “minimum eligibility amount”, as determined by the State Comptroller, and situated in a county with a population of one million or more, may protest the determinations of an appraisal district directly to a three-member special panel of the appraisal review board, appointed by the chairman of the appraisal review board, consisting of highly qualified professionals in the field of property tax appraisal. The minimum eligibility amount is set at $50 million for the 2021 tax year, and is adjusted annually by the State Comptroller to reflect the inflation rate. The Property Tax Code sets forth notice and hearing procedures for certain tax rate increases by the City and provides for taxpayer referenda that could result in the repeal of certain tax increases (see “Tax Information – Public Hearing and Maintenance and Operations Tax Rate Limitations”). The Property Tax Code also establishes a procedure for providing notice to property owners of reappraisals reflecting increased property value, appraisals which are higher than renditions, and appraisals of property not previously on an appraisal roll. LEVY AND COLLECTION OF TAXES . . . The City is responsible for the collection of its taxes, unless it elects to transfer such functions to another governmental entity. Taxes are due October 1, or when billed, whichever comes later, and become delinquent after January 31 of the following year. A delinquent tax incurs a penalty of six percent (6%) of the amount of the tax for the first calendar month it is delinquent, plus one percent (1%) for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in which it becomes delinquent, the tax incurs a total penalty of twelve percent (12%) regardless of the number of months the tax has been delinquent and incurs an additional penalty of up to twenty percent (20%) if imposed by the City. The delinquent tax also accrues interest at a rate of one percent (1%) for each month or portion of a month it remains unpaid. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency date of taxes for certain taxpayers. Furthermore, the City may provide, on a local option basis, for the split payment, partial payment, and discounts for early payment of taxes under certain circumstances. PUBLIC HEARING AND MAINTENANCE AND OPERATIONS TAX RATE LIMITATIONS . . . The following terms as used in this section have the meanings provided below: “adjusted” means lost values are not included in the calculation of the prior year’s taxes and new values are not included in the current year’s taxable values. 18 “de minimis rate” means the maintenance and operations tax rate that will produce the prior year’s total maintenance and operations tax levy (adjusted) from the current year’s values (adjusted), plus the rate that produces an additional $500,000 in tax revenue when applied to the current year’s taxable value, plus the debt service tax rate. “no-new-revenue tax rate” means the combined maintenance and operations tax rate and debt service tax rate that will produce the prior year’s total tax levy (adjusted) from the current year’s total taxable values (adjusted). “special taxing unit” means a city for which the maintenance and operations tax rate proposed for the current tax year is 2.5 cents or less per $100 of taxable value. “unused increment rate” means the cumulative difference between a city’s voter-approval tax rate and its actual tax rate for each of the tax years 2021 through 2022, which may be applied to a city’s tax rate in tax years 2021 through 2023 without impacting the voter-approval tax rate. “voter-approval tax rate” means the maintenance and operations tax rate that will produce the prior year’s total maintenance and operations tax levy (adjusted) from the current year’s values (adjusted) multiplied by 1.035, plus the debt service tax rate, plus the “unused increment rate.” The City’s tax rate consists of two components: (1) a rate for funding of maintenance and operations expenditures in the current year (the “maintenance and operations tax rate”), and (2) a rate for funding debt service in the current year (the “debt service tax rate”). Under State law, the assessor for the City must submit an appraisal roll showing the total appraised, assessed, and taxable values of all property in the City to the City Council by August 1 or as soon as practicable thereafter. A city must annually calculate its “voter-approval tax rate” and “no-new-revenue tax rate” (as such terms are defined above) in accordance with forms prescribed by the State Comptroller and provide notice of such rates to each owner of taxable property within the city and the county tax assessor-collector for each county in which all or part of the city is located. A city must adopt a tax rate before the later of September 30 or the 60th day after receipt of the certified appraisal roll, except that a tax rate that exceeds the voter-approval tax rate must be adopted not later than the 71st day before the next occurring November uniform election date. If a city fails to timely adopt a tax rate, the tax rate is statutorily set as the lower of the no-new-revenue tax rate for the current tax year or the tax rate adopted by the city for the preceding tax year. As described below, the Property Tax Code provides that if a city adopts a tax rate that exceeds its voter-approval tax rate or, in certain cases, its “de minimis rate”, an election must be held to determine whether or not to reduce the adopted tax rate to the voter-approval tax rate. A city may not adopt a tax rate that exceeds the lower of the voter-approval tax rate or the no-new-revenue tax rate until each appraisal district in which such city participates has delivered notice to each taxpayer of the estimated total amount of property taxes owed and the city has held a public hearing on the proposed tax increase. For cities with a population of 30,000 or more as of the most recent federal decennial census, if the adopted tax rate for any tax year exceeds the voter-approval tax rate, that city must conduct an election on the next occurring November uniform election date to determine whether or not to reduce the adopted tax rate to the voter-approval tax rate. For cities with a population less than 30,000 as of the most recent federal decennial census, if the adopted tax rate for any tax year exceeds the greater of (i) the voter-approval tax rate or (ii) the de minimis rate, the city must conduct an election on the next occurring November uniform election date to determine whether or not to reduce the adopted tax rate to the voter-approval tax rate. However, for any tax year during which a city has a population of less than 30,000 as of the most recent federal decennial census and does not qualify as a special taxing unit, if a city’s adopted tax rate is equal to or less than the de minimis rate but greater than both (a) the no-new-revenue tax rate, multiplied by 1.08, plus the debt service tax rate or (b) the city’s voter-approval tax rate, then a valid petition signed by at least three percent of the registered voters in the city would require that an election be held to determine whether or not to reduce the adopted tax rate to the voter- approval tax rate. Any city located at least partly within an area declared a disaster area by the Governor of the State or the President of the United States during the current year may calculate its “voter-approval tax rate” using a 1.08 multiplier, instead of 1.035, until the earlier of (i) the second tax year in which such city’s total taxable appraised value exceeds the taxable appraised value on January 1 of the year the disaster occurred, or (ii) the third tax year after the tax year in which the disaster occurred. State law provides cities and counties in the State the option of assessing a maximum one‐half percent (1/2%) sales and use tax on retail sales of taxable items for the purpose of reducing its ad valorem taxes, if approved by a majority of the voters in a local option election. If the additional sales and use tax for ad valorem tax reduction is approved and levied, the no-new-revenue tax rate and voter-approval tax rate must be reduced by the amount of the estimated sales tax revenues to be generated in the current tax year. The calculations of the no-new-revenue tax rate and voter-approval tax rate do not limit or impact the City’s ability to set a debt service tax rate in each year sufficient to pay debt service on all of the City’s tax-supported debt obligations, including the Obligations. 19 Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. DEBT TAX RATE LIMITATIONS . . . All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax supported debt, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 of Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all debt service on ad valorem tax-supported debt, as calculated at the time of issuance. THE CITY’S RIGHTS IN THE EVENT OF TAX DELINQUENCIES . . . Taxes levied by the City are a personal obligation of the owner of the property. On January 1 of each year, a tax lien attaches to property to secure the payment of all state and local taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of each taxing unit, including the City, having power to tax the property. The City’s tax lien is on a parity with tax liens of such other taxing units. A tax lien on real property takes priority over the claim of most creditors and other holders of liens on the property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien; however, whether a lien of the United States is on a parity with or takes priority over a tax lien of the City is determined by applicable federal law. Personal property, under certain circumstances, is subject to seizure and sale for the payment of delinquent taxes, penalty, and interest. At any time after taxes on property become delinquent, the City may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the City must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, adverse market conditions, taxpayer redemption rights, or bankruptcy proceedings which restrain the collection of a taxpayer’s debt. Federal bankruptcy law provides that an automatic stay of actions by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases, post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF PROPERTY TAX CODE . . . The City grants a 5% exemption to the market value of the residence homestead. It also grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $30,000. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. The City does permit split payments, but discounts are not allowed. The City does collect the additional one-half percent sales tax for reduction of ad valorem taxes. The City has adopted a tax abatement policy. An election was held on May 10, 2008 and the voters of College Station approved the ad valorem tax freeze for residential homesteads for disabled and age 65 or older persons. Brazos County collects the taxes for the City. TAX ABATEMENT POLICY . . . The City has established tax abatement guidelines and criteria for economic development prospects in the City. In order to be eligible for designation as a Reinvestment Zone and receive tax abatement, the planned improvement: 1. Must be expected to have an increased appraised ad valorem tax value of at least $1,000,000 based upon the Brazos Central Appraisal District’s assessment of the eligible property. 2. Must be expected to prevent the loss of payroll or retain, increase or create a payroll on a permanent basis in the City. The following factors among others should be considered in determining whether to grant tax abatement and, if so, the percentage of value to be abated and the duration of the tax abatement: 1. Value of land and existing improvements, if any; 2. Type and value of proposed improvements; 3. Productive life of proposed improvements; 4. Number of existing jobs to be retained by proposed improvements; 5. Number of type of new jobs to be created by proposed improvements; 20 6. Amount of local payroll to be created; 7. Whether persons residing or projected to reside within the City will have the opportunity to fill the new jobs being created; 8. Amount of local taxes to be generated directly; 9. Amount of property tax base valuation which will be increased during term of abatement and after abatement, which shall include a definitive commitment that such valuation shall not, in any case, be less than $1,000,000; 10. The costs to be incurred by the City to provide facilities or services directly resulting from the new improvements; 11. The amount of ad valorem taxes to be paid to the City during the abatement period considering (a) the existing values, (b) the percentage of new value abated, (c) the abatement period, and (d) the value after expiration of the abatement period; 12. The population growth of the City that occurs directly as result of new improvements; 13. The types of public improvements, if any, to be made by the applicant seeking abatement; 14. Whether the proposed improvements compete with existing businesses to the detriment of the local economy; 15. The impact on the business opportunities of existing businesses; 16. The attraction of other new businesses to the area; 17. The overall compatibility with the zoning ordinances and comprehensive plan for the area; and/or 18. Whether the project is environmentally compatible with no negative impact on quality of life perceptions. Neither a Reinvestment Zone nor abatement agreement shall be authorized if it is determined that: 1. There would be substantial adverse affect on the provision of government service or tax base; 2. The applicant has insufficient financial capacity; 3. Planned or potential use of the property would constitute a hazard to public safety, health or morals; 4. Violation of other code or laws; 5. The agreement was signed after the commencement of construction, alteration or installation of improvements related to the project; or 6. Any other reason deemed appropriate by the City Council ECONOMIC DEVELOPMENT . . . In the fall of 2013, the College Station City Council adopted an Economic Development Master Plan. This document represents the City’s first such effort and joins the many other Master Plans, Neighborhood, Corridor, and District Plans created to aid in successful implementation of the Comprehensive Plan. The Master Plan defines the goals and objectives of the City’s economic development efforts and lays out strategies and detailed actions to achieve these goals and objectives. This plan was updated in 2020 to reflect the evolving market and identify strategic initiatives and targeted industries. The plan outlined the following initiatives that the City’s economic development program area should focus its efforts on: attract and expand destination entertainment and hospitality activities; support retail and redevelopment opportunities; enhance community health and wellness; support expansion of