HomeMy WebLinkAbout2007-2993 - Ordinance - 08/06/2007ORDINANCE N0.2993
PROVIDING FOR THE ISSUANCE OF $3,930,000 CITY OF COLLEGE
STATION, TEXAS, GENERAL OBLIGATION IMPROVEMENT BONDS,
SERIES 2007; AND ORDAINING OTHER MATTERS RELATING TO THE
SUBJECT, INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, it is deemed advisable and to the best interest of the City of College Station (the
"City" or the "Issuer") that certain bonds authorized at elections previously held in said City be
combined in a single issue and sold at this time, the dates of election, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows:
DATE OF AMOUNT AMOUNT AMOUNT
ELECTION AUTHOR]ZED PURPOSE PREVIOUSLY SOLD NOW OFFERED
November 4, 2003 j17,980,000 Strcet Improvements 5,347,000 (2,100,000
November 4, 2003 3,000,000 TraFEic Safety System Impcovements ],343,000 600,000
November 4, 2003 7,6]0,000 Municipal Complex Improvements 3,955,000 -0
November 4, 2003 8,105,000 Park and Recreation Improvements 6,835,000 1,730,000
November 4, 2003 1,710,000 Fice Station Impcovements 7,710,000 -0-
$ 38,405,000 E 25,015,000 {3 930,000
WHEREAS, the bonds hereinafter authorized for such purpose are to be issued and delivered
pursuant to Chapters 1251 and 1331, Texas Government Code, as amended, and the Charter of the
Ciry.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
1. BONDS TO BE SOLD; SERIES DESIGNATION. That the bond or bonds of the
City to be called "City of College Station, Texas General Obligation Improvement B onds, Series
2007" (the "Bonds" or the "Series 2007 Bonds"), be issued under and by virtue of the Constitution and
laws of the State of Texas and the Charter of said City, in the aggregate principal amount of $3,930,000
Eor the purpose of (i) financing permanent improvements to the City, to-wit, street improvements,
traffic safety system improvements and park and recreation improvements, as provided in the preamble
to this Ordinance; and (ii) paying the costs of issuance of the Series 2007 Bonds.
2. MATURITY SCHEDULE. That the Series 2007 Bonds shall be dated September 1, 2007,
shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered
consecutively from R-l upward, and shall mature on the maturity date, in each of the years, and in the
amounts, respectively, as set forth in the following schedule:
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MATURITY DATE: FEBRUARY 15
YEARS AMOUNTS ($~ YEARS AMOUNTS ($1
2008 1,150,000 2018 140,000
2009 90,000 2019 ] 50,000
2010 90,000 2020 155,000
2011 95,000 2021 ] 65,000
2012 100,000 2022 175,000
2013 110,000 2023 185,000
2014 115,000 2024 190,000
2015 120,000 2025 200,000
2016 125,000 2026 215,000
2017 135,000 2027 225,000
3. REDEMPTION PROVISIONS. (a) That the City reserves the right to redeem the Series
2007 Bonds maturing on or after February 15, 2017, in whole or in part, on February 15, 2016 or on
any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for
redemption. The years of maturity of the Series 2007 Bonds called Eor redemption at the option of the
City prior to stated maturity shall be selected by the City. The Series 2007 Bonds or portions thereof
redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar
(hereinafter defined); prodded, that during any period in which ownership of the Series 2007 Bonds is
determined only by a book entry at a securities depository for the Series 2007 Bonds, if fewer than all
of the Series 2007 Bonds of the same maturity and bearing the same interest rate are to be redeemed,
the particular Series 2007 Bonds of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the City and the securities depository. The City shall notify
the Paying Agent/Registrar at least forty-five (45) days prior to the scheduled redemption date that a
redemption of the Series 2007 Bonds is to be effected.
(b) The Series 2007 Bonds are not subject to mandatory sinking fund redemption prior to their
scheduled maturities.
