HomeMy WebLinkAbout1993-2015 - Ordinance - 06/23/1993ORDINANCE NO. 2015
ORDINANCE AUTHORIZING THE ISSUANCE OF f~850,000 CITY OF COLLEGE STATION,
TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BONDS, SERIES 1993;
EXECUTION OF AN ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT, AND A
PAYING AGENT/REGISTRAR AGR~K~IENT{ REPEALING ORDINANCE NO. 2013{ AND
APPROVING ALL OTHER MA'I'FERS RELATED TO ISSUANCE OF THE BONDS,
INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, the City has heretofosc issued the following descnhed outstanding bonds (collectively, the
"Previously Issued Parity Bonds") to-wit:
CITY OF COl .i-~GE STATION, TEXAS. UTILITY SYSTEM REVENUE REFUNDINO BONDS, SERIES
1985, dated January 15. 1985. origmally issued in the princxpal amount of $34.185.000 (thc "Series 1985
Bouds"); and
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS. SERI~S I~0 in thc
pnncipal amount of $4.800.000 (the "Series 19~0 Bonds");
WHEREAS. all of the Previously Issued Parity Bonds am secured by a pledge of the net mvanues fix)m the
operauun of thc City's combined watenvorks system, sewer system, and electric light and power system and a~e ou
a parity with each other (and any Parity Bonds, herinafter defined, which am hmv. nfler authorized, issued, and
dehvered);
WHEREAS. notsce of intenuon to issue the bonds antherized hereby has been gxven by publi~on thereof
in The Eagle. a newspaper of general c~reuistlou in the Cay. mi May 27. 1993 and June 3. 1993:
WHEREAS, un June 10. 1993 the Councd adopted Ordinance No. 2013 to issue advance refunding bends to
refund the "Refunded Bonds* descnhed therein (the "Original Refunded Bonds"} and authorize cemm other bonds;
WHEREAS. the Council has been in,mined that not afl of the Original Refunded Bonds could be refunded
w~thout a significant "transferred proceeds" penalty under ~ mcome fax laws;
WHEREAS. the Councd destres to repeal Ordinance No. 2013 nnd issue the bonds descnhed berem:
THEREFORE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLL~GE
STATION, TEXAS THAT:
Section 1. Boo& Authorized. Pursuant to Article 717k and Article 1111 eL seq., Vernon's Texas
Statutes. as amended, and other applicable law. the City's bends am hereby antbonzed to he issued to be destgnatad
as the "City of College Smuun, Texas Utility System Revenue and Refunding Bonds, Series 1993" in the aggregate
I~incqml amount of $3.850,000 with $3.700,000 being tssued for the purpose of extundmg and unproving thc C~ty's
ex~stmg sanitary sewer system, with SI,000,000 bemg msued for the purpose of extending and improving the City's
exmmg electrsc hght and power system, and with $1,150,000 ~r the purpose of providing money for thc advance
refunthng of the followmg outstanding bonds of the Ctty (colleclzvely. the "Refunded Bonds) on Felm~aty 1, 1995,
and paymg the costs of tssuance of the Bonds:
Deseripumi
Utdlty System Revenue Refunding Bonds,
Series 1985
Tots{
Maturities Amount Amount
robe tohe not
Refunded Refunded Refunded
1997 $ 120,000 $2.055,000
1998 25,000 2,000.000
2000 890,000 600,000
Sl,035.000 $4.655.000
Section 2. Dates. Maturities. nnd Interest Rarest. The Bonds shah be dated June I. 1993. shall be [] the
denomination of $5.000 or nny []tegral []ultiple thereof, sludl be nu[]bered consecutively from R- 1 upwm'd, end shah
[]atore on the []aturity date. in each of the ye~s. and in the amounts, respectively, as sot forth in the following
schedule and shall bear mtercat at the fullowlng rates per ennu[]:
MATURITY DATE. FEBRUARY I
IN'ITu. REST /lq I'm(EST
YEAR AMOUNTS RATES YEAR AMOUNTS RATES
1994 $ 10.000 6.50% 2004 $250000 5.10%
1995 220.000 6.50 2005 250.000 5.25
1996 275.000 6.50 2006 250.000 5.40
1997 390.000 4.75 2007 250.000 5.40
1998 295,000 4.05 2008 250.000 5.50
1999 270.000 4.20 2009 250,000 5.50
2000 1.140.000 4.40 2010 250.000 5.50
2001 250.000 4.60 2011 250.000 5.60
2002 250.000 4.80 2012 250.000 5.60
2003 250.000 5.00 2013 250.000 5.60
Such interest shall be payable on February 1. 1994. and semmnnually thereafter on August 1 and Fei•my 1. Said
interest shall be payable to the registered owner of eny such Bond in the []enner l~ovided in the FORM OF BONDS
set forth in tins Ordinance.