population and corporate investment; partner with regional allies to attract and expand high-end investment; and enhance high quality of life. Furthermore, the Plan also detailed ongoing monitoring, and identified a series of formal economic development policy guidelines that were also adopted. These guidelines state that in order to ensure the ongoing competitiveness of the community, no State authorized incentive should immediately be discounted. The Texas Constitution and multiple State statutes identify the role of economic development by both the State and its municipalities as a public purpose. While recognizing there is no standard strategy, policy, or program for economic development, the Texas Legislature has created a vast array of tools that local governments have at their disposal. The objective of these tools is to not only encourage development and diversification of the Texas economy, but to simultaneously enhance the participating community’s overall quality of life. Incentives to consider may include, but not be limited to: Chapter 380 financing; development fee rebates; enterprise zone program sponsorship; Freeport exemptions; infrastructure assistance; land transactions; delayed annexation or limited purpose annexation; special districts; reinvestment zones (tax abatement or tax increment); and fast track development process. The City and the City of Bryan, Texas have also entered into an “Interlocal Cooperation and Joint Development Agreement” (the “Interlocal Agreement”) in connection with implementing a joint economic development program known as the Joint Research Valley BioCorridor Development Project (the “Project”). Under the terms of the Interlocal Agreement, the City will make funds available to the City of Bryan, and the City of Bryan will make funds available to the City, for certain defined public infrastructure projects that are intended to enhance development of the Project. The obligations of each city under the Interlocal Agreement shall not constitute a debt for purposes of any provision of the State Constitution, and are intended to be paid from the general revenues of each city. (Remainder of page intentionally left blank) 21 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2022/2023 Market Valuation Established by Brazos Central Appraisal District 12,727,149,044 $ (excluding exempt property) Less Exemptions/Reductions at 100% Market Value: Productivity Loss 122,712,187 $ Over 65 Homestead Exemptions 116,435,333 Cap Loss 209,830,162 Pollution Control 207,845 Member Armed Service Surviving Spouse 763,706 Solar 356,377 Freeport 34,697,113 Disabled Veteran 79,247,721 Homestead 198,108,667 First Responders Surviving Spouse 636,379 762,995,490 2022/2023 Taxable Assessed Valuation 11,964,153,554 $ (1) Debt Payable from Ad Valorem Taxes (as of 4/1/2022) Certificates of Obligation, Series 2013 6,070,000 $ General Obligation Improvement and Refunding Bonds, Series 2013 7,320,000 Certificates of Obligation, Series 2014 19,015,000 General Obligation Improvement and Refunding Bonds, Series 2014 14,430,000 Certificates of Obligation, Series 2016 16,655,000 General Obligation Improvement and Refunding Bonds, Series 2016 23,250,000 General Obligation Improvement and Refunding Bonds, Series 2017 23,390,000 Certificates of Obligation, Series 2017 42,760,000 Certificates of Obligation, Series 2018 28,755,000 Certificates of Obligation, Series 2019 62,070,000 Certificates of Obligation, Series 2020 18,540,000 General Obligation Refunding Bonds, Series 2020 11,910,000 General Obligation Refunding Bonds, Series 2020A 11,245,000 Certificates of Obligation, Series 2021 49,385,000 Certificates of Obligation, Series 2022 65,410,000 The Bonds(2)6,415,000 The Certificates (2)27,495,000 434,115,000 Less: Self Supporting Debt (3)230,111,414 $ Less: Interest and Sinking Fund as of 2/1/2023 26,562,159 Net Debt Payable from Ad Valorem Taxes(4)177,441,427 $ Ratio of Net Debt Payable from Ad Valorem Taxes to Taxable Assessed Valuation(4)1.48% Per Capita Taxable Assessed Valuation - $94,911 Per Capita Net Funded Debt - $1,408 2023 Estimated Population - 126,056 (1) Certified taxable assessed valuation for tax year 2022 as reported by the Brazos Central Appraisal District. This amount is subject to change during ensuing year. (2) Preliminary, subject to change. The debt service on a portion of the Certificates will be internally allocated by the City as being payable from the surplus revenues from the respective enterprise funds. Although the City expects to pay for this portion of the Certificates with surplus enterprise funds, the Certificates are secured solely by a pledge of ad valorem taxes and by a pledge of combined utility system surplus net revenues limited to $1,000. See “THE OBLIGATIONS - Security and Source of Payment.” There is no guarantee that payments from these enterprise funds will be made. If payments are not made from the enterprise funds, the City will be required to levy ad valorem taxes in amounts sufficient to make such payments. (3) In the past, the City has sold certificates of obligation to finance projects for the City’s water and sewer system, and electric system and has internally allocated portions of this debt as payable from the respective enterprise funds. The self-supporting amounts listed above are projections of debt that is expected to be retired by the City based on actual historical payments from these funds to pay for debt service the outstanding certificates of obligation. There is no guarantee that payments from these funds will continue in the future. Includes a portion of the Certificates. See “DEBT INFORMATION – TABLE 10 – Self Supporting Debt.” Preliminary, subject to change. (4) Net of Interest and Sinking Fund as of February 1, 2023. 22 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY 2023 2022 2021 % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single-Family 7,275,649,496$ 57.17% 6,149,791,788$ 55.97% 5,811,512,587$ 55.20% Real, Residential, Multi-Family 2,416,751,377 18.99% 2,205,779,501 20.07% 2,152,451,222 20.44% Real, Vacant Lots/Tracts 185,802,426 1.46% 192,135,685 1.75% 176,239,728 1.67% Real, Acreage (Land Only) 124,109,083 0.98% 122,899,435 1.12% 107,408,833 1.02% Real, Farm and Ranch Improvements 75,424,161 0.59% 74,092,458 0.67% 70,754,199 0.67% Real, Commercial/Industrial 1,958,551,230 15.39% 1,704,356,374 15.51% 1,675,685,747 15.92% Real, Oil, Gas & Other Mineral Reserves 8,912,023 0.07% 2,362,709 0.02% 5,628,541 0.05% Real and Tangible Personal, Utilities 61,792,187 0.49% 50,984,103 0.46% 41,370,586 0.39% Tangible Personal, Business 558,179,677 4.39% 434,294,250 3.95% 413,595,878 3.93% Tangible Personal, Other 2,216,385 0.02% 2,278,571 0.02% 2,317,808 0.02% Real Property Inventory 31,834,604 0.25% 27,019,742 0.25% 43,992,153 0.42% Special Inventory 27,926,395 0.22% 21,708,275 0.20% 27,647,427 0.26% Total Appraised Value Before Exemptions 12,727,149,044$ 100.00% 10,987,702,891$ 100.00% 10,528,604,709$ 100.00% Less: Total Exemptions/Reductions 762,995,490 503,818,512 449,134,677 Taxable Assessed Value 11,964,153,554$ 10,483,884,379$ 10,079,470,032$ 2020 % of % of Category Amount Total Amount Total Real, Residential, Single-Family 5,654,665,682$ 54.26% 5,420,353,263$ 54.67% Real, Residential, Multi-Family 2,165,512,093 20.78% 2,014,388,746 20.32% Real, Vacant Lots/Tracts 170,205,829 1.63% 181,379,036 1.83% Real, Acreage (Land Only) 111,699,300 1.07% 107,486,185 1.08% Real, Farm and Ranch Improvements 73,131,172 0.70% 92,572,477 0.93% Real, Commercial/Industrial 1,722,395,856 16.53% 1,612,617,746 16.27% Real, Oil, Gas & Other Mineral Reserves 7,641,206 0.07% 12,619,033 0.13% Real and Tangible Personal, Utilities 41,354,350 0.40% 40,945,210 0.41% Tangible Personal, Business 415,420,441 3.99% 389,192,346 3.93% Tangible Personal, Other 2,384,330 0.02% 2,441,400 0.02% Real Property Inventory 37,101,583 0.36% 23,400,278 0.24% Special Inventory 19,926,390 0.19% 16,814,030 0.17% Total Appraised Value Before Exemptions 10,421,438,232$ 100.00% 9,914,209,750$ 100.00% Less: Total Exemptions/Reductions 442,006,875 427,135,373 Taxable Assessed Value 9,979,431,357$ 9,487,074,377 $ Taxable Appraised Value, Fiscal Year Ending September 30, Taxable Appraised Value, Fiscal Year Ending September 30, 2019 NOTE: Valuations shown are certified taxable assessed values reported by the Brazos Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (Remainder of page intentionally left blank) 23 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY Ratio of Net Fiscal Taxable G.O. Tax Debt Year Taxable Assessed to Taxable Net G.O. Ended Estimated Assessed Valuation Net G.O. Assessed Tax Debt 9/30 Population (1) Valuation(2)Per Capita Tax Debt (3)Valuation Per Capita 2019 121,150 9,487,074,377$ 78,308$ 197,690,000$ 2.08% 1,632$ 2020 122,949 9,979,431,357 81,167 183,525,000 1.84% 1,493 2021 124,710 10,079,470,032 80,823 194,901,488 1.93% 1,563 2022 124,866 10,483,884,379 83,961 220,478,586 2.10% 1,766 2023 126,056 11,964,153,544 83,961 218,520,275 (4)1.83%(4)1,734 (4) (1) Source: The City. (2) As reported by the Brazos Central Appraisal District; subject to change during the ensuing year. Certified taxable assessed valuation for tax year 2022 as reported by the Brazos Central Appraisal District. This amount is subject to change during ensuing year. (3) Payable from ad valorem taxes. Does not include self-supporting debt as shown on Table 8 and Table 10. (4) Projected, includes the Obligations. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal Year General Interest and % Current % Total Ended 9/30 Tax Rate Fund Sinking Fund Tax Levy Collections Collections 2019 0.5058$ 0.2855$ 0.2203$ 46,985,167$ 99.22% 99.22% 2020 0.5346 0.3132 0.2214 52,020,670 98.78% 98.78% 2021 0.5346 0.3182 0.2164 52,501,620 99.27% 99.27% 2022 0.5346 0.3182 0.2164 54,446,371 98.87% 98.87% 2023 0.5246 0.3132 0.2114 60,563,307 90.59%(1)90.32%(1) (1) Collections as of March 15, 2023. A portion of the City's taxpayer base has elected to provide split payments to the City which will be due in part on June 30, 2023. TABLE 5 - TEN LARGEST TAXPAYERS 2023 % of Total Taxable Taxable Nature Assessed Assessed Name of Taxpayer of Property Valuation Valuation Fujifilm Diosynth Biotechnologies Texas LLC Technology 267,892,871$ 2.24% Sterling-A&M High Rise LLC Apartment Buildings 68,606,486 0.57% The Standard at College Station LLC Apartment Buildings 65,487,384 0.55% CPP College Station I LLC Real Estate 59,928,422 0.50% Northpoint Crossing Residential I Owner LLC Real Estate 58,470,000 0.49% Northpoint Crossing Residential II Owner LLC Real Estate 57,960,000 0.48% Israel Weinberg Commercial 53,573,519 0.45% SW Meadows Point LP Apartment Buildings 51,924,350 0.43% Culpepper Family LP Real Estate 51,180,666 0.43% SHP-The Callaway House LP Apartment Buildings 46,956,270 0.39% 781,979,968$ 6.54% GENERAL OBLIGATION DEBT LIMITATION . . . No general obligation debt limitation is imposed on the City under current State law or the City's Home Rule Charter (see “THE OBLIGATIONS - Tax Rate Limitation”). 24 TABLE 6 - TAX ADEQUACY Net Maximum Tax Suppported Principal and Interest Requirements (2023)…………………………… 26,064,570 $ (1) $0.22006 Tax Rate at 99% Collection Produces ………………………………………………………26,065,033 $ Net Average Tax Supported Principal and Interest Requirements (2023-2043)………………………… 14,886,710 $ (1) $0.12569 Tax Rate at 99% Collection Produces ………………………………………………………14,887,367 $ (1) Includes the Obligations and excludes self-supporting debt. Preliminary, subject to change. TABLE 7 - ESTIMATED OVERLAPPING DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax debt (“Tax Debt”) was developed by the City from information obtained from the Brazos Central Appraisal District. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. City's 2022/23 Total Net Estimated Overlapping Taxable 2022 Tax Debt as % Tax Debt as Assessed Value Tax Rate of 4/1/2023 Applicable of 4/1/2023 City of College Station 11,964,153,554 $ (1)0.5246 177,441,427 $ (2)100.00% 177,441,427 $ Rock Prairie Management District #2 73,294,914 0.5000 4,935,000 100.00% 4,935,000 Brazos County 25,202,607,443 0.4294 67,255,000 48.13% 32,369,832 Bryan ISD 11,683,215,026 1.1396 248,675,000 3.51% 8,728,493 College Station ISD 12,975,306,902 1.1781 343,110,000 87.85% 301,422,135 Total Direct and Overlapping Funded Tax Debt 524,896,886 $ Ratio of Direct and Overlapping Funded Tax Debt to Taxable Assessed Valuation 4.387% Per Capita Overlapping Funded Tax Debt 4,164 $ Source: Municipal Advisory Council of Texas. (1) Certified taxable assessed valuation for tax year 2022 as reported by the Brazos Central Appraisal. This amount is subject to change during ensuing year. (2) Projected, includes the Obligations and excludes self-supporting debt. (Remainder of page intentionally left blank) 25 DEBT INFORMATION TABLE 8 - PRO-FORMA AD VALOREM TAX DEBT SERVICE REQUIREMENTS* Total NetYearLess: Tax Supported % ofEndSelf-Supporting Debt Service Principal9/30 Principal Interest Total Principal Interest Total Principal Interest Total Debt Service(3)Requirements Retired2023 31,865,000$ 16,994,940$ 48,859,940$ -$ -$ -$ -$ -$ -$ 22,795,369$ 26,064,570$ 2024 30,670,000 15,491,874 46,161,874 225,000 374,820 599,820 665,000 1,613,981 2,278,981 23,941,810 25,098,865 2025 30,160,000 14,038,606 44,198,606 295,000 302,125 597,125 965,000 1,317,375 2,282,375 23,420,845 23,657,261 2026 30,350,000 12,575,411 42,925,411 305,000 287,125 592,125 1,015,000 1,267,875 2,282,875 22,798,658 23,001,753 2027 27,790,000 11,248,459 39,038,459 320,000 271,500 591,500 1,065,000 1,215,875 2,280,875 20,787,983 21,122,852 33.41%2028 26,645,000 10,102,544 36,747,544 340,000 255,000 595,000 1,120,000 1,161,250 2,281,250 19,495,667 20,128,127 2029 24,930,000 9,042,185 33,972,185 355,000 237,625 592,625 1,175,000 1,103,875 2,278,875 18,412,316 18,431,369 2030 23,680,000 8,037,719 31,717,719 375,000 219,375 594,375 1,235,000 1,043,625 2,278,625 16,712,577 17,878,142 2031 23,140,000 7,057,530 30,197,530 240,000 204,000 444,000 1,140,000 984,250 2,124,250 16,506,213 16,259,567 2032 23,550,000 6,108,438 29,658,438 250,000 191,750 441,750 1,190,000 926,000 2,116,000 15,976,345 16,239,842 61.17%2033 23,285,000 5,179,530 28,464,530 265,000 178,875 443,875 1,255,000 864,875 2,119,875 14,923,849 16,104,431 2034 22,845,000 4,291,439 27,136,439 270,000 165,500 435,500 1,315,000 800,625 2,115,625 14,177,945 15,509,619 2035 20,510,000 3,539,315 24,049,315 285,000 151,625 436,625 1,385,000 733,125 2,118,125 12,344,956 14,259,109 2036 21,190,000 2,871,715 24,061,715 300,000 137,000 437,000 1,455,000 662,125 2,117,125 12,353,706 14,262,134 2037 19,880,000 2,205,498 22,085,498 315,000 121,625 436,625 1,535,000 587,375 2,122,375 11,934,618 12,709,880 86.09%2038 15,530,000 1,616,959 17,146,959 330,000 105,500 435,500 1,605,000 508,875 2,113,875 11,045,296 8,651,038 2039 13,585,000 1,126,775 14,711,775 350,000 88,500 438,500 1,690,000 426,500 2,116,500 9,680,113 7,586,663 2040 9,175,000 735,363 9,910,363 370,000 70,500 440,500 1,780,000 339,750 2,119,750 7,195,069 5,275,544 2041 8,205,000 413,038 8,618,038 390,000 51,500 441,500 1,870,000 248,500 2,118,500 5,924,400 5,253,638 2042 5,085,000 127,125 5,212,125 405,000 31,625 436,625 1,970,000 152,500 2,122,500 3,726,125 4,045,125 99.46%2043 - - - 430,000 10,750 440,750 2,065,000 51,625 2,116,625 1,476,000 1,081,375 100.00%432,070,000$ 132,804,459$ 564,874,459$ 6,415,000$ 3,456,320$ 9,871,320$ 27,495,000$ 16,009,981$ 43,504,981$ 305,629,858$ 312,620,902$ The Certificates(2)Outstanding Debt Service The Bonds(1) (1) Average life of the Bonds – 10.776 years. Interest calculated at an average rate for purposes of illustration. Preliminary, subject to change. (2) Average life of the Certificates – 11.646 years. Interest calculated at an average rate for purposes of illustration. Preliminary, subject to change. (3) In the past, the City has sold certificates of obligation to finance projects for the City’s water and sewer system, and electric system and has internally allocated portions of this debt as payable from the respective enterprise funds. The self-supporting amounts listed above are projections of debt that is expected to be retired by the City based on actual historical payments from these funds to pay for debt service the outstanding certificates of obligation. There is no guarantee that payments from these funds will continue in the future. Includes a portion of the Certificates. See “Table 10 – Self Supporting Debt” and the accompanying footnotes. Preliminary, subject to change. 