(c) At least 30 days prior to the date fixed for any such redemption the City shall cause a
written notice of such redemption to be deposited in the United States Mail, first-class postage prepaid,
addressed to each such registered owner at his address shown on the Registration Books (hereinafter
defined) of the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall
be made with the Paying Agent/Registrar for the payment of the required redemption price for the
Series 2007 Bonds or the portions thereofwhich are to be so redeemed, plus accrued interest thereon
to the date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Series 2007 Bonds or the portions thereof which are to be
so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not
bear interest after the date fixed Eor their redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
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date fisted for redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of
principal of the Series 2007 Bonds or any portion thereof. If a portion of any Series 2007 Bond shall
be redeemed a substitute Series 2007 Bond or Series 2007 Bonds having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at
the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance. In addition to the foregoing,
the City shall cause the Paying Agent/Registrar to give notice of any such redemption in the manner
set forth in Section 5(h) hereof. The failure to cause such notice to be given, however, or any defect
therein, shall not affect the validity or effectiveness of such redemption.
4. INTEREST. That the Series 2007 Bonds scheduled to mature during the years,
respectively, set forth below shall bear interest at the following rates per annum:
maturities 2008, % maturities 2018,
maturities 2009, % maturities 2019,
maturities ?.010, % maturities 2020,
maturities 2011, % maturities 2021,
maturities 2012, % maturities 2022,
maturities 2013, % maturities 2023,
maturities 2014, % maturities 2024,
maturities 2015, % maturities 2025,
maturities 2016, % maturities 2026,
maturities 2017, % maturities 2027,
Said interest shall be payable to the registered owner of any such Series 2007 Bond in the manner
provided and on the dates stated in the FORM OF BOND.
5. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) That the City shall keep
or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated
Payment/Transfer Office") of The Bank of New York Trust Company, N.A. (the "Paying
Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in
accordance with the provisions of (~ below, books or records of the registration and transfer of the
Series 2007 Bonds (the "Registration Books"), and the City hereby appoints the PayingAgent/Registrar
as its registrar and transfer agent to keep such books or records and make such transfers and registra-
tionsunder such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the
duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each bond to which payments with respect to the Series
2007 Bonds shall be mailed, as herein provided. The City or its designee shall have the right to inspect
the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required
bylaw, shall not permit their inspection by any other entity. Registration of each Series 2007 Bond may
be transferred in the Registration Books only upon presentation and surrender of such bond to the
Paying Agent/Registrar For transfer of registration and cancellation, together with proper written
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instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral
multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to
have such bond or any such portion thereof registered in the name of such assignee or assignees.
Upon the assignment and transfer of any Series 2007 Bond or any portion thereof, a new substitute
bond or bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Series 2007 Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contrary; and payment of, or on account of, the principal of, premium,
if any, and interest on any such bond shall be made only to such registered owner. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum
or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Series 2007 Bonds, and to act as its agent to exchange or
replace Series 2007 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Series 2007 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi-
nance.
(d) Each Series 2007 Bond may be exchanged for fully registered bonds in the manner set forth
herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Payment/Transfer Office of
the Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered
owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without
interest coupons, in the form prescribed in the FORM OF BOND, in the denomination of $5,000, or
any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond
shall have a single stated maturity date), as requested in writing by such registered owner or such
assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of
any Series 2007 Bond or Series 2007 Bonds so surrendered, and payable to the appropriate registered
owner, assignee, or assignees, as the case may be. If a portion of any Series 2007 Bond shall be
redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the
same maturity date, bearing interest at the same rate, in the denomination or denominations of any
integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof
for cancellation, If any Series 2007 Bond or portion thereof is assigned and transferred, each bond
issued in exchange therefor shall have the same principal maturity date and bear interest at the same
rate as the bond for which it is being exchanged, Each substitute bond shall bear a letter and/or
number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace
Series 2007 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange
for or replacement of any Series 2007 Bond or portion thereof as permitted or required by any provi-
sion ofthis Ordinance shall constitute one of the Series 2007 Bonds for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however, that any Series 2007
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Bond delivered in exchange for or replacement of another Series 2007 Bond prior to the First scheduled
interest payment date on the Series 2007 Bonds (as stated on the face thereof) shall be dated the same
date as such Series 2007 Bond, but each substitute bond so delivered on or after such first scheduled
interest payment date shall be dated as of the interest payment date preceding the date on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery
of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute bond shall be dated as of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Series 2007 Bond or Series 2007 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the farm hereinafter set Eorth in the FORM OF BOND (the "Authentication
Certificate"). An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such substitute bond, date such substitute bond in the manner set forth above, and manually sign
and date the Authentication Certificate, and no such substitute bond shall be deemed to be issued or
outstandingunless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly
shall cancel all Series 2007 Bonds surrendered for exchange or replacement. No additional ordinances,
orders, or resolutions need be passed or adopted by the City Council or any other body or person so
as to accomplish the foregoing exchange or replacement of any Series 2007 Bond or portion hereof,
and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty
of exchange or replacement of any Series 2007 Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced
bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2007 Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required to transfer or exchange any Series 2007 Bond 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 Series 2007 Bond.