Seefion3. ' htofPriorRedem fion. The City reserves the nght to redeem the Bonds matunng on or after
Februm, y 1. 2004. in whole or [] part [] pnncipal amount of S5.000 or uny lntegrul multiple thereof, on Fei•tory
1. 2003. or eny date thereafter, at the par value thereof to be redeemed nnd shall duect the Paying Agen~RngisRur
to call by lot Bonds, or pomens thereof, wxthin such []aturity or []aturities and in such prmctpal amounts, for
rede[]pt[]n.
Notice of such rede•pr*on shall be given as ixovided in the FORM OF BOND in SecRun 5 hereof. If such
notice of redempuon is given, end if due provision for such payment is made. the Bonds. or the portions thereof
which arc to be so redeemed, thc~'cby automatically shall be redee[]ed prior to ~ scheduled maturities, and shall
not be, ar interest after thc date f'Lxed for their redemptinn, and shall not be regarded as being ontsmmling except for
thc right of the registered owner lo receive the rede[]pfien price plus ucc. rued intc~cat to thc date fixed f~- redemp6on
from the Paying Agent/RngLm'nr out of the funds provided for such payment. The Paying Agenl/~gistrm' shall
record [] the RegisUation Books aH such redemptions of principal of the Bonds or any portion then~of. By the date
fixed for eny such redemlmon duc provision shall be nmde by thc City with the Paymg Agen~/RngisRur ~r the
payment of the required redemption Imco for the Bonds. or thc portions thereof which are to be so redeemed, plus
accrued interest thereon to the date fixed for rede[]ption. If such notice of redeml~Jon is given end if duc provision
for such pay[]ent is made. all as provided above, the Bonds. or the portions thereof which are to be so redeemed.
thereby automatically shah be redeemed prier to then' scheduled []nmr~ties end shall not bear interest niter the date
fixed for then' federal•on end shah not be regarded as being ontstnndmg except for the right of the registered owner
to receive the redemption puce plus ucc•ed interest to thc date fixed f~r redemlrnon f~xn the Paying Agent/RegisRur
out of'thc funds provided for such pny[]ent. If a po•on of eny Bond shaH be redeemed, n subStitute Bond or Bonds
having the snme ~nmrlty dale. benring interest at the s~nc rate. in eny denommation or denommatioas m eny
mtegral multiple of $5.000. at die written request of. the rngistm'ed owner, end in en nggregnte principal amount equal
to the unredeemed portion thereof, wall be issued to the regisgred owner upon the sunender thereof for cencehauon.
at thc expense of the City all as provided in this Ordinance.
Section4, P 'n A nt/R ' r. (a) The City shaH keep or cause to be hept at the principal corpomte
trust office of thc Paying Agent/Registrar herein named, or such other bank, Rust company, fmencial insutotton, or
other entaty duly qualified end legally authorized to serve and perform dunes of end se~'vicus of Paying
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Agunt/Rcgislrar, named in accordance with the provisions of (g) of this Scctiun (thc "Paying Agenl/Regt~rar'*). books
or reunrds ut' thc registration and transfer of the Bonds (the '*Registration Bunks'*), and thc City hereby appoints the
Paying Agent/Raglstrar as its registrar and transfer agent to keep such books or records and make such u'ansfers and
registrations under such reasonable regulations as the City and Paying Agant/Registsur may prescribe; and thc Paying
Aganl/Rcgisffm- shall make such transfers and regmtrattous as herein provided. It shah be the duty of the Paying
Agenl/Regislrar to obtain from thc regmtered owner and record m thc Rcgistra~un Books thc nd,~eas of such
relgstered owner of each Bond to which payments with respnct to the Bunds shall be maded, as herein provided.
The City or its designee shall have the ngin to inspect the Ragislretiun Bne~s dunng regular business hours of the
Paying Ageat/Raglstmr. but otherwme the Paying Agent/Registrar shall keep the Registration Books confidential and,
unless otherwise requn'ed by law. shall not pennit their inspection by uny other entity. Registration of each Bond
may be transferred in the Registration Books only upon presentmion and surrender of such bond to thc Paying
Agent/Registrar for transfer of registration and cancellatmn, together with proper written insmunents of assignment,
in form and with guarantee of mgnatures satisfactory to thc Paying AgenORagistrar, evidencing the assignment of
the bond. or any poruon thereof m any lntegr~ muluple of $5,000, to the assignee or assignees thereof, and the right
of such assignee or assignees to have the bond or any such pomun thereof registered in thc unmu of such assignee
or assignees. Upon Ihe asmgnment and I~msfer of any Bond or any pomen thereof, a new substitute bond or bonds
shall be issued m exchange therefor in the manner herein provided.