26 TABLE 9 - INTEREST AND SINKING FUND BUDGET PROJECTION Total Net Tax Supported Debt Service Requirements, Fiscal Year Ending September 30, 2023(1)26,064,570$ Interest and Sinking Fund, September 30, 2022 7,538,407$ Budgeted Interest and Sinking Fund Tax Levy 22,033,833 Budgeted Investment Earnings 50,000 Budgeted Transfers 468,073 30,090,313 Estimated Balance, September 30, 2023 4,025,743$ (1) Excludes self-supporting debt. Includes the Obligations. Preliminary, subject to change. TABLE 10 – SELF-SUPPORTING DEBT(1) Year Total End Electric Wastewater Water Self-Supporting 9/30 Fund Fund Fund Landfill Debt Service 2023 7,902,134$ 7,711,082$ 6,860,604$ 321,550$ 22,795,369$ 2024 8,314,988 7,835,407 7,462,366 329,050 23,941,810 2025 8,014,255 7,578,680 7,497,234 330,675 23,420,845 2026 7,754,559 7,570,884 7,141,664 331,550 22,798,658 2027 6,545,204 7,354,776 6,556,327 331,675 20,787,983 2028 6,391,869 6,989,843 5,789,555 324,400 19,495,667 2029 5,933,143 6,830,269 5,319,029 329,875 18,412,316 2030 5,068,875 6,836,505 4,807,197 - 16,712,577 2031 4,894,706 6,825,385 4,786,122 - 16,506,213 2032 4,571,596 6,829,323 4,575,426 - 15,976,345 2033 4,073,474 6,459,263 4,391,113 - 14,923,849 2034 3,476,674 6,306,134 4,395,138 - 14,177,945 2035 2,875,221 5,523,774 3,945,961 - 12,344,956 2036 2,873,954 5,529,638 3,950,115 - 12,353,706 2037 2,878,886 5,529,734 3,525,997 - 11,934,618 2038 2,869,441 5,198,803 2,977,052 - 11,045,296 2039 2,438,703 4,509,372 2,732,038 - 9,680,113 2040 2,437,297 2,877,016 1,880,756 - 7,195,069 2041 2,441,619 1,781,944 1,700,838 - 5,924,400 2042 1,477,375 1,078,125 1,170,625 - 3,726,125 2043 763,625 143,500 568,875 - 1,476,000 93,997,598 $ 117,299,455 $ 92,034,030 $ 2,298,775 $ 305,629,858 $ (1) The debt service described in this table is general obligation debt for which repayment is provided from revenues from other sources. It is the City’s current policy to provide these payments from such sources. There is no assurance that the use of these sources to make these payments will continue in the future. If payments are not made from such sources in the future, the difference will be paid for with ad valorem taxes. Includes a portion of the Obligations. Preliminary, subject to change. TABLE 11 - AUTHORIZED BUT UNISSUED TAX BONDS Date of Amount Issued Authorization Purpose Authorized To Date The Bonds Unissued 11/4/2003 Municipal Complex Improvements 7,610,000$ 3,955,000$ -$ 3,655,000$ 11/4/2003 Park Improvements 12,790,000 12,145,000 - 645,000 11/8/2022 Public Safety, Transportation, Park 56,100,000 - 6,900,000 56,100,000 76,500,000$ 16,100,000$ 6,900,000$ 53,500,000$ ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT The City has no firm plans for the issuance of additional general obligation debt payable from ad valorem taxes within the next twelve months. 27 OTHER OBLIGATIONS The City has obtained office space, machinery and equipment through long-term operating leases. The terms and conditions for these leases varies. The leases are fixed, periodic payments over the lease terms of the individual contracts, which ranges from 1-12 years. At September 30, 2022, the City leases consisted of the following: Year Ended September 30, Principal Interest Total 2022 167,757 $ 4,122 $ 171,879 $ 2023 99,727 2,547 102,274 2024 22,752 1,574 24,326 2025 23,270 1,057 24,327 2026 23,799 529 24,328 2027-2031 10,552 62 10,614 347,857 $ 9,891 $ 357,748 $ PENSION FUND Plan Description The City accounts for pension cost under GASB Statement No. 68, Accounting and Financial Reporting for Pensions. The City of College Station participates as one of over 900 plans in the multi-employer, nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six-member Board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS’s defined benefit pension plan is a tax-qualified plan under Section 401 (a) of the Internal Revenue Code. TMRS issues a publicly available comprehensive annual financial report that can be obtained at www.tmrs.com. All eligible employees of the city are required to participate in TMRS. TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee’s contributions, with interest, and the city-financed monetary credits, with interest, were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven actuarially equivalent payment options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member’s deposits and interest. Plan provisions for the City were as follows: Employees covered by benefit terms at the December 31, 2021 valuation and measurement date are as follows: Inactive employees or beneficiaries currently receiving benefits 555 Inactive employees entitled to but not yet receiving benefits 663 Active employees 915 Total 2,133 Employee deposit rate 7.00% Matching ratio (City to Employee) 2 to 1 Years required for vesting 5 Service retirement eligibility 20 years at any age; 5 years at age 60 and above Updated service credit 75% repeating transfers Annuity increase (to retirees) 50% of CPI repeating 28 Contributions The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the city matching percentages are either 100%, 150%, or 200%, both as adopted by the governing body of the city. Under the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the City were required to contribute 7% of their annual gross earnings during the fiscal year. The contribution rates for the City were 13.30% and 13.14% in calendar years 2022 and 2021, respectively. The City’s contributions to TMRS for fiscal year 2022 were $10,371,851 which exceeded the required contributions of $8,956,004. Net Pension Liability The City’s Net Pension Liability (NPL) was measured as of December 31, 2021, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. Actuarial Assumptions The Total Pension Liability in the December 31, 2021 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.5% per year Overall paytoll growth 2.75% Investment rate of return 6.75%, net of pension plan investment expense including inflation Salary increases were based on service-related tables. Mortality rates for active members, retirees, and beneficiaries were based on fully generational basis with scale UMP. PUB(10) Mortality Table with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. Actuarial assumptions used in the December 31, 2021 valuation were based on the results of actuarial experience studies of TMRS over the four year period from December 31, 2014 to December 31, 2018. Assumptions are reviewed annually. The long-term expected rate of return on pension plan investments is 6.75%. The pension plan’s policy with regard to the allocation of invested assets is established and may be amended by the TMRS Board of Trustees. Plan assets are managed on a total return basis with an emphasis on both capital appreciation as well as the production of income, in order to satisfy the short-term and long-term funding needs of TMRS. The long- term expected rate of return on pension plan investments was determined using a building-block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: Long Term Expected Target Real Rate Asset Class Allocation of Return Global Equity 35.00% 7.55% Core Fixed Income 6.00% 2.00% Non-Core Fixed Income 20.00% 5.68% Real Return 12.00% 7.22% Real Estate 12.00% 6.85% Hedge Funds 5.00% 5.35% Private Equity 10.00% 10.00% Total 100.00% (Remainder of page intentionally left blank) 29 Discount Rate The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee contributions will remain at the current 7.0% and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. Increase (Decrease) Total Plan Net Pension Fiduciary Pension Liability Net Position Liability (a) (b) (a) - (b) Balance at 12/31/2020 333,159,432$ 306,679,489$ 26,479,943$ Changes for the year: Service Cost 9,623,885 - 9,623,885 Interest (on the Total Pension Liability) 22,333,149 - 22,333,149 Differences between expected and actual experience 304,722 - 304,722 Changes of assumptions - - - Contributions - employer - 9,759,755 (9,759,755) Contributions - employee - 4,326,731 (4,326,731) Net investment income (loss) - 39,981,519 (39,981,519) Benefit payments, including refunds of - employee contributions; (14,219,819) (14,219,819) - Administrative expenses - (184,986) 184,986 Other changes - 1,266 (1,266) Net changes 18,041,937 39,664,466 (21,622,529) Ending Balance at 12/31/2021 351,201,369$ 346,343,955$ 4,857,414$ Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City, as well as what the City’s net pension liability (asset) would be if it were calculated using a discount rate that is 1-percentage-point lower or 1-percentage- point higher than the current rate: 1% Decrease 1% Increase in Discount Discount in Discount Rate (5.75%) Rate (6.75%) Rate (7.75%) City's net pension liability 56,643,717$ 4,857,415$ (37,361,055)$ Pension Plan Fiduciary Net Position Detailed information about the pension plan’s Fiduciary Net Position is available in a separately-issued TMRS financial report. That report may be obtained on the Internet at www.tmrs.com. Pension Expense For the year ended September 30, 2022, the City recognized pension expense of $412,985. (Remainder of page intentionally left blank) 30 Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pension At September 30, 2022, the City reported deferred outflows and inflows of resources related to pensions from the following sources: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual economic experience 237,897$ 675,974$ Changes in assumptions 325,018 - Difference between projected and actual earnings - 20,521,473 Contributions subsequent to the measurement date 7,973,129 - Total 8,536,044$ 21,197,447$ $7,973,129 reported as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date, will be recognized as a reduction of the net pension liability for the measurement year ending December 31, 2022 and recognized in the City’s financial statements as of September 30, 2023. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense in the following years indicated below: Net deferred Fiscal outflows Year Ended (inflows) of Sept. 30: resources 2022 (3,722,182)$ 2023 (8,686,493) 2024 (4,407,149) 2025 (3,818,708) (20,634,532)$ OTHER POST-EMPLOYMENT BENEFITS Plan Description Plan administration: As required by state laws, in addition to the pension benefits described above, the City makes available certain postretirement benefits to employees who meet TMRS retirement qualifications, retire from City employment, and enroll in the plan before the effective date of their retirement. The City’s OPEB Plan is a single employer defined benefit plan, defined by City policy. The OPEB Plan does not issue a separate report that includes financial statements and required supplementary information for the OPEB Plan. Plan membership. At September 30, 2022 membership consisted of the following: Medical and/or Life Dental Insurance Benefits Benefits Retirees and Retiree Spouses 55 173 Active Employees 893 893 948 1,066 Benefits provided: The City’s defined benefit Other Post-Employment Benefits (OPEB) Plan offers medical, dental, vision, drug, and life insurance benefits to retired employees and their eligible dependents. The OPEB Plan is a single employer defined benefit OPEB plan administered by the City. The benefit levels offered to retired employees and eligible dependents are the same as those afforded to active employees as the City’s group health insurance plan covers both active and retired members. All medical, dental, vision and drug care benefits are provided through the City’s self-insured health plan. As long as monthly premium payments are made, the healthcare plan provides coverage until age 65 for retired employees and eligible dependents enrolled in the City’s OPEB Plan. The life insurance offered though the OPEB Plan provides a $10,000, fully insured death benefit coverage upon retirement, which ceases upon attainment of age 65. The Life insurance benefit for eligible retirees is paid entirely by the City. 31 Contributions: Benefit provisions, as well as retiree premium contributions, are established by City management. The City determines the employer and participant contribution rates annually, based on recommendations of City staff and the City’s benefit consultant. For the year ended September 30, 2022, the City’s average contribution rate was 2.0% of covered-employee payroll. The City’s contributions to the plan for fiscal year 2022 was $1,344,892 which meets the actuarially determined contribution of $267,766. Investments Investment policy: The goal of the Plan’s investment program is to generate adequate long-term returns that, when combined with contributions, will result in sufficient assets to pay the present and future obligations of the Plan. The Plan has a Balanced Risk Tolerance with a Strategic Asset Allocation of the following: Concentrations: Assets of the OPEB plan are held in Trust by PARS which is fully discussed in Note 21 in the City’s financial statements. Rate of return: For the year ended December 31, 2021, the annual money-weighted rate of return on investments, net of investment expense, was 11.60%. The money-weighted rate of return expresses investment performance, net of investment expense, adjusted for the changing amounts actually invested. Receivables The OPEB plan has no receivables from long-term contracts with the City