(e) All Series 2007 Bonds issued in exchange or replacement of any other Series 2007 Bond or
portion thereof, (i} shall be issued in fully registered form, without interest coupons, with the principal
of and interest on such Series 2007 Bonds to be payable only to the registered owners thereof, (ii) may
be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv) may be ex-
changed for other Series 2007 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Series 2007 Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
Eor making transfers of Series 2007 Bonds, but the registered owner of any Series 2007 Bond requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The registered owner of any Series 2007 Bond requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond
or portion thereof, together with any taxes or governmental charges required to be paid with respect
thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that
in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions
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thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion
of a Series 2007 Bond which has been redeemed in part prior to maturity, 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 Series 2007 Bonds that it will (i) pay the reasonable and standard or
customary Eees and charges of the Paying Agent/Registrar for its services with respect to the payment
of the principal of and interest on the Series 2007 Bonds, when due, and (ii) pay the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2007
Bonds solely to the extent above provided, and with respect to the exchange of Series 2007 Bonds
solely to the extent above provided.
(g) The City covenants with the registered owners of the Series 2007 Bonds that at all times
while the Series 2007 Bonds are outstanding the City will provide a competent and legally qualified
bank, trust company, or other entity duly qualified and legally authorized to act as and perform the
services of Paying Agent/Registrar for the Series 2007 Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In
the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that
it will promptly appoint a competent and legally qualified national or state banking institution which
shall be a corporation organized and doing business under the laws of the United States of America or
of any state, authorized under such laws to exercise trust powers, subject to supervision or examination
by federal or state authority, and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), alongwith all other pertinent books and records relating to the
Series 2007 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon
any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Series 2007 Bonds, by United
States Mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall
be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance
shall be delivered to each Paying Agent/Registrar.
(h) (i) In addition to the manner of providing notice of redemption of Series 2007
Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of
Series 2007 Bonds by United States mail, first-class postage prepaid, at least 30 days prior to a
redemption date to each NRMSIR (as defined in Section 14 hereof) and the SID (as defined in Section
14 hereof). In addition, in the event of a redemption caused by an advance refunding of the Series
2007 Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons
specified in the immediately preceding sentence at least 30 days but not more than 90 days prior to the
actual redemption date. Any notice sent to the NRMSIRs or the SID shall be sent so that they are
received at least two days prior to the general mailing or publication date of such notice. The Paying
Agent/Registrar shall <aso send a notice of prepayment or redemption to the owner of any Series 2007
Bond who has not seat the Series 2007 Bonds in for redemption 60 days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Series 2007 Bonds to be redeemed, including the
complete name of the Series 2007 Bonds, the series, the date of issue, the interest rate, the maturity
date, the CUSIP number, if any, the amounts called of each certificate, the publication and mailing date
for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar
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and the address at which the Series 2007 Bond may be redeemed, including a contact person and
telephone number.
(iii) All redemption payments made by the PayingAgent/Registrar to the registered owners
of the Series 2007 Bonds shall include CUSIP numbers relating to each amount paid to such registered
owner.
6. FORM OF BONDS. 'T'hat the form of all Series 2007 Bonds, including the form of the
Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration
Certificate to accomp;~ny the Series 2007 Bonds on the initial delivery thereof, shall be, respectively,
substantially in the form set forth in Exhibit A to this Ordinance, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance. The printer of the Series 2007
Bonds is hereby authorized to print on the Series 2007 Bonds (i) the form of bond counsel's opinion
relating to the Series 2007 Bonds, and (ii) an appropriate statement of insurance furnished by a
municipal bond insurance company providing municipal bond insurance, if any, covering all or any part
of the Series 2007 Bonds.