Co) The enuty in whore name any Bond shall be registered m tho RegisUat]on Books at any time shall be
ueated as thc absolute owner thereof for all pu~ses of this Ordinance, wbether or not such bond ,*hnll be overdue.
and the City and thc Paying Agent/Registrar shall not he affected by any notice to thc contrary unless otherwise
required by law: and payment of, er on account of, thc p~incipal of. premium. E any. and interest on uny such bond
shah be made only to such registered owner. Ali such payments shall be vahd and cffnctual to ~t~,~fy and diachargc
the iJabthty upon such bond to the exteat of the sum or sums so paid.
(c) The City hereby further eppomts the Paym8 Ageat/Ragtstrm' to act as the paying agent fi~- paying the
principal of and interest on thc Bonds. and to act as tis agent to exchange or replace Bonds, all as provided in this
Ordinance. The Paying Agent/Regtslrar shall keep proper records of all payments made by the City and the Paying
Agenl/Regislrar with respect to the Bonds, and of all exchanges of such bonds, and all replacements of such bonds.
as provided tn this Ordinance.
(d) Each Bond may be exchanged fo~ fully registered bonds in the manner set ~nh herein. Each bond issued
and dehvered pursuant to this Or&nanec. to the estent of the unpaid or unredeemed principal balance or principal
amount thereof, may. upon surrender of such bond at thc principal corporate truss office of the Paying
Agenl/Regiswar. together with a written request therefor duly executed by the registered owner or thc assignee or
assignees thereof, or its or then' duly authorized attorneys or represeatattves, with gannmtee of signatures sutisfactory
to the Paying Aganl/RegLstrar, at the option of the registered owner or such assignee or assignees, as app~te.
be exchanged for fully registered bonds, without interest coupons, m thc form prescribed in the FORM OF BONDS
set forth tn tins Ordinance, in the denomioauon of $5,000. or any mtegral multiple of $5,000 (subject to thc
requirement herenmfter stated that each substitute Bond shall have a single stated maturity dnl~), as requested in
writing by such registered owner or such assignee or assignees, m an aggregate principal amount equal to Hie unixnd
or unredeemed principal umunnt of any bond or bonds so sun~dered, and payable to the appropriate registered
owner, assignee, or assignees, as the case may be. If a portien of any Bond shall be redeemed prior to its scheduled
maturity as provided herein, a substitute bend or bunds having thc same maturity dnte. bearing interest at the asme
rate, in the dunommation or denominauons of any integral multiple of $$.000 at the request of the registered owner.
and in mi aggregate principal amount equal to the unredeemed pomon thereof, will be issued to the registered owner
upon sm'render thereof for cancellation. If uny Bond or pomun thereof is assigned and Iransfl~rred. each bond issued
in exchange therefor shall have the same pnnelpal p~u~rity date and bear interest at the same rate as the bond for
which it is being exchanged. Each substilute bond shetl bear a leUer and/or number to distinguish it from each other
bond. The Paying Agen~Reglstrnr shah exchanga or replace Bonds as p~ovided berem, and each fully registered
bond dehvered tn exchange for or replacement of any bond or pottlou thereof as permitted or requued by any
provision of this Ordumnce shall consotute one of thc Bonds for all purposes of thru Ordinance, and may agnm be
exchanged or replaced It is specifically provided, however, that any bond delivered m uxchanga for or replacement
of enothel' bond prior to the f'J~t scheduled interest payment dns.~ on the Bends (as slated on Ibc face thereoO shall
be dsted the same dnte as SUCh bond. but erich substJtuli bond so delivered on or aflir such f'~t scheduled inlirust
payment dali shall be dated as of the intent payment date preceding the da~ on which such substituli bond
delivered, unless such bond is delivered on an xnlirest payment dn~.~, m wTnch case it shah be dined as of such
of delivery; provided, however, that if n~ the time of dehvery of nny substltuli bond the m~..ust on the bond for
which it is being exchanged has not been paid. then such bond shuil be dated as of the dm.. to wiuch such interest
has been pard m I'uli. On each substJmli bond issued in cxchenBc for or repaucement of any bond or bonds issued
under this Ordinance there shall be pnnlid thereon u Paying A~enl/Rnglslrer's Authentication Ce~dl'zc.a~e. in thc fmTn
hereinafter set forth. An anthonzed representmive of thc Paying Agent/Rngis~-ar sindi, before thc delivery of nny
such bond. dali such by dating the Authentication Cefl]fica~c in the n'muner set forth above, nnd manmdly sign such
Cerhficat¢. end no such bond shall be deemed to be issued or onlslaedJng unless such Cemficato is so executed.