for contributions at September 30, 2022. Allocated Insurance Contracts The OPEB plan has no allocated insurance contracts excluded from OPEB plan assets at September 30, 2022. Reserves The OPEB plan has no reserves recorded at September 30, 2022. Net OPEB Liability The components of the net OPEB liability of the City at September 30, 2022 based on the December 31, 2021 measurement and actuarial valuation date, were as follows: Total OPEB liability - ending 6,318,674 $ Plan fiduciary net position - ending (6,521,781) Net OPEB liability - ending (203,107)$ Plan fiduciary net position as a percentage of total OPEB liability 103.21% (Remainder of page intentionally left blank) Target Allocation Asset Class Allocation Range Cash 5.0% 0-20% Fixed Income 35.0% 30%-50% Equity 60.0% 50%-70% Total 100.0% 32 Changes in the Net OPEB Liability (Asset) For the year ended September 30, 2022, the City recognized change of $2,233,198 in its net OPEB liability (asset). Components of the change in net OPEB liability (asset) are as follows: Increase (Decrease) Total OPEB Plan Fiduciary Net OPEB Liability Net Position Liability Balances as of Decmeber 31, 2020 6,626,605 $ 4,596,514$ 2,030,091 $ Changes for the year: Service cost 214,329 - 214,329 Interest 445,496 - 445,496 Differences between expected and - actual experience 183,681 - 183,681 Changes of assumptions of other inputs (198,051) - (198,051) Contributions-employer - 2,273,809 (2,273,809) Net investment income - 604,844 (604,844) Benefit payments (953,386) (953,386) - Net changes (307,931) 1,925,267 (2,233,198) Balances as of December 31, 2021 6,318,674 $ 6,521,781 $ (203,107)$ Actuarial assumptions. The total OPEB liability for the year ended September 30, 2022 as measured as of December 31, 2021 was determined by an actuarial valuation as of that date using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Inflation 3.0% Salary increases 4% to 12% Discount rate 7.00% Healthcare cost trend rates 8.00% in FY23 decreasing 0.50% per year to an ultimate rate of 4.75% for FY30 and later years Mortality rates were based on the Pub-2010 Public Safety Employee mortality table form males and Pub-2010 General Employee mortality table for females and Ultimate MP Projection scale projected generationally from the year 2021. The actuarial assumptions used in the December 31, 2021 valuation were based on the results of an actuarial experience study for the period December 31, 2014 to December 31, 2018. Retirees and Retiree Spouses, the 2019 Municipal Retirees of Texas mortality tables with Ultimate MP Projection Scale projected generationally from the year 2019. Disabled Retirees, the 2019 Muni9cipal Retirees of Texas mortality tables with a 3-year set forward for females and a 4-year set forward for males, minimum mortality rates at all ages of 3% for females and 3.5% for males, d ultimate MP projection Scale projected generationally from the year 2019. The long-term expected rate of return on OPEB plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of arithmetic real rates of return for each major asset class included in the target asset allocation are summarized in the following table: Expected Real Target Rate of Weighted Asset Class Allocation Return Average Cash 5.00% 0.75% 0.04% Fixed Income 35.00% 3.56% 1.25% Equity 60.00% 5.75% 3.45% Total 100.00% N/A 4.74% Discount rate. The discount rate used to measure the total OPEB liability was 7.0 percent. The discount rate used to determine the total OPEB Liability as of the beginning of the measurement year prior to the establishment of the OPEB trust was 3.78%. The weighted average of the Expected Real Rate of Return is added to the Expected Long-Term Inflation assumption and reduced by expected investment expenses (4.74% + 3.00% - 0.75% = 6.99%). This result is then rounded to the nearest 25 basis points to obtain the Expected Long-Term Rate of Return of 7.00%. 33 The projected cash flows into the plan are equal to projected benefit payments out of the plan plus prefunding contributions that have been approved by the City Council. The projection of cash flows used to determine the discount rate assumed that City contributions will be made at rates equal to the actuarially determined contribution rates. The assumed rate of general inflation has been updated since the valuation used for the September 30, 2021 liability to reflect the actuary’s best expectation of future plan experience. The long-term expected rate of return for the plan is 7.0 percent. The plan operates on a pay as you go basis and accumulates assets in trust in addition to the pay as you go amount. Based on the discount rate assumptions, the OPEB plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long- term expected rate of return on OPEB plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability. Sensitivity of the net OPEB liability (asset) to changes in the discount rate. The following presents the net OPEB liability (asset) of the City, as well as what the City’s net OPEB liability (asset) would be if it were calculated using a discount rate that is 1-percentage point lower (6.00%) or 1-percentage-point higher (8.00%) than the current discount rate: 1% Current 1% Decrease Discount Rate Increase (6.00%) (7.00%) (8.00%) Net OPEB liability 290,988 $ (203,107)$ (650,475)$ Sensitivity of the net OPEB liability (asset) to changes in the healthcare cost trend rates. The following presents the net OPEB liability (asset) of the City, as well as what the City’s net OPEB liability (asset) would be if it were calculated using healthcare cost trend rates that are 1- percentage-point lower (7.00% decreasing to 3.75%) or 1-percentage-point higher (9.00% decreasing to 5.75%) than the current healthcare cost rend rates: Current Healthcare 1% Decrease Cost Trend Rates 1% Increase (7.00% decreasing (8.00% decreasing (9.00% decreasing to 3.75%) to 4.75%) to 5.75%) Net OPEB liability (743,812)$ (203,107)$ 427,865 $ OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB For the fiscal year ended September 30, 2022, the City recognized OPEB expense/(income) of ($415,817). At September 30, 2022, the City reported changes to deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources as follows: Deferred Deferred Outflows of Inflows of Resources Resources Differences between expected and actual economic experience 428,643$ 546,850$ Changes of assumptions 940,452 2,247,636 Difference between projected and actual earning on OPEB plan investments - 434,090 Contributions subsequent to the measurement date 1,168,437 - Total 2,537,532$ 3,228,576$ $1,168,437 reported as deferred outflows of resources related to OPEB resulting from contributions subsequent to the measurement date, will be recognized as a reduction of the net OPEB liability )or an increase of the net OPEB asset) for the measurement year ending December 31, 2022 and recognized in the City’s financial statements as of September 30, 2023. Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Fiscal Deferred Year Ended inflows of Sept. 30: resources 2023 (730,382)$ 2024 (788,270) 2025 (337,348) 2026 (139,675) 2027 138,210 Thereafter (2,016) (1,859,481)$ 34 OPEB Trust On September 11, 2017, the City Council approved a resolution adopting the Public Agencies Retirement Services (PARS) Post-Retirement Health Care Plan Trust and on September 25, 2017, the City Council passed resolution 2017-0564 appropriating the funds. Effective September 27, 2017, the City entered into a section 115 Irrevocable Exclusive Benefit agent multiple-employer trust to fund its Other Postemployment Benefits Obligation. Trust and Investment Management Services are provided by Public Agency Retirement Services (PARS) and is administered by the City. The investment manager that executes investment transactions is Highmark Capital Management, Inc. and the custodian of the trust’s funds is US Bank. With the establishment of the trust, the City can pre-fund (make annual payments in advance of the obligation) and allocate funds for the express purpose of funding future OPEB costs. The investment returns can be used to reduce the actuarial contributions and can result in lower long-term costs of the plan. As of September 30, 2022 the trust’s balance was $6,521,780. FINANCIAL INFORMATION TABLE 12 - GENERAL FUND REVENUES AND EXPENDITURE HISTORY 2022 2021 2020 2019 2018 Revenues: Taxes 73,904,402$ 68,484,636$ 62,576,440$ 59,745,768$ 56,329,528$ Licenses & Permits 2,862,819 2,617,660 1,978,515 1,633,241 1,772,959 Intergovernmental 1,202,336 6,138,879 1,117,729 585,506 910,169 Charges for Services 5,067,985 4,850,627 3,654,911 3,753,297 3,940,837 Fines, Forfeits and Penalties 2,414,408 2,421,960 2,955,723 3,544,994 3,211,536 Investment Income 507,575 78,929 264,215 757,250 449,880 Rents & Royalties 627,582 579,416 100,409 184,543 219,538 Contributions 1,532 9,992 251 17,905 7,361 Other 537,675 427,898 1,808,677 957,825 642,547 Total Revenues 87,126,314$ 85,609,997$ 74,456,870$ 71,180,329$ 67,484,355$ Expenditures: General Government 7,885,143$ 9,784,872$ 7,629,456$ 8,481,683$ 6,165,016$ Fiscal Services 5,007,950 4,535,506 4,424,965 3,993,584 3,954,488 Police Department* 10,627,727 * 23,841,799 23,798,584 24,299,928 22,631,648 Fire Department 22,850,999 20,238,097 19,957,114 19,888,536 19,624,919 Planning & Development Services 4,573,374 3,906,537 4,112,986 4,180,089 3,740,969 Parks and Recreation 9,419,475 7,775,598 7,569,136 9,350,892 9,129,079 Information Technology 6,530,030 5,634,704 5,463,764 4,591,351 4,488,885 Public Works 8,396,348 7,257,706 8,512,549 9,348,645 9,575,300 Library Services 1,302,332 1,205,559 1,207,017 1,186,313 1,118,522 Contributions 1,652,220 1,568,126 1,623,437 1,467,695 1,380,580 Other - - - - - Capital Improvement Projects 3,451,129 1,932,363 1,557,074 289,042 319,406 Total Expenditures 81,696,727$ 87,680,867$ 85,856,082$ 87,077,758$ 82,128,812$ Other Financing Sources (Uses): Sale of General Fixed Assets 2,471,525$ -$ -$ -$ -$ Operating Transfers In 29,433,354 23,628,416 22,015,275 19,427,607 19,245,943 Operating Transfers Out (9,181,253) (7,462,207) (3,234,568) (1,960,180) (3,031,702) Total Other Financing Sources (Uses) 22,723,626$ 16,166,209$ 18,780,707$ 17,467,427$ 16,214,241$ Net Change in Fund Balance 28,153,213$ 14,095,339$ 7,381,495$ 1,569,998$ 1,569,784$ Fund Balance, Beginning of Year 48,320,092 35,742,062 28,360,567 26,790,569 22,514,523 Prior Period Adjustment - (1,517,309) - - 2,706,262 Fund Balance, End of Year 76,473,305$ 48,320,092$ 35,742,062$ 28,360,567$ 26,790,569$ Fiscal Year Ended September 30, * Note: FYE 2022 Reduction due to ARPA Funding for government services. 35 TABLE 13 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, Texas, Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Obligations. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In May 1990, the voters of the City approved the imposition of an additional sales and use tax of one-half of one percent (½ of 1%) for property tax reduction. The total sales tax rate for the City is 1.5%. Fiscal Year % of Equivalent of Ended Total Ad Valorem Ad Valorem Per 9/30 Collected (1)Tax Levy Tax Rate Capita (2) 2019 29,955,649$ 63.76% 0.32$ 247$ 2020 29,478,931 56.67% 0.30 240 2021 34,003,428 64.77% 0.35 273 2022 38,235,078 70.23% 0.38 306 2023 17,669,353 (3)29.18% 0.15 140 (1) Provided by the City. (2) Based on population estimates provided by the City. (3) Collections as of February 28, 2023. The sales tax breakdown for the City is as follows: FINANCIAL POLICIES Basis of Accounting . . .The accounts of the City are organized and operated on the basis of funds and account groups. A fund is an independent fiscal and accounting entity with a self-balancing set of accounts. Fund accounting segregates funds according to their intended purpose and is used to aid management in demonstrating compliance with finance-related legal and contractual provisions. The minimum number of funds is maintained consistent with legal and managerial requirements. Account groups are a reporting device to account for certain assets and liabilities of the governmental funds not recorded directly in those funds. Government funds are used to account for the City’s general government activities. Governmental fund types use the flow of current financial resources measurement focus and the modified accrual basis of accounting. General Fund . . . The General Fund is the City’s primary operating fund. It is used to account for all activities typically considered governmental functions of the City. These include Public Safety, Public Works, Parks and Recreation, Economic and Planning and Development Services, the support functions for these areas, and the administrative functions for the City. The General Fund for the 2022-2023 fiscal year is influenced by current policies and any approved policy changes. The policies include inter-fund equity; maintaining a balance between revenues and expenditures; and maintaining the level of service currently provided as the City experiences residential and commercial growth. The City’s financial policies are for a General Fund balance of 18% of budgeted appropriations at year end. To the extent that the General Fund balance exceeds this amount, this surplus is to be expended in future years for one time expenditures such as capital items and short term projects. Debt Service Fund . . .The Debt Service Fund accounts for the servicing of general long-term debt not being financed by proprietary or nonexpendable trust funds. It is the City’s policy to maintain at least 8 1/3% of annual appropriated expenditures for debt service and any associated fees as the Debt Service Fund balance at fiscal yearend. The City is in compliance with that policy. Budgetary Procedures . . .Prior to September 1, the City Manager submits to the City Council a proposed operating budget for the fiscal year commencing the following October 1. The operating budget includes proposed expenditures and the means of financing them. All budget requests are compiled by the Finance Department and presented with comparative and supporting data to the Mayor and City Council for review. Public hearings are properly advertised and conducted at City Hall for taxpayer comments. Prior to September 27, the budget is legally enacted through passage of an ordinance. The City Council must approve all transfers of budgeted amounts between departments within any fund and any revision that alters the total expenditure of any fund. An amount is also budgeted each year for contingencies which may arise. Brazos County Sales & Use Tax 1/2 % Property Tax Reduction 1/2 % City Sales & Use Tax 1 % State Sales & Use Tax 6 1/4 % Total 8 1/4 % 36 THE COMBINED UTILITY SYSTEM WATERWORKS SYSTEM Since December 1981, the City has had the capability to produce and deliver 100% of its water. The system has been expanded to include ten wells, with a firm capacity of 34 million gallons per day. The water