7. LEVY OF TAX; INTEREST AND SINKING FUND. (a) That a special fund or
account, to be designated the "City of College Station, Texas Series 2007 General Obligation
Improvement Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby
created and shall be established and maintained at an official depository of 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 Series 2007 Bonds. All ad valorem taxes
levied and collected for and on account of the Series 2007 Bonds shall be deposited, as collected, to
the credit of the Interest and Sinking Fund. During each year while any Series 2007 Bond is outstand-
ing and unpaid, the City Counci] 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 costs of tax collections, which will be sufficient to raise and produce the money
required to pay the interest on the Series 2007 Bonds as such interest comes due, and to provide a
sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of
the Series 2007 Bonds as such principal matures, but never less than 2% of the outstanding principal
amount of the Series 2007 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax
is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year
while any Series 2007 Bond is outstanding and unpaid, and said ad valorem tax shall be assessed and
collected each such ye~~r and deposited to the credit of the Interest and Sinking Fund. Said ad valorem
taxes necessary to pay the interest on and principal of the Series 2007 Bonds, as such interest comes
due, and such principal matures or comes due through operation of the mandatory sinking fund
redemption, if any, as provided in the FORM OF BOND, are hereby pledged for such purpose, within
the limit prescribed by law. There shall be appropriated Erom the General Fund of the City for deposit
into the Interest and Sinking Fund moneys as may be necessary to pay the principal and interest
payments on the Series 2007 Bonds scheduled to occur on or before February 15, 2008. Money in the
Interest and Sinking Fund, at the option of the City, may be invested in such securities or obligations
as permitted under applicable law and the City's investment policy, Any securities or obligations in
which money is so invested shall be kept and held in trust for the benefit of the owners of the Series
2007 Bonds and shall be sold and the proceeds of sale shall be timely applied to the making of all
payments required to tie made from the Interest and Sinking Fund. Interest and income derived from
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the investment of money in the Interest and Sinking Fund shall be credited thereto.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2007 Bonds
and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is
therefore valid, effective, and perfected. If Texas law is amended at any time while the Series 2007
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7(a) of this Ordinance 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 Series 2007 Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it determines
are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Texas Business & Cormerce Code and enable a filing to perfect the security interest in said pledge to
occur.
8. DAMAGED, LOST, STOLEN OR DESTROYED BONDS. (a) That in the event any
outstanding Series 2007 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2007
Bond, in replacement for such Series 2007 Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2007
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Series 2007 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Series 2007 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Series 2007 Bond, as the case may be. In
every case of damage or mutilation of a Series 2007 Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2007 Bond so damaged or mutilated.
(c) Notwithst<~rnding the foregoing provisions of this Section, in the event any such Series 2007
Bond shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Series 2007 Bond, the City may authorize
the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series
2007 Bond) instead of issuing a replacement Series 2007 Bond, provided security or indemnity is fur-
nished asabove provided in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the
owner of such Series 2007 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Series 2007 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Cite
whether or not the lost, stolen, or destroyed Series 2007 Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Series 2007 Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the Ciry or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
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5(d) of this Ordinance for Series 2007 Bonds issued in exchange for other Series 2007 Bonds.
9. SUBMISSION OF PROCEEDINGS TO ATTORNEY GENERAL. That the Mayor
or the designee thereof is hereby authorized to have control of the Series 2007 Bonds and all necessary
records and proceedings pertaining to the Series 2007 Bonds pending their delivery and their
investigation, examination and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Series 2007 Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series
2007 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such
certificate. After registration by said Comptroller, delivery of the Bonds shall be made to the
representative for the underwriters named in Section 10 below under and subject to the general
supervision and direction of the Mayor, against receipt by the City of all amounts due to the City under
the terms of sale.
10. SALE OF BONDS. (a) That the sale of the Series 2007 Bonds to
and syndicate members (the "Purchaser"), at a price of par and accrued
interest on the Series 2007 Bonds to the date of delivery, is hereby authorized, ratified and confirmed.