The Paying Agenl./Regislrer promptly shidl cancel nil Bonds sim'endured fur exchange or r.-placement. No ~ldil*j::lna]
ordinances, orders, or resolutions need be passed or adu~ by the City CouncU or uny other body or person so as
to accomplish the foregoing exchange or replacement of nny Bond ur ponlon thereof, end ~e Paying Agenl/Rngistrar
sludl provide for Ibe pnnttng, execution, nnd delivery of the substuuli bonds in the manner pescnbed herein, and
smd bonds sbs]l be of type composition p]']nled on paper with lithngraphed or slicl engraved borders of custonmry
wezght and strenlith pursuant to A]'ficle 717]t-6. V.T.C.S. and perticuindy Sec~Jon 6 thereof, the duty of such
exchange or replacement of bonds as nforesuid is hereby imposed upon the Paying Agent/1~gisnar. nad upon the
execution of the aferementJoned Paying Ageat/Rcliislrer's Autbendc~Jon Ceflificate~ thc exchanged or replaced Bond
shrill be valid, inconlistuble, end en~tcceble in the same manner and wxth the same effect as the Bonds which
originally were delivered ~t to this Ordinance. npprovnd by the Attm~ey Genera]. end reli]slmed by the
Comptroller of Public Accounts. Neither the City nor the Paying Agent/Regislrar shall be requited (1) to issue.
transfer, ur exchange any Bond subJeCt to redemption dunng a period beginning at the opemng of business 15 days
before the day of the rust mmJlng of a nouce of redempuon of Bonds and ending nt the close of business on thc day
of such nladmg, or (2) to transfer or exchange any Boed n=i~r It is selected for redeml~on, in whole or In paxt when
such redemption is scbeduled to occur wltl'dn 30 calendar days: provided, however, that such limitation sludl not be
applicnble to an exchange by the owner of the uncurled principal halence of a Bond.
(e) All Bonds issued An exchange or repincemenl of uny other Bond m' portion thereof. (0 shall be ~ssucd in
fully rnglslired fro'm, w~tbout mlerest coupons, with the pnneipld of and lnlirest on such bonds to be payable onJy
to the registered owners thereof. (ii) may be redeemed prior to their scheduled matunues. Olt) may be IransfcaLc. d
and asmgned, ely} may be exchanged for other Bonds. (v) shall have the chamcterimJcs. (v0 shall be signed and
sealed, and fy]0 the principal of and mter~t on the Bonds shall be payable, all as provtded, and in the manner
~uu'ed or mdicalid, m the I='ORM OF BONDS set forth m Ihis Ordinance.
(0 The City shall pay nj] of the Paying Agcnl/Rngistrar's reasunnble and customary fees and charges for
muking Iransfers. conversmns, and exchanges of the Bonds m nccordance with an agreement between the City nnd
the Paying Agent/Relilstmr. but the reg~lired owner of any Bond requesting such I]'ansfer shall pay any Iq.xes er
other liovemmenlal charges required to be prod with reject thereto. Tn ndd]tion, the City hereby covenants with the
rnglslired owners of the Bonds that it wJ. LI pay the reasonable and slandm'd or custommy fec~ and cherges of the
Paying Agent/Regsstrar for ils services w,th respect to the payment of the prinopal of and Tnlirest on the Bonds.
when duc.