is delivered to the distribution system by 19 miles of large diameter parallel pipelines and two pumping stations. Two of the wells mentioned above are shallow wells, less than 1,500 feet deep, drilled into the Carrizo and Sparta aquifers. The remaining eight are deep wells, approximately 3,000 feet, drilled in the Simsboro Sand formation of the Carrizo-Wilcox aquifer. This is a very prolific aquifer of high quality water that has the capacity to provide an adequate water supply for the City and surrounding communities through the year 2060, and well beyond, if managed properly. The Simsboro Sand, and all local aquifers, are regulated by the Brazos Valley Groundwater Conservation District, and permitting requirements have been implemented for all new water wells. College Station has recently completed the construction of another Simsboro well, Well #9 that will meet the City’s demands for water for many years into the future. Well #10 remains in the planning stages, and would be constructed in future years, depending upon the rate of growth of water demands. College Station is also investigating other water supply strategies for the future. The City has completed a Water Reclamation project, which pumps effluent from the wastewater treatment plant to Veteran’s Park for irrigation of playing fields, reducing the demand on the potable water system by approximately 350,000 gallons per day during the watering season. The City also has stand by generators at strategic locations sufficient to provide adequate potable water for health and safety during an extended area-wide electrical power outage. Water rates are established by ordinance, passed and approved by the City Council. The following rates became effective October 1, 2019. The Residential rates are inclined block rates to encourage water conservation. Type of Customer Usage Charge (per 1,000 gallons) Service Charge Meter Size Residential, Commercial and Industrial 12.40 per mo. 3/4” 15.60 per mo. 1” 23.20 per mo. 1 1/2” 36.65 per mo. 2” 115.60 per mo. 3” 171.75 per mo. 4” 209.10 per mo. 6” 209.10 per mo. 8” Residential $2.75 for usage from 0-10,000 gallons $3.60 for usage from 11,000-15,000 gallons $4.40 for usage from 16,000-20,000 gallons $5.20 for usage from 21,000-25,000 gallons $6.05 for usage from 26,000 gallons and more Commercial $3.05 per 1,000 gallons Commercial Irrigation Usage Charge Commercial Irrigation Multifamily 3+ units MUD #1 Residential and Commercial $3.25 per 1,000 gallons Rates as above with an added 50% surcharge (Remainder of page intentionally left blank) 37 WASTEWATER SYSTEM The City’s wastewater is treated by three City-owned wastewater treatment plants, Carter Creek Treatment Plant, Lick Creek Treatment Plant, and Carter Lake Treatment Plant located within the City limits. The three plants have a combined treatment capacity of 11.5 mgd. An expansion of the Lick Creek Treatment plant is currently underway and will increase the city’s combined treatment capacity to 14.5 mgd. Sewer rates were established by ordinance, passed and approved by the City Council, and became effective on October 1, 2018 Residential (metered water) .......................................................... $21.29 including 4,000 gallons of metered water Usage Charge ................................................................................ $4.26 per 1,000 gallons of additional metered water $46.87 maximum per month Residential (without meter to each unit)....................................... $27.09 per unit per month Commercial and Industrial ........................................................... $18.27 per month Usage Charge ................................................................................ $5.07 per 1,000 gallons of metered water usage There are 3,363 customers (units) who receive their water from other water providers, but sewer is provided by the City of College Station. Those customers pay an initial usage charge of $46.87 per month. After six months of documented water usage, rates can be adjusted downward on a tiered scale. ELECTRIC SUPPLY SOURCE The City has multiple Power Purchase Agreements (PPAs) in order to meet its load requirements. The PPAs are currently with AEP Energy Partners (AEPEP) and Garland Power and Light (GP&L). With AEPEP, the City has a fixed block, around the clock (ATC) PPA that expires in 2027. The City also has a PPA with AEPEP for wind power that expires in 2028. The City has a load following PPA with GP&L that expires in 2027. While the PPAs with AEPEP are considered base load power, the load following PPA with GP&L covers the load above the base power provided by AEPEP's PPAs. GP&L is also the City’s Qualified Scheduling Entity (QSE). GP&L's QSE schedules and settles all the contract resources owned by the City. Other wholesale/power supply costs include Congestion costs, Ancillary Services and Transmission Cost of Service (TCOS). Since the City owns transmission assets, it not only pays but also receives TCOS payments based on TCOS rates approved by the Public Utility Commission of Texas. The City owns 20 miles of 138kV transmission lines, eight substations, and 510 miles of distribution lines. ERCOT serves as the RTO/ISO for the area. The current electric rates were established by ordinance passed and approved by the City Council and became effective on January 26, 2023. The electric rates are subject to a transmission delivery adjustment (TDA) charge which requires that the net energy charge per kilowatt hour must be increased or decreased by an amount per kilowatt hour equal to additional transmission charges above those accounted for in the wholesale rate. The TDA is currently set at $0.0166 per kilowatt hour of energy consumed. In January 2009, College Station Utilities began offering residential electric customers renewable wind energy. In February 2010, the renewable wind energy program was expanded to include commercial customers. Wind energy is generated from the South Trent Mesa Wind Project located west of Abilene, Texas. Single Family Residential.......................... Service Charge.............................................. $7.00 per month plus: kWh......................... ……………………… $0.1187 per kWh Tax................................................................ 1.50% Transmission Delivery Adjustment (TDA). $0.0166 per kWh Master Metered Multiple Dwelling Units. Service Charge.............................................. $100.00 per month per master meter plus: kWh........................................................... $0.1187 per kWh Tax................................................................ 1.50% TDA.............................................................. $0.0166 per kWh Small Commercial (1-10 KW demand).. Service Charge.............................................. $9.00 per month plus: First 1,000 kWh............................................. $0.1379 per kWh Over 1,000 kWh............................................ $0.1032 per kWh Tax................................................................ 8.25% TDA.............................................................. $0.0166 per kWh 38 Medium Commercial (15-300 KW)......... Service Charge.............................................. $25.00 per month plus: Demand Charge (Per KW)............................ $11.44 per KW Energy Charge All kWh................................ $0.0703 per KW Minimum Monthly Charge............................ $199.10 Tax................................................................ 8.25% TDA.............................................................. $0.0166 per kWh Large Commercial (300 – 1,500 KW)...... Service Charge.............................................. $75.00 per month plus: Demand Charge (Per KW)............................ $11.44 per KW Energy Charge All kWh................................ $0.0674 per KW Minimum Monthly Charge............................ $3,514.50 Tax................................................................ 8.25% TDA.............................................................. $0.0166 per kWh Industrial (1,500 KW and over)................ Service Charge.............................................. $250.00 per month plus: Demand Charge (Per KW)............................ $10.84 Energy Charge (first 500,000 kWh).............. $0.0651 per KW Minimum Monthly $16,538.34 Tax................................................................ 8.25% TDA.............................................................. $0.0166 per kWh WIND WATT RATES Wind rates were established by Ordinance #2012-3397 on February 23, 2012, passed and approved by the City Council, and became effective on March 1, 2012. Participation Level: Residential & Commercial adder: 10%........................... $0.0005 per kWh 50%................................................................... $0.0027 per kWh 100%................................................................. $0.0055 per kWh TABLE 14 - HISTORICAL UTILITY USERS (UNITS SERVED) 2022 2021 2020 2019 2018 Water Avg. Monthly Consumption (MGW) 463,182 381,256 361,040 369,689 383,830 Wastewater Avg. Daily Treatment (000's gal.) 8,389 9,430 7,500 8,239 7,468 Electric Avg. Monthly Consumption (KWH) 77,554,460 71,670,181 70,516,104 70,995,416 72,239,944 Fiscal Year Ended September 30, TABLE 15 - TEN LARGEST UTILITY CUSTOMERS Total Percent FY 2022 KWH of KWH Utility Customer Type of Business Consumption Consumed Scott & White Clinc/Hospital/Pharmacy 19,143,080 2.05% City of College Station Municipality 15,527,486 1.67% Biotechnologies Texas LLC Medical 14,169,560 1.52% HEB Grocery Retail 12,709,360 1.36% CSISD Schools 11,323,960 1.21% CHI St Joseph Health Hospital 7,856,920 0.84% Dealer Computer Services Inc Retail 4,225,600 0.45% Adam Development Bank/Office Space 4,131,300 0.44% Cambridge 1 Holdings Apartment Complex 4,114,500 0.44% Sterling A&M High Rise LLC Apartment Complex 4,077,920 0.44% 97,279,686 10.42% 39 TABLE 16 - CONDENSED STATEMENT OF OPERATIONS 2022 2021 2020 2019 2018 Revenues: Electric 111,860,621 $ 102,794,575 $ 100,369,952 $ 102,443,382 $ 102,511,712 $ Water and Wastewater 43,115,216 37,512,695 37,628,189 34,313,203 33,602,131 Interest 621,501 216,542 1,322,832 2,654,945 1,262,551 Other 4,520,337 4,508,068 4,400,186 3,558,330 2,520,335 Total Revenues 160,117,675 $ 145,031,880 $ 143,721,159 $ 142,969,860 $ 139,896,729 $ Expenses: Total Expenses 103,835,235 $ 133,786,264 $ (1)80,521,607 $ 81,725,180 $ 77,828,073 $ Net Available for Debt Service 56,282,440 $ 11,245,616 $ 63,199,552 $ 61,244,680 $ 62,068,656 $ Water Average Montly Consumption (MGW) 463,182 381,256 361,040 369,689 383,830 Wastewater Average Daily Treatment (000's gal.) 8,389 9,430 7,500 8,239 7,468 Electric Average Monthly Consumption (KWH) 77,554,460 71,670,181 70,516,104 70,995,416 72,239,944 For Fiscal Year Ended September 30, (1) The increase in expenses relative to prior years was due predominantly for the costs associated with providing electricity during winter storm Uri in February, 2021. TABLE 17 – VALUE OF THE SYSTEM 2022 2021 2020 2019 2018 Utility Systems 705,850,379$ 685,380,672$ 656,481,245$ 617,910,408$ 579,717,873$ Construction in Progress 86,404,259 74,758,797 60,688,724 45,129,947 46,447,061 792,254,638$ 760,139,469$ 717,169,969$ 663,040,355$ 626,164,934$ Less: Accumulated Depreciation 317,298,514 301,465,663 282,503,564 263,680,722 246,243,993 Net System Value 474,956,124$ 458,673,806$ 434,666,405$ 399,359,633$ 379,920,941$ Fiscal Year Ended September 30, TABLE 18 – CITY’S EQUITY IN THE SYSTEM Resources 2022 2021 2020 2019 2018 Net System Value 474,956,124$ 458,673,806$ 434,666,405$ 399,359,633$ 379,920,941$ Current Assets 113,368,992 92,857,877 137,070,915 116,643,763 102,382,543 Restricted Assets 37,429,167 33,795,202 17,826,724 36,743,001 11,296,693 Deferred Charges 2,913,573 3,111,022 3,460,814 6,485,373 3,506,226 Total 628,667,856$ 588,437,907$ 593,024,858$ 559,231,770$ 497,106,403$ Obligations Current Liabilities 15,509,615$ 14,547,777$ 16,876,003$ 14,711,183$ 12,467,547$ Current Liabilities Payable from Restricted Assets 22,408,786 20,860,751 19,656,598 18,432,091 15,872,611 General Obligation Debt 38,822,501 46,376,401 44,570,802 45,850,605 52,738,157 Certificates of Obligation 175,444,978 152,211,425 133,490,618 126,583,979 91,642,717 Other Debt(1)6,369,843 8,558,478 8,633,818 10,773,356 8,016,706 Total Liabilities 258,555,723$ 242,554,832$ 223,227,839$ 216,351,214$ 180,737,738$ City's Equity in System 370,112,133$ 345,883,075$ 369,797,019$ 342,880,556$ 316,368,665$ Percentage of Equity in System 58.87% 58.78% 62.36% 61.31% 63.64% Fiscal Year Ended September 30, (1) Includes OPEB Net Pension Obligations. TABLE 19 – UTILITY REVENUE BOND AND SYSTEM SUPPORTED GENERAL OBLIGATION DEBT SERVICE 40 Original Outstanding Principal Principal Amount as of 9/30/2022 2013 (2)10,230,000 6,560,000 2013 (1)(3)20,760,000 1,740,000 2014 (2)34,005,000 16,460,000 2014 (1)(3)35,865,000 4,465,000 2016 (2)25,720,000 5,315,000 2016 (1)(3)40,890,000 11,910,000 2017 (2)57,725,000 10,140,000 2017 (1)(3)29,800,000 8,270,000 2018 (2)37,380,000 16,635,000 2019 (2)74,510,000 33,975,000 2020 (2)21,055,000 17,920,000 2020 (1)15,355,000 4,900,000 2020A (1)16,930,000 11,091,414 2021 (2)55,395,000 31,850,000 2022 (2)69,500,000 19,350,000 545,120,000 $ 200,581,414 $ Series (1) Represents refunding bonds. (2) Certificates of Obligation supported in whole or in part by Utility System revenues. (3) General Obligation Bonds supported in part by the Utility System revenues. INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both state law and the City’s investment policies are subject to change. LEGAL INVESTMENTS Authorized investments are summarized as follows: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, including the Federal Home Loan Banks; (2) direct obligations of the State or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than “A” or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) interest-bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor, or the National Credit Union Share Insurance Fund or its successor; (8) interest-bearing banking deposits other than those described by clause (7) if (A) the funds invested in the banking deposits are invested through: (i) a broker with a main office or branch office in this State that the City selects from a list the City Council or a designated investment committee of the City adopts as required by Section 2256.025, Texas Government Code; or (ii) a depository institution with a main office or branch office in the State that the City selects; (B) the broker or depository institution selected as described by (A) above arranges for the deposit of the funds in the banking deposits in one or more federally insured depository institutions, regardless of where located, for the City’s account; (C) the full amount of the principal and accrued interest of the banking