It is hereby officially found, determined and declared that the Series 2007 Bonds were sold to the
highest bidder at terms that were the most advantageous reasonably obtained. Any accrued interest
received from the sale of the Series 2007 Bonds shall be deposited to the Interest and Sinking Fund.
(b) The Series 2007 Bonds were sold pursuant to the terms of a "Notice of Sale and Bidding
Instructions", "Official Bid Form" and "Official Statement", the use of which documents, a true and
correct copy of each such document is attached hereto, is hereby approved. The use of the
"Preliminary Official Statement" prepared in connection with the sale of the Series 2007 Bonds is
hereby ratified.
(d) That the Mayor, City Manager and the Chief Financial Officer each is authorized, in
connection with effecting the sale of the Bonds, to obtain from (the
"Insurer") a municipal bond insurance policy in support of the Bonds. To that end, for so long as such
policy is in effect, the requirements of the Insurer relating to the issuance of said policy is incorporated
by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other
provision of this Ordinance to the contrary.
11. FEDERAL TAX COVENANTS. That the Issuer covenants to take any action to assure,
or refrain from any action which would adversely affect, the treatment of the Series 2007 Bonds as
obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code"), the interest
on which is not includable in the "gross income" of the holder for purposes of federal income taxation.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Series 2007 Bonds 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 tha~z 10 percent of the proceeds are so used, that amounts, whether or not received
by the Issuer, with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Series 2007 Bonds, in contra-
vention of section 141(b)(2) of the Code;
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(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 2007 Bonds
or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used far a "private business use" which is "related" and not
"disproportionate," within the meaningofsection 141(6)(3) of the Code, to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Series 2007 Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Series
2007 Bonds being treated as "private activity bonds" within the meaning of secdon 141 (b) of
the Code;
(e) to refrain from taking any action that would result in the Series 2007 Bonds
being "federally guaranteed" within the meaning of section 149(6) of the Code;
(~ to refrain from using any portion of the proceeds of the Series 2007 Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(6)(2) of the Code) which produces a
materially higher yield over the term of the Series 2007 Bonds, other than investment property
acquired with --
(1) proceeds of the Series 2007 Bonds invested For a reasonable temporary
period of three years or less, until such proceeds are needed for the purpose for which
the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2007 Bonds;
(g) to otherwise restrict the use of the proceeds of the Sedes 2007 Bonds or
amounts treated as proceeds of the Series 2007 Bonds, as may be necessary, so that the Series
2007 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating
to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Series 2007 Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings", within the meaning of section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Series 2007 Bonds have
been paid in hill, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
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For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
a refunding bond, tratzsferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of the issuance of the Bonds. 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 Code, as applicable to
the Bonds, 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 Bonds under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the 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 Bonds under section 103 of the Code.
In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the
Chief Financial Officer may execute any certificates or other reports required by the Code and to make
such elections, on behalf of the City, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund shall
not be subject to the claim of any other person, including without limitation the registered owners of
the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
12. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds and any investment earnings thereon to be used for the purposes
described in clause (i) of Section 1 of this Ordinance (such purposes referred to herein and Section 13
hereof as a "Project") in accordance with the requirements of the Code. The City recognizes that in
order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be
allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project
is made or (b) each such Project is completed; but in no event later than three years after the date on
which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order
for proceeds to be expended under the Code, the sale proceeds or investment earnings must be
expended no more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of
the Bonds or (b) the date the Bonds are retired. The City agrees to obtain the advice of a nationally-
recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such
expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section,
the City shall not be obligated to comply with this covenant if it obtains an opinion of a nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
13. DISPOSITION OF PROJECT. That the City covenants that the property Financed or
refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion
of anationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect thetax-exempt status of the Bonds. For purposes of this Section, the portion
of the property comprising personal property and disposed of in the ordinary course of business shall
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not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes
of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of
anationally-recognized bond counsel to the effect that such failure to comply will not adversely affect
the excludability for federal income tax purposes from gross income of the interest.
14. CONTINUING ONGOING DISCLOSURE. (a) Definitions. That as used in this
Section, the following terms have the meanings ascribed to such terms below:
"MAC' means the Municipal Advisory Council of Texas.