(g) The City coveennts with the registered owners of the Bonds ~ 8t nil tunes winJ¢ the 8onds 8re
ontslanthng the City will provide a competont and legally q~Jfied hank. trust compeny, finnncial institution, or other
enhty duly q~lfied and legally anthorized to serve as nnd ped'u., the dudes and se~'ices of Paying Agent/Rngsslrar.
to act as and perform thc servu:es of Paying Agen~Reglslrar t'or thc Bonds under this Ordinance. m~l that the Paying
Agent/Rngismu' wiU be one enuty. The City reserves the right to. and may. at its option, change the Paying
Agent/RegJslrBr upon not less 0urn 60 days written notice to the Paying Agent/Rel~sU'Br. In the event tiuU the enuty
at any tune uctmg as Paying Agent/Rugislrar (or its suucessor by merger, acquisition, or other method) should resign
or otherwise cease to ncr as such. the City coveannla that promptly ti will ~ppoint a compelent end Ingally (~mlified
nauonaJ or slate hanlung institutmn which sludl be n cotponmon organized and doing business under thc laws of the
Umlid $lales of Amertca or of any state, anthonzed under such izws to exercise Imst powers, subJect to supervrsien
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or exarpi,~.on by federal or stat~ Authomy. and whose o. amh fic~tlons substantuUly are slmlhr so the previous Pa3dug
Agenl/Registrar to act as Paying AgenVRnglstrar unde~ this Ordinance. Upon any change in the Paying
Agent/Registrar. the previous Paying Agent/Registrar promptly shah transfer and deliver' the Registration Books (or
a copy thereof), along with nil other pertinent books and records relating to the Bonds. to the new Paying Agem/Reg-
ist~ar dec~nated and appointed by the City. Upon any change in the Paying Agent/Rngi~ar, the City promptly will
cause a written nonce thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds.
by United S,ntes mail, postage prepmd, which notice also shall gsve the address of the new Paying Agant/Rngimar.
By accoptmg the position and performing as such, each Paying Agenl/Rng~sWar shall he deemed Io have ~ to
the provmons of this Ordinance. and a cerafied copy of this Ordinance shall he delive~d to each Paying
Agenl/Reglstrar.
Section S. Forms. The form of the Bonds. including the form of Paying Agenl/Rngtmnr's Certifice~. the
form of Assignment. the fi~rm of Statement of Insurance. the form of the Comptroller's RenisUnllon Certificate Io
accompany the Bonds on the lmUal dehvery thereof, shah be. raspecuvely, SlthSlBDtinlly as follows, with ~
approprmte vnmtioas, omissions, or insertions as are permitted or reqmred by this Ordinance:
FORM OF DEFINITIVE BONDS
NO
FORM OF BONDS:
Umted States of America
Slate of Texas
CITY OF COt.L{~GE STATION. TEXAS
UTILITY SYSTEM REVENUE AND REFUNDING BOND, SERIES 1993
INTF_REST RATE
ISSUE DATE CUSIP
· , $ouo 1. 1993
PRINCIPAL AMOUNT:. $
RF-.OIS~D OWNER:
THE CITY OF COLLEGE STATION, TEXAS (the "City") hereby F,~a.,mas to pay to the Rng~.zed Owner,
specified above, o~ the registezed assignee (the "Registered Owner") the Pnncipal Amount, spex:ified above, and to
pay interest thereon from the Issue Dine. specified above, to the Maturity Date, specified above, at the hilerest Ra~.
spacif~l above, with smd interest hemg payable on Febnmry 1. 1994. and semiannually on each August I and
February I thereafter.
THE TERMS AND PROVISIONS of tins Bond are coatmued on the ~ side hereof and shah for nil
purposes have the e, ame effect as though fully sel forth al this p{ac¢.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m lawful money of the Umled States of
America. without exchange or collecuon charges. The Imncipal of ~is Bond shall he paid to the registered owner
hereof upon presenmuon and surrender of this Bond al maturity at the princq~l coqx~ate Irus~ office of TEXAS
COMMERCE BANK NATIONAL ASSOCIATION. HOUSTON. TEXAS, which is the "Paying Agoul/Rugi~{,,"
for this Bond. The payment of interest on this Bond shall he ~,nde_. by the Paying AgenVRegtstrar to tho registered
owner hereof as shown by the RngistraUon Books kept by the Pa3ung Agent/Reg~rar at the cio~e of business on the
Record Date by check drawn by the Paying Agem/Reg,,,Irar on, and payable solely f~om. funds of the Cay required
to he on deposit with the Paying Agent/RngisUar for such propose as he~innfter provided; and such check shall he
sent by the Paying Agenl/Regislrar by Umted States mn, I. postage prepaid, on each such interest payment dnt~, to
the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar,
ns hemmnfter described. The r~.~a'd dau~ ("Record Date") for the interest paynble on any interest payment date
means the fifteenth calendar day of the month ixucedmg a scheduled interest payment. In the event of a non-
payment of mterest on a scheduled payment dale, and for 30 days tbereafln-, a new n~rd da~,~ for such mterest
payment (a "