HomeMy WebLinkAbout2024-4533 - Ordinance - 07/25/2024CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
BRAZOS COUNTY
CITY OF COLLEGE STATION, TEXAS
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We, the undersigned officers of the City Council of the City of College Station, Texas
hereby certify as follows:
1. The City Council convened in a regular meeting on July 25, 2024 at the regular
designated meeting place, and the roll was called of the duly constituted officers and members of
the City Council, to wit:
John Nichols, Mayor
William Wright, Place 2 Councilman
Elizabeth Cunha; Place 4 Councilwoman
Dennis Maloney, Place 6 Councilman
Mark Smith, Place 1 Councilman
Linda Harvell, Place 3 Councilwoman
Bob Yancy, Place 5 Councilman
and all of the above persons were present, except Mark Smith , thus
constituting a quorum. Whereupon, among other business the following was transacted at the
Meeting: a written Ordinance entitled
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
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Order be passed; and, after due discussion, the motion, carrying with it the
passage of the Order, prevailed and carried, with all members of the City Council shown present
above voting "Aye," except as noted below:
NAYS: 1 ABSTENTIONS: 0
2. A true, full, and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; the Ordinance has been
duly recorded in the Council's minutes of the Meeting; the above and foregoing paragraph is a
true, full, and correct excerpt from the City Council's minutes of the Meeting pertaining to the
passage of the Ordinance; the persons named in the above and foregoing paragraph are the duly
chosen, qualified, and acting officers and members of the City Council as indicated therein; that
each of the officers and members of the City Council was duly and sufficiently notified officially
and personally, in advance, of the time, place, and purpose of the Meeting, and that the Ordinance
would be introduced and considered for passage at the Meeting, and each of the officers and
members consented, in advance, to the holding of the Meeting for such purpose; and that the
Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting
was given all as required by the Texas Government Code, Chapter 551.
3. The Mayor of the City Council has approved and hereby approves the Ordinance; and
the Mayor and the City Secretary of the City hereby declare that their signing of this certificate
shall constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON JUNE 25, 2024
Tanya D. S"mith John Nichols
City Secretary Mayor
(CITY SEAL)
Ordinance Authorizing the Issuance of
City of College Station, Texas Certificates of Obligation
ORDINANCE NO. 2024-4533
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 May 23, 2024, 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:
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
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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 $43,300,000 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) fiber optic
transmission materials; (iii) parks and recreational facilities (except those submitted to voters in
Propositions C and E in the November 8, 2022 election); (iv) administrative office and
departmental space for governmental functions of the city including the public works department,
utility department, municipal court, fire department, and cemetery department; (v) improvements
and extensions to the City's combined waterworks, sewer and electric systems including
distribution, transmission, system lines, lift stations, pumps, outfall, storage tanks, metering, wells,
plant improvements, and acquisition of interests in land for such purposes; and (vi) 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 $43,300,000;
(ii) the true interest cost of the Certificates shall not exceed 4.500% per annum;
(iii) the final maturity of the Certificates shall not exceed February 15, 2044;
(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
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(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 2024."
(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 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,
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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 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
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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 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.
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(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 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.
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(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 2024 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
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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 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
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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.
(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
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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 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:
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(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 1.148 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 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.
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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 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
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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 2024. 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 2024. 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
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Statement or such other accounting principles as the City may be required to employ from
time to time pursuant to State law or regulation.
(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 interne 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
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governmental authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and
orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement, or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material;
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.
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(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this
Section shall comprise a breach of or default under this Ordinance for purposes of any other
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City hereby agrees to undertake such obligation
with respect to the Certificates in accordance with the Rule as amended. The provisions of
this Section may be amended by the City from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell
Certificates in the primary offering of the Certificates in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as
such changed circumstances and (2) either (a) the registered owners of a majority in
aggregate principal amount (or any greater amount required by any other provision of this
Ordinance that authorizes such an amendment) of the outstanding Certificates consent to
such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Certificates. If the City so
amends the provisions of this Section, it shall include with any 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
17
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure
the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the City with the Paying Agent/Registrar for the payment
of its services until all Defeased Certificates shall have become due and payable. At such time as
a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate
and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the ad valorem taxes herein levied and pledged or the pledge of Surplus Revenues as provided in
this Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at the
written direction of the City be invested in Defeasance Securities, maturing in the amounts and
times as hereinbefore set forth, and all income from such Defeasance Securities received by the
Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon,
with respect to which such money has been so deposited, shall be turned over to the City, or
deposited as directed in writing by the City. Any Future Escrow Agreement pursuant to which the
money and/or Defeasance Securities are held for the payment of Defeased Certificates may contain
provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or
the substitution of other Defeasance Securities upon the satisfaction of the requirements specified
in subsection (a)(i) or (ii) above. All income from such Defeasance Securities received by the
Paying Agent/Registrar which is not required for the payment of the Defeased Securities, with
respect to which such money has been so deposited, shall be remitted to the City or deposited as
directed in writing by the City.
(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.
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(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, 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
19
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 and Director of Finance, 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 2024 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.
(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
20
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.
21
(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.]
22
PASSED, APPROVED AND EFFECTIVE THIS JULY 25, 2024.
City Secretary; City of College Station Mayor; City of College Station
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P., Dallas, Texas
Bond Counsel
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
The `[J' in this section are intentional.
UNITED STATES OF AMERICA
STATE OF TEXAS
BRAZOS COUNTY
CITY OF COLLEGE STATION, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2024
PRINCIPAL
AMOUNT
$
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
August [], 2024
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above, or
the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2025, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Certificate is required
to be authenticated and the date of its authentication is later than February 15, 2025, 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
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in Dallas, Texas (the "Designated Trust Office") of The Bank of New York Mellon Trust
Company, N.A., Dallas, Texas, 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, 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 August [], 2024,
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.
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ON FEBRUARY 15, 203[], or on any date thereafter, the Certificates of this Series
maturing on February 15, 203 [] 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, 20[-] (the
"Term Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random selection, at a
price equal to the principal amount thereof, plus accrued interest to the redemption date, out of
moneys available for such purpose in the interest and sinking fund for the Certificates, on each
February 15 of the years and in the respective principal amounts, set forth in the following
schedule:
Term Certificates due February 15, 20[-1
Mandatory Redemption Date: 2/15/20
Mandatory Redemption Date: 2/15/20
Mandatory Redemption Date: 2/15/20*
Principal Amount: $,000
Principal Amount: $,000
Principal Amount: $,000
* Stated Maturity
THE PRINCIPAL AMOUNT OF THE 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
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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.
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
A-4
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 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.
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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.
WITNESS MY HAND and seal of office at Austin, Texas this
(SEAL)
A-6
Comptroller of Public Accounts of the State
of Texas
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
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Interest
Rate
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 February 15, 2025 and on each
August 15 and February 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."
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EXHIBIT B
PRELIMINARY OFFICIAL STATEMENT
B-1