"MSRB" means the Municipal Securities Rulema.king Board.
"NlII1~fSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from
time to time.
"Mule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. (i) The City shall provide annually to each NRMSIR and any SID, within
six months after the end of each fiscal year ending in or after 2007, financial information and operating
data with respect to the City of the general type included in the final Official Statement authorized by
Section 10 of this Ordinance, being the information described in Exhibit B hereto. Any financial
statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit B hereto, or such other accounting principles as the City may be required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not complete within such period, then the City
shall provide unaudited financial statements by the required time, and shall provide audited financial
statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report
on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise would
be required to provide Enancial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section maybe set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC.
(c) MaterialEventNotices. The City shall notify any SID and either each NRMSIR or the MSRB,
in a timely manner, of any of the following events with respect to the Series 2007 Bonds, if such event
is material within the meaning of the federal securities laws:
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1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
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 events affecting the tax-exempt status of the Series
2007 Bonds;
7. Modifications to rights of holders of the Series 2007 Bonds;
8. Series 2007 Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Series 2007
Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the City to provide financial information or operating data in accordance with subsection (b) of this
Section by the time required by such subsection. Any filing under this Section may be made solely by
transmitting such filing to the MAC as provided at http://www.disclosureusa.org, unless the SEC has
withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004.
(d) Limitations, Dirclaimerr, 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 Series 2007 Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Series 2007 Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2007 Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, Financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or 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 Series 2007
Bonds at any future date.
(iii) UNDERNO CIRCUMSTANCES SHALLTHE CITYBELIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY SERIES 2007 BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL E3E 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
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comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) 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 iE (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Series 2007 Bonds
in the primary offering of the Series 2007 Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed circumstances
and (2) either (a) the holders 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 Series 2007 Bonds consent to such amendment or (b) a person that is unaffiliated with the
City (such as nationally-recognized bond counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Series 2007 Bonds. If the Cit~r 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 Series 2007 Bonds in the primary offering of the Series 2007 Bonds.
1 S. DEFEASANCE. (a) Defeased Boner. 'That any Series 2007 Bond and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason
of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing
with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or
other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements have
been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable. At such time as a Series 2007 Bond shall be
deemed to be a Defeased Bond hereunder, as aforesaid, such Series 2007 Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely
from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance
to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is
made in conjunction with the payment arrangements specified in subsection 15(a) (i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer
expressly reserves the right to call the Defeased Bonds for redemption; (2) the Issuer gives notice of
the reservation of that right to the owners of the Defeased Bonds immediately following the making
of the payment arrangements; and (3) the Issuer directs that notice of the reservation be included in
any redemption notices that it authorizes.
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(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds
and interest thereon, with respect to which such money has been so deposited, shall be turned over
to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 15(a)(i) or (ii), All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited
as directed in writing ley the Issuer.
(c) Defeasance Securities Defined. 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 of America, including obligations that are unconditionally guaranteed or insured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (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 on the date the governing
body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Paying Agent/Registrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selectioir ofBondrforDefeasance. In the event that the Issuer elects to defease less than all
of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
16. BOOK-ENTRY ONLY SYSTEM. That the Series 2007 Bonds initially shall be issued
and delivered in such manner that no physical distribution of the Series 2007 Bonds will be made to
the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Series 2007 Bonds. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended,
and the City accepts, but in no way verifies, such representations. The Series 2007 Bonds initially
authorized by this Ordinance intended to be held by DTC shall be delivered to and registered in the
name of CEDE & CO., the nominee of DTC. It is expected that DTCwill hold the Series 2007 Bonds
on behalf of the Unde~tivriters (as defined in Section 10) and their participants. So long as each Series
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2007 Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal
with DTC the same it7 al] respects as if it were the actual and beneficial owner thereof. It is expected
that DTC will maintain abook-entry system which will identify ownership of the Series 2007 Bonds
in integral amounts of $5,000, 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 Series 2007 Bonds
initially deposited with DTC shall be immobilized and not be further exchanged for substitute Series
2007 Bonds except as hereinafter provided. The City is not responsible or liable for any functions of
DTC, will not be responsible for paying any fees or charges with respect to its services, will not be
responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants,
or protecting any interests or rights of the beneficial owners of the Series 2007 Bonds. It shall be the
duty of the DTC Participants, as defined in the Official Statement herein approved, to make all
arrangements with DTC to establish this book-entry system, the beneficial ownership of the Series 2007
Bonds, and the method of paying the fees and charges of DTC. The City does not represent, nor does
it in any way covenant that the initial book-entry system established with DTC will be maintained in
the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC,
if for any reason any of the originally delivered Series 2007 Bonds is duly filed with the Paying
Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance,
substitute Series 2007 Bonds will be duly delivered as provided in this Ordinance, and there will be no
assurance or representation that any book-entry system will be maintained for such Series 2007 Bonds.