deposits is insured by the United States or an instrumentality of the United States; and (D) the City appoints as the City’s custodian of the banking deposits issued for the City’s account: (i) the depository institution selected as described by (A) above; (ii) an entity described by Section 2257.041(d), Texas Government Code; or (iii) a clearing broker dealer registered with the SEC and operating under SEC Rule 15c3-3; (9) (i) certificates of deposit or share certificates meeting the requirements of Chapter 2256, Texas Government Code (the “Public Funds Investment Act”), that are issued by an institution that has its main office or a branch office in the State and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or their respective successors, and are secured as to principal by obligations described in clauses (1) through (8) or in any other manner and provided for by law for City deposits, or (ii) certificates of deposits where (a) the funds are invested by the City through (A) a broker that has its main office or a branch office in the State and is selected from a list adopted by the City as required by law, or (B) a depository institution that has its main office or branch office in the State that is selected by the City, (b) the broker or the depository institution selected by the City arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the City, (c) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States, and (d) the City appoints the depository institution selected under (a) above, a 41 custodian as described by Section 2257.041(d), Texas Government Code, or a clearing brokerdealer registered with the SEC and operating pursuant to SEC Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the City with respect to the certificates of deposit; (10) fully collateralized repurchase agreements as defined in the Public Funds Investment Act, that have a defined termination date, are secured by a combination of cash and obligations described in clauses (1) or (13) in this paragraph , require the securities being purchased by the City or cash held by the City to be pledged to the City, held in the City’s name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City, and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State; (11) securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (8) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than “A” or its equivalent or (c) cash invested in obligations described in clauses (1) through (8) above, clauses (13) through (15) below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City’s name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less; (12) certain bankers’ acceptances with stated maturity of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated not less than “A-1” or “P-1” or the equivalent by at least one nationally recognized credit rating agency; (13) commercial paper with a stated maturity of 365 days or less that is rated not less than “A-1” or “P-1” or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a United States or state bank; (14) no-load money market mutual funds registered with and regulated by the SEC that provide the City with a prospectus and other information required by the Securities Exchange Act of 1934 or the Investment Company Act of 1940 and that comply with federal SEC Rule 2a-7 (17 C.F.R. Section 270.2a- 7), promulgated under the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); and (15) no-load mutual funds registered with the SEC that have an average weighted maturity of less than two years, and have either (a) a duration of one year or more and invest exclusively in obligations described in under this heading, or (b) a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset-backed securities. In addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities, other than the prohibited obligations described below, in an amount at least equal to the amount of bond proceeds invested under such contract. A political subdivision such as the City may enter into securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (8) above, other than the prohibited obligations described below, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (8) above, clauses (13) through (15) above, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City’s name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service, if the City Council authorizes such investment in the particular pool by order, ordinance, or resolution and the investment pool complies with the requirements of Section 2256.016, Texas Government Code. The City may also contract with an investment management firm registered (x) under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.), or (y) with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by ordinance, order or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. INVESTMENT POLICIES Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar- weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the PFIA. All City funds must be invested consistent with a formally adopted “Investment Strategy Statement” that specifically addresses each funds’ investment. Each Investment Strategy Statement will describe its objectives concerning (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. 42 Under Texas law, City investments must be made “with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” At least quarterly the investment officers of the City will submit an investment report detailing (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value and ending market value for each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. ADDITIONAL PROVISIONS Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) require any investment officers’ with personal business relationships or relatives with firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (3) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (5) provide specific investment training for the Finance Director, Treasurer, Assistant City Manager and investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict the investment in non-money market mutual funds of any portion of bond proceeds, reserves and funds held for debt service and to no more than 15% of the entity’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (8) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements and (9) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. Under Texas law, the City may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance or resolution. The City has not contracted with, and has no present intention of contracting with, any such investment management firm or the State Securities Board to provide such services. CITY’S INVESTMENT POLICY The Assistant City Manager or his designee will promptly cause all City funds to be deposited with the bank depository and invested in accordance with the provisions of the current Bank Depository Agreement or in any negotiable instrument that the City Council has authorized under the provisions of the PFIA, as amended, and in accordance with the City Council approved Investment Policies. At the end of each fiscal year, a report on investment performance will be provided to the City Council. In conjunction with the quarterly financial report, the Assistant City Manager or his designee will prepare and provide a written recapitulation of the City’s investment portfolio to the Council, detailing each City investment instrument with its rate of return and maturity date. The City's adopted investment policy permits the City to invest its funds and funds under its control in all of the enumerated investments authorized by the PFIA. TABLE 20 - CURRENT INVESTMENTS As of February 28, 2023, the City’s investable funds were invested in the following categories: Book Market Investment Type Value Value Cash 5,000,000 $ 5,000,000 $ Local Government Investment Pool 27,757,451 27,757,451 Money Market Mutual Fund 335,584,828 335,584,828 Invesments - Agencies 50,000,000 48,986,450 418,342,279$ 417,328,729$ 43 TAX MATTERS OPINION . . . On the date of initial delivery of the Obligations, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel, will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof (“Existing Law”), (1) interest on the Obligations for federal income tax purposes will be excludable from the “gross income” of the holders thereof and (2) the Obligations will not be treated as “specified private activity bonds” the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the “Code”). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations. See APPENDIX C - Forms of Opinions of Bond Counsel. In rendering its opinion, Bond Counsel will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate, and (b) covenants of the City contained in the Ordinances authorizing the Obligations relating to certain matters, including arbitrage and the use of the proceeds of the Obligations and the property financed or refinanced therewith. Failure of the City to comply with these representations or covenants could cause the interest on the Obligations, as the case may be, to become includable in gross income retroactively to their date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Obligations in order for interest on the Obligations to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Obligations to be included in gross income retroactively to the date of issuance of the Obligations. The opinions of Bond Counsel are rendered in reliance upon the compliance by the City with such requirements, and Bond Counsel has not been retained to monitor compliance with these requirements subsequent to the issuance of the Obligations. Bond Counsel's opinions are not a guarantee of a result, but represent its legal judgment based upon its review of Existing Law and reliance on the aforementioned information, representations and covenants. Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Obligations. A ruling was not sought from the Internal Revenue Service by the Issuer with respect to the Obligations or the property financed or refinanced with proceeds of the Obligations. No assurances can be given as to whether the Internal Revenue Service will commence an audit of the Obligations, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an Internal Revenue Service audit is commenced, under current procedures the Internal Revenue Service is likely to treat the Issuer as the taxpayer and the Obligations holders may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT . . . The initial public offering price to be paid for one or more maturities of the Obligations may be less than the principal amount thereof or one or more periods for the payment of interest on the Obligations may not be equal to the accrual period or be in excess of one year (the “Original Issue Discount Obligations”). In such event, the difference between (i) the “stated redemption price at maturity” of each Original Issue Discount Obligation, and (ii) the initial offering price to the public of such Original Issue Discount Obligation would constitute original issue discount. The “stated redemption price at maturity” means the sum of all payments to be made on the Obligations less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under Existing Law, any owner who has purchased such Original Issue Discount Obligation in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Obligation equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Obligation prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Obligation in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Obligation was held by such initial owner) is includable in gross income. Under Existing Law, the original issue discount on each Original Issue Discount Obligation is accrued daily to the stated maturity thereof (in amounts calculated as described below for each accrual period within each accrual period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Obligation for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Obligation. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Obligations which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Obligations should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Obligations and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Obligations. 44 COLLATERAL FEDERAL INCOME TAX CONSEQUENCES . . . The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Obligations. This discussion is based on Existing Law, which is subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium credit and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE OBLIGATIONS. Interest on the Obligations may be includable in certain corporation’s “adjusted financial statement income” determined under section 56A of the Code to calculate the alternative minimum tax imposed by section 55 of the Code. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Obligations, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Obligations, if such obligation was acquired at a “market discount” and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to “market discount bonds” to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A “market discount bond” is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the “revised issue price” (i.e., the issue price plus accrued original issue discount). The “accrued market discount” is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES . . . Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Obligations under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. INFORMATION REPORTING AND BACKUP WITHHOLDING . . . Subject to certain exceptions, information reports describing interest income, including original issue discount, with respect to the Obligations will be sent to each registered holder and to the IRS. Payments of interest and principal may be subject to backup withholding under section 3406 of the Code if a recipient of the payments fails to furnish to the payor such owner’s social security number or other taxpayer identification number (“TIN”), furnishes an incorrect TIN, or otherwise fails to establish an exemption from the backup withholding tax. Any amounts so withheld would be allowed as a credit against the recipient’s federal income tax. Special rules apply to partnerships, estates and trusts, and in certain circumstances, and in respect of Non-U.S. Holders, certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. FUTURE AND PROPOSED LEGISLATION . . . Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the federal or state level, may adversely affect the tax-exempt status of interest on the Obligations under federal or state law, and could affect the market price or marketability of the Obligations. Any of the foregoing could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any of the foregoing becoming effective cannot be predicted. Prospective purchasers of the Obligations should consult their own tax advisors regarding the foregoing matters. (Remainder of page intentionally left blank) 45 CONTINUING DISCLOSURE OF INFORMATION In the Ordinances, the City has made the following agreement for the benefit of the holders and beneficial owners of Obligations. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Obligations. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (the “MSRB”). This information will be publicly available at no cost on the Electronic Municipal Market Access of the MSRB, with the web address www.emma.msrb.org (“EMMA”). The agreement specifies that all documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. ANNUAL REPORTS . . . The City will provide certain updated financial information and operating data to the MSRB on an annual basis in an electronic format that is prescribed by the MSRB and available via the Electronic Municipal Market Access System ("EMMA") at www.emma.msrb.org. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 6; 8 through 20 and in Appendix B. The City will update and provide the information in Tables 1 through 6 and 8 through 20 within six months after the end of each fiscal year ending in and after 2023. The City will additionally provide audited financial statements when and if available, and in any event, within 12 months after the end of each fiscal year ending in or after 2023. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City will file unaudited financial statements within such 12 month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB’s Internet Web site identified below or filed with the United States Securities and Exchange Commission (the "SEC"), as permitted by SEC Rule 15c2-12 (the "Rule"). The City’s current fiscal year end is September 30. Accordingly, the City must provide updated information included in Tables 1 through 6 and 8 through 20 by the last day of March in each year, and audited financial statements for the preceding fiscal year (or unaudited financial statements if the audited financial statements are not yet available) as described above. If the City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data as set forth above. EVENT NOTICES . . . The City will also provide timely notices of certain events to the MSRB. The City will 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 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 Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of holders of the Obligations, if material; (8) Obligation calls, 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, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; and (15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under “Annual Reports.” Neither the Obligations nor the Ordinances provides for debt service reserves, liquidity enhancement, or credit enhancement. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under “Annual Reports.” For the events listed in clause (15) and (16) above, the term “financial obligation” means a: (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of either (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. For these purposes, any event described in clause (12) 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. The City will provide each notice described in the previous paragraph to the MSRB through EMMA, in accordance with the Rule. 46 LIMITATIONS AND AMENDMENTS . . . The City has agreed to update information and to provide notices of specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement 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, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Obligations in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Obligations consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Obligations. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under “Annual Reports” an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. COMPLIANCE WITH PRIOR UNDERTAKINGS . . . During the last five years, the City has not failed to comply in any material respect with any material provisions of the continuing disclosure agreements made by the City in accordance with Rule 15c2-12. OTHER INFORMATION RATINGS The presently outstanding tax supported debt of the City are rated “Aa1” by Moody's and “AA+” by S&P, without regard to credit enhancement. Applications have been made to Moody’s and S&P for contract ratings on the Obligations. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Obligations. LITIGATION The City is a party to legal proceedings, many of which occur in the normal course of operations. It is not possible at the present time to estimate ultimate outcome or liability, if any, of the city with respect to the various proceedings. The City’s management believes that the ultimate outcome of the various lawsuits will not have a material adverse effect on the City’s financial position. REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE The sale of the Obligations has not been registered under the federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Obligations have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Obligations been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Obligations under the securities laws of any jurisdiction in which the Obligations may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Obligations must not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Obligations are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in the Obligations by municipalities or other political subdivisions or public agencies of the State of Texas, the PFIA requires that the Obligations be assigned a rating of at least “A” or its equivalent as to investment quality by a national rating agency. See “OTHER INFORMATION - Ratings” herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Obligations are legal investments for state banks, savings banks, trust companies with at capital of one million dollars or more, and savings and loan associations. The Obligations are eligible to secure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. The City has made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Obligations for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Obligations for such purposes. No review by the City has been made of the laws in other states to determine whether the Obligations are legal investments for various institutions in those states. 47 LEGAL MATTERS The City will furnish to the Initial Purchaser a complete transcript of proceedings had incident to the authorization and issuance of the Obligations, including the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Obligations and to the effect that the Obligations are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinions of Bond Counsel. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Obligations or which would affect the provision made for their payment or security, or in any manner questioning the validity of the Obligations will also be furnished. In its capacity as Bond Counsel, such firm has reviewed the information describing the Obligations in the Notices of Sale and Bidding Instructions, the Official Bid Forms and this Official Statement to verify that such information conforms to the provisions of the Ordinances. In connection with the transactions described in the Official Statement, Bond Counsel represents only the City. The City expects to pay the legal fees of Bond Counsel for services rendered in connection with the issuance of the Obligations from proceeds of the Obligations. The legal opinion will accompany the Obligations deposited with DTC or will be printed on the Obligations in the event of the discontinuance of the Book-Entry-Only System. The various legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise from the transaction. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are made subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR Hilltop Securities Inc. is employed as Financial Advisor to the City in connection with the issuance of the Obligations. The Financial Advisor's fee for services rendered with respect to the sale of the Obligations is contingent upon the issuance and delivery of the Obligations. Hilltop Securities Inc., in its capacity as Financial Advisor, has relied on the opinions of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Obligations, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. FORWARD-LOOKING STATEMENTS The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. INITIAL PURCHASER After requesting competitive bids for the Bonds, the City accepted the bid of ____________________ (the “Initial Purchaser of the Bonds”) to purchase the Bonds at the interest rates shown on page 2 of this Official Statement at a price of __________________. The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser of the Bonds. The initial yields shown on page 2 of this Official Statement will be established by and are the sole responsibility of the Initial Purchaser of the Bonds and may subsequently be changed at the sole discretion of the Initial Purchaser of the Bonds. The City has no control over the determination of the initial yields and has no control over the prices at which the Bonds are sold in the secondary market. 48 After requesting competitive bids for the Certificates, the City accepted the bid of ____________________ (the “Initial Purchaser of the Certificates” and, together with the Initial Purchaser of the Bonds, the “Initial Purchaser”) to purchase the Certificates at the interest rates shown on page 4 of this Official Statement at a price of __________________. The Initial Purchaser of the Certificates can give no assurance that any trading market will be developed for the Certificates after their sale by the City to the Initial Purchaser of the Certificates. The initial yields shown on page 4 of this Official Statement will be established by and are the sole responsibility of the Initial Purchaser of the Certificates and may subsequently be changed at the sole discretion of the Initial Purchaser of the Certificates. The City has no control over the determination of the initial yields and has no control over the prices at which the Certificates are sold in the secondary market. CERTIFICATION OF THE OFFICIAL STATEMENT AND NO-LITIGATION CERTIFICATE At the time of payment for and delivery of the Obligations, the Initial Purchaser will be furnished a certificate, executed by a proper City official, acting in such person’s official capacity, to the effect that to the best of such person’s knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in its Official Statement and any addenda, supplement or amendment thereto, for its Obligations on the date of such Official Statement, on the date of purchase of said Obligations, and on the date of delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of, or pertaining to, entities other than the City and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and that the City has no reason to believe that they are untrue in any material respect; (d) there has been no material adverse change in the financial condition of the City since September 30, 2022, the date of the last audited financial statements of the City and (e) no litigation of any nature has been filed or is pending, as of the date of delivery of the Obligations, of which the City has notice to restrain or enjoin the issuance, execution or delivery of the Obligations, in any manner questioning the authority or proceedings for the issuance, execution, or delivery of the Obligations; or which would affect the provisions made for their payment or security, or in any manner question the validity of the Obligations. MISCELLANEOUS The financial data and other information contained herein have been obtained from the City's records, audited financial statements and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are made subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. The Ordinances will also approve the form and content of this Official Statement, and any addenda, supplement or amendment hereto, and authorize its further use in the reoffering of the Obligations by the Initial Purchaser. Mayor City of College Station, Texas ATTEST: City Secretary City of College Station, Texas APPENDIX A GENERAL INFORMATION REGARDING THE CITY A - 1 THE CITY The City, located in Brazos County, is situated in the middle of a triangle bounded by Dallas/Fort Worth, Houston, and San Antonio/Austin. Approximately 80% of the Texas population is located within a 200 mile radius of the City. In addition to being a residential community for faculty, students and other personnel of Texas A&M University, the City also serves as a regional manufacturing, retail and health care hub. The City was incorporated in 1938 and has a Council-City Manager form of government with City employees totaling 1,044.75 currently. The City adopted and enforces comprehensive zoning and building restrictions aimed at assuring orderly growth and development. The City’s ordinances require all subdividers, at their own expense and without provision for refund, to install streets and water and wastewater lines in any planned subdivision. These facilities are constructed under the City’s specifications and inspection and when completed are deeded to the City free and clear. All areas within the City are now adequately served with water, wastewater and electric service. Proximity to three of the nation’s largest cities, college-town cultural amenities, relatively low cost of living, varied housing options, warm climate and low crime rate have resulted in significant population growth over the last decade. CITY OWNED FACILITIES The City maintains approximately 598 linear miles of streets within city limits, 99% of which are hard surface. The City has a complete water distribution, wastewater collection and treatment system with 872 miles of wastewater and water lines. The City owns the electrical distribution system with approximately 539 miles of distribution lines and 20 miles of 138kv transmission lines. The City has a fully equipped police department with 226 budgeted personnel positions. The department has 71 police patrol vehicles. The fire department consists of 174 budgeted personnel positions. There are six stations and a total of 8 engines, 7 ambulances, 2 command vehicles, 1 rescue truck, 2 ladder trucks, 1 tanker truck, and 1 grass fire truck. EDUCATIONAL FACILITIES The College Station Independent School District (the “School District”) is a fully accredited system offering 19 educational campuses for pre-kindergarten through high school. The School District has a student enrollment in excess of 13,500 and employs close to 2,000 people. On November 3, 2021 the voters passed a 3 of 4 bond proposition for the School District that includes campus renovations and equipment/infrastructure updating. College Station is home to Texas A&M University which provides higher education, offering both four year college