In connection with the initial establishment of the foregoing book-entry system with DTC, the City
heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement
the book-entry system described above.
17. DEFAULT AND REMEDIES. (a) Er.~nzrofDefault. Each ofthe 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 Series 2007
Bonds ~vhen 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 Oumers of the Series 2007 Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof Eor a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) l~emedie.r for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the City, or any official, officer or employee of the City
in their officiail 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 laws, 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.
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(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Series 2007 Bonds then outstanding.
(c) Bemed~'es 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 Series 2007 Bonds 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 Series 2007
Bonds shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Series 2007 Bond authorized under this Ordinance,
such Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees 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.
1$. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the
Mayor, the City Secretiuy, the City Manager, any Assistant City Manager or the Chief Financial Officer
of the City, and all other officers, employees, and agents of the City, and each of them, shall be and
they are hereby expressly authorized, empowered, and directed from time to time and at any time to
do and perform all such acts and things and to execute, acknowledge, and deliver in the name and
under the 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, the Bonds,
the offering documents prepared in connection with the sale of the Series 2007 Bonds, or the Paying
Agent/Registrar Agreement. In case any officerwhose signature appears on any Series 2007 Bond shall
cease to be such officer before the delivery of such Series 2007 Bond, such signature shall nevertheless
be valid and sufficient for all purposes the same as if he or she had remained in office until such
delivery. 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
Series 2007 Bonds, in the amount determined in accordance with the provisions of Section 1202.004,
Texas Government Code.
19. PREAMBLE. That the preamble to this Ordinance is incorporated by reference and
made a part hereof for all purposes.
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20. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. That the tides
assigned to the various sections of this Ordinance are for convenience only and shall not be considered
restrictive of the subject matter of any section or of any part of this Ordinance,
(b) 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 s11all 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 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. References to the FORM OF BOND
in this Ordinance refer to the FORM OF BOND set forth in Exhibit A to this Ordinance.
(c) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict
or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
(d) 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.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with the
laws of the State of Texas.
(f) Open Meeting. The City officially finds and determines that the meeting at which this
Ordinance is adopted was open to the public; and that public notice of the time, place, and purpose
of such meeting was given, all as required by Chapter 551, Texas Government Code.
(g) Immediate Effect. 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.
PASSED AND APPRO D this August 6, 2007.
C
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(CITY SEAL)
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APPROVED:
McCall, Parkhurst & Horton L.L.P.
Bond n
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EXHIBIT A
FORM OF BOND
NO.
UNITED STATES OF AMERICA
STATE O F TEXAS
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGA"T"ION IMPROVEMENT BONDS,
SERIES 2007
MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP
September 1, 2007
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS (the "Issuer"), ahome-rule municipality located Brazos County, Texas, hereby
promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of:
DOLLARS
and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum
specified above, with said interest being payable on February 15, 2008, and semiannually on each
August 15 and February 15 thereafter; exceptthat ifthe PayingAgent/Registrar's Authentication Certif-
icate appearing on the face of this Bond is dated later than February 15, 2008, such interest is payable
semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the "Designated
Payment/Transfer Office"), of The Bank of New York Trust Company, N.A., which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the last business day of the month next preceding such
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 Issuer required to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the
PayingAgent/Registrar by United States mail, first-class postage prepaid, on each such interest payment
date, to the registered owner hereof at its address as it appears on the Registration Books kept by the
Paying Agent/Registr;~r, as hereinafter described. Any accrued interest due at maturity or upon
redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner
upon presentation and surrender of this Bond for redemption and payment at the Designated
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Payment/Transfer Office of the Paying Agent/Registrar. The Issuer covenants with the registered
owner of this Bond that no later than each principal payment and/or interest payment date for this
Bond it will make available to the Paying Agent/Registrar from the Interest and Sinking Fund as
defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide
for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF ANON-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 Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest ("Special Payment Date",which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Payment/Transfer 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. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities depository,
or its nominee or registered assigns, shall be made in accordance with existing arrangements between
the Issuer and the securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitu-
tion and laws of the State of Texas in the principal amount of $3,930,000, for the following purposes,
to-wit: to construct street improvements, traffic safety system improvements, and parks and recreation
improvements; and to pay the costs incurred in connection with the issuance of the Bonds.
ON FEBRUARY 15, 2016, or on any date thereafter, the Bonds of this Series maturing on
February 15, 2017 and thereafter may be redeemed prior to their scheduled maturities, at the option
of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The
years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity
shall be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be
selected by lot or other method by the Paying Agent/Registrar;prouded, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds,
if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be
redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the Issuer and the securities depository.
AT LEAST 3(I days prior to the date fixed for any such redemption a written notice of such
redemption shall be given to the registered owner of each Bond or a portion thereof being called For
redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed
to each such registered owner at his address shown on the Registration Books of the Paying
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Agent/Registrar. By the date fixed for any such redemption due pro~nsion shall be made by the Issuer
with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or
the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for
redemption, If such notice of redemption is given, and if due provision for such payment is made, all
as provided above, this Bond, or the portion hereofwhich is to be so redeemed, thereby automatically
shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its
redemption, and shall not be regarded as being outstanding except for the right of the registered owner
to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record
in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the written request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellarion, at the expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denotination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, map, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee,
or assignees, as the case maybe, having the same maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond
to the Paying Agent/Registrar at its Designated Payment/Transfer Office for cancellation, all in
accordance with the form and procedures set forth in the Ordinance. Among other requirements for
such assignmentand transfer, this Bond must be presented and surrendered to the PayingAgent/Reg-
istrar, together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or
portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names
this Bond or any such portion or portions hereof is or are to be transferred and registered. The form
of Assignment printed or endorsed on this Bond maybe executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any
portion or portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the exchange
of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case
of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such
fees and charges of the PayingAgent/Registrarwill be paid by the Issuer. In any circumstance, neither
the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during
a period beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer
or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within
30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
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securities depository as to registering or transferring the boob entry to produce the same effect
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
of which it is a part, is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done
and performed and have happened in regular and due time, form and manner as required by law; that
sufficient and proper provision for the levy and collection of ad valorem taxes has been made, which,
when collected, shall be appropriated exclusively to the payment of this Bond and the series of which
it is a part; and that the total indebtedness of the City of College Station, Texas, including the entire
series of bonds of which this is one, does not exceed any constitutional or statutory limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, aclulowledges that the Ordinance is duty recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
IN WITNESS WHEREOF, the City has caused this Bond to be signed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of
the City Secretary of the City, has caused the official seal of the City to be duly impressed, or placed
in facsimile, on this Bond.
City Secretary Mayor
City of College Station, Texas City of College Station, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Trust Company, N.A.,
Paying Agent/Registrar
By
Authorized Representative
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FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
T'HE BONDS UPON INITIAL DELIVERY THEREOF):
OFFICE OF COMPTROLLER
STATE O F TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
s2
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 typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
The printer of the Series 2007 Bonds is hereby authorized to print on the Series 2007 Bonds (i) the
form of bond counsel's opinion relating to the Series 2007 Bonds, and (ii) an appropriate statement of
insurance furnished by a municipal bond insurance company providing municipal bond insurance, if
any, covering all or any part of the Series 2007 Bonds.
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STATEMENT OF INSURANCE
[to come]
84
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified below (and included in the Appendix or under the
headings of the Official Statement referred to):
1. The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following captions, but for the
most recently concluded fiscal year: Tables 1 through 6 and Tables 8 through 13 and Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 described above, as such principles
may be changed from time to time to comply with state law or regulation.
85