programs and graduate degree programs to approximately 74,000 enrolled students. HEALTH CARE CHI St. Joseph Health College Station Hospital, is a 200,000 square foot community healthcare provider located on 25 acres within the city limits of College Station. The hospital is a 167-bed facility and is a licensed Level III Trauma unit. CHI St. Joseph Health College Station is the only hospital in the Brazos Valley Region to receive national certification in joint replacement from the Joint Commission. They are also an accredited Chest Pain Center, a certified Primary Stroke Center and the region’s first accredited Sleep Center. The over 650 healthcare professionals work every day at a place of healing, caring and connection for patients and families in the community Baylor Scott & White Medical Center – College Station is a 403,000 square foot, five story, 143-bed hospital located on a 98 acre campus near the intersection of Texas Highway 6 and Rock Prairie Road within the City of College Station. Baylor Scott & White Medical Center – College Station is a nationally accredited Chest pain Center as well as a Level III Trauma Center. Scott & White Clinic – Rock Prairie, a four-story medical office building, is also located on the campus adjacent to the hospital. Baylor Scott and White Medical Center - College Station houses an emergency department, cardiac services including cath labs, neonatal intensive care unit, comprehensive cancer services, operating rooms, maternity services suites, endoscopic procedure suites, intra operative robotics and other specialty services, all supported by a pharmacy, comprehensive state-of-the-art imaging technology and other diagnostic capabilities. Other area health care providers include: St. Joseph Regional Health Care Center, Baylor Scott and White Clinic, and The Physicians Centre. A - 2 MEDICAL DISTRICT The College Station Medical District Master Plan establishes guiding principles for the development of approximately 1,700 acres in south College Station to accommodate medical facilities, walkable village centers, commercial space, and a variety of residential unit types, all in close proximity to parks, open space, and trails. To ensure the long-term success of the District, the City has created a Tax Increment Reinvestment Zones to help fund the necessary infrastructure. The City activated a Municipal Management District along the relatively undeveloped east side of State Highway 6 to be used as a tool for development of these areas as well. TRANSPORTATION U.S. Highway 190/State Highway 21 links the City to Interstate 45 which is located approximately 35 miles to the east. State Highway 21 via U.S. Highway 290 also links the City to Austin, located approximately 110 miles to the west. State Highway 6 links the City to Waco (100 miles) and Interstate 35 to the north and Houston (90 miles) to the south. Also, State Highway 30 links the City to Huntsville (45 miles) and Interstate 45 to the east. Airlines Commercial, corporate and private airport facilities are provided by Easterwood Airport, which is located on the City’s west side and is owned and operated by Texas A&M University. American Eagle Airlines provides daily flights to and from Dallas-Fort Worth Airport out of Easterwood. This airport recently completed a $15 million renovation to the terminal. Coulter Field is located north of the City of Bryan and provides a 4,000 foot lighted runway. Coulter Field offers all types of services for the private aircraft. Bus Lines Two bus lines serve the City with daily service connecting the City with Houston and Dallas. Railroads Rail freight service is provided by the Union Pacific Railroad. Union Pacific Railroad operates a main freight line from Houston through Bryan-College Station to Dallas-Fort Worth and beyond. RECREATION The College Station parks system encompasses 1,895 acres of parks and facilities spread throughout the city. This includes 4 dog parks, 1 skate park, 86 playgrounds, 4 recreation centers, 12 ponds, 2 pools, 2 splash pads, 60 miles of walking trails, 2 municipal cemeteries and the Ringer Library. POPULATION 1970 1980 1990 2000 2010 2020 City of College Station 17,676 37,272 52,456 67,890 93,857 120,511 Brazos County 57,978 93,588 121,862 152,415 194,851 233,849 Official U.S. Census(1) (1) U.S. Census Bureau, American Community Survey ECONOMIC BACKGROUND Texas A&M University and System Texas A&M opened its doors in 1876 as the state’s first public institution of higher learning. Located in College Station, Texas (about 90 miles northwest of Houston and within a two to three-hour drive from Austin and Dallas), Texas A&M’s main campus is home to approximately 74,000 students, with more than 528,000 former students worldwide. As one of only 62 members of the prestigious Association of American Universities (AAU), an association of leading public and private research universities in the United States and Canada, Texas A&M boasts some of the top programs in academic research and scholarship. Texas A&M and the Texas A&M University System employ more than 27,000 full and part-time personnel. Texas A&M is one of only 17 institutions in the nation to hold the triple designation as a land-grant, sea-grant, and space-grant university. In May 2016, the Chancellor of The Texas A&M University System unveiled plans to invest $150 million to create a new research and development campus to help companies move ideas from the laboratory to the marketplace while also offering a new path toward a college degree. The Texas A&M University System RELLIS Campus is more than a research and educational facility. It is an ecosystem of transformative innovation like few others in the world. Through partnerships with Texas A&M University System, Blinn College, workforce training organizations and the private sector, RELLIS is the first integrated education, research and testing institution in the state of Texas. The educational programs at RELLIS focus on collaboration beyond institutional affiliation, and the campus will serve as a model for the future of higher education by cultivating powerful opportunities for students. This multi-industry and education model provides unique opportunities for both global enterprises and companies located in the Bryan-College Station area. By assembling a diverse spectrum of engineering and technology tenants into one location, the campus fosters collaboration between enterprises that A - 3 seek to shape the future through transformation, innovation, and education. Current initiatives underway at RELLIS are the Army Future Command’s Bush Combat Development Complex, work with 5G technology, autonomous vehicle driving, and transportation material testing and labs are just a few to mention. George Bush Presidential Library and Museum The City is the site of the George Bush Presidential Library and Museum, located on the campus of Texas A&M University. Texas A&M provides programs and facilities such as research and instructional programs related to the library and museum, a conference center, communications center, educational museum/library center, and family-oriented facilities such as a park surrounding the presidential library and museum. In 2021 fundraising started for the expansion of the library. The new expansion will house the 4141 locomotive engine that carried President Bush to his final resting place and the Marine One helicopter President Bush used. The new addition will be open to the public in June of 2024. The Presidential Library and Museum is also part of the George Bush Presidential Library Center which is home to the prestigious Bush School of Government and Public Service. Century Square The City continues to experience growth. The growth has resulted in continued retail development, especially in the Tower Point and Caprock developments in the southern part of the City with new restaurants and other businesses opening and others under construction to serve the ever growing residential populations in that area of the City. However, that growth has expanded to the north side of College Station where mixed-used facilities and additional hotels near the Texas A&M campus are under construction. One such development is Century Square. This 60-acre development creates a dynamic community center where people congregate from across the region to experience a walkable, urban destination. The project features premier retail and restaurant establishments, entertainment venues, 60,000 SF of Class-A office, two full-service hotels: The George and Cavalry Court, luxury apartment homes: 100 Park, and an activated central gathering space. Athletics Athletics is an integral part of College Station. Texas A&M University, along with the City, hosts a multitude of athletic events. Texas A&M University is the home of Kyle Field, Reed Arena, Olsen Field at Bluebell Park, Aggie Softball Complex, George P. Mitchell Tennis Center and Gilliam Indoor Track Stadium. Several of Texas A&M teams have won both conference and national titles over the past five years with every university varsity level team competing in post-season play for the 2015-2016 season. This has positioned the University to host regional payoffs as well as national championship games. Texas A&M’s move to the Southeastern Conference (SEC) in 2012 has proved positive for the City. For the Texas A&M’s football team ranked eighth in the nation in average attendance for the 2022 season with average attendance of 97,213 for home games, according to figures released by the NCAA. The City’s premiere sport complexes, as well as the ease to get around, makes College Station attractive to a number of high profile organizations. Over the past several years, Texas Amateur Athletic Federation has chosen College Station to host state tournaments and events. In addition, the City facilitates four major softball tournaments, multiple soccer tournaments, two 7 on 7 football tournaments and baseball tournaments throughout the year. MAJOR AREA EMPLOYERS Number of Firm Name Product Employees Texas A&M University and System Education/Research 27,000+ Bryan ISD Education 2000+ College Station ISD Education 2000+ Texas A&M Health Science Center Education 2000+ Reynolds & Reynolds Computer Hardware and Software 1800+ Blinn College - Bryan Campus Education 1000+ Sanderson Farms, Inc. Poultry Processing 1000+ CHI St. Joseph's Regional Hospital Health Service 1000+ Wal-Mart/Sam's Retail 1000+ HEB Grocery Retail 1000+ City of College Station Government 1000+ Brazos County Government 500-999 City of Bryan Government 500-999 Ply Gem Windows Manufacturing 500-999 Baylor Scott & White Health Service 500-999 Fujifilm Diosynth Biotechnologies Biotechnology 500-999 Source: Brazos Valley Economic Development Corp. A - 4 The City of College Station has a diverse, growing employment base comprised of a broad range of industry sectors including education, hospitality, professional services, healthcare, and biotechnology. For 2022, the U-Haul Growth Index ranked College Station the #1 growth market in Texas and the Milken Institute ranked College Station the 4th best performing small city in Texas. College Station is home to Texas A&M University, one of the country's largest public universities and is also the headquarters for the Texas A&M University System, a statewide network comprised of 11 universities and eight state agencies. Texas A&M University boasts more than $1 billion in annual R&D expenditures and offers opportunities for local businesses to utilize the University’s talent pipeline, subject matter experts, research centers, institutes and agencies. In addition to the impact of the Texas A&M University System, the city also is home to emerging life science and information technology sectors with major employers including FUJIFILM Diosynth Biotechnologies, Matica Biotechnology, Lynntech, Reynolds and Reynolds, and StataCorp. Additionally, the area serves as a medical hub for the region anchored by Baylor Scott & White Medical Center and St. Joseph Health College Station Hospital. The City has multiple dedicated business parks to support the ongoing recruitment of primary industry employers including Midtown Business Park (252 acres), Business Center at College Station (200 acres), Texas A&M Research Park (350 acres), and BioCorridor (160 acres). LABOR STATISTICS College Station Labor Total Force Employment Unemployment Rate 2019 61,075 59,375 1,700 2.8% 2020 60,226 57,240 2,986 5.0% 2021 63,908 61,446 2,462 3.9% 2022 66,405 64,339 2,066 3.1% 2023 (1)68,430 65,879 2,551 3.7% Year Brazos County Labor Total Force Employment Unemployment Rate 2019 117,735 114,547 3,188 2.7% 2020 117,019 110,773 6,246 5.3% 2021 123,982 118,912 5,070 4.1% 2022 128,477 124,512 3,965 3.1% 2023 (1)132,218 127,492 4,726 3.6% Year Source: Texas Workforce Commission. (1) Average as of February 2023. BUILDING PERMITS College Station has grown rapidly over the past 30 years as evidenced by an increase in population from 37,272 in 1980 to 93,857 in 2010. As of 2023, the estimated population of College Station was 126,056. The following table sets forth the number and value of construction permits issued by the City over the past several years. Residential Construction Commercial Construction Other Construction* Total Calendar Number Number Number Number Year of Permits Value of Permits Value of Permits Value of Permits Value 2018 1,953 177,627,344 $ 461 103,143,722 $ -$ -$ 2,414 280,771,066 $ 2019 553 100,803,824 102 80,992,499 1,911 98,242,242 2,566 280,038,565 2020 610 110,135,433 82 81,220,448 656 35,731,929 1,348 227,087,810 2021 778 218,422,222 89 186,326,238 2,224 66,261,099 3,091 471,009,559 2022 604 161,031,495 69 162,805,810 1,268 178,011,234 1,941 501,848,539 Source: The City. * Starting in 2019 all new pools, remodels/renovations, new roofs, demolitions, slab only and other improvements are reported under “Other Construction”. These permits were previously reported under Residential and Commercial. A - 5 COUNTY CHARACTERISTICS Brazos County was created in 1841 from Robertson and Washington Counties. The economy is diversified primarily by agribusiness, computer manufacturing, research and development, and education. The Texas Almanac designates cattle, hogs, sorghums, corn, cotton, wheat, oats and pecans as the principal sources of agricultural income. The County had a 2020 census population of 233,849, an increase of 20% since 2010. Minerals produced in the County include sand and gravel, lignite, gas and oil. [Remainder of Page Intentionally Left Blank] APPENDIX B EXCERPTS FROM THE CITY OF COLLEGE STATION, TEXAS ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2022 The information contained in this Appendix consists of excerpts from the City of College Station, Texas Annual Financial Report for the Year Ended September 30, 2022, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. APPENDIX C FORM OF OPINION OF BOND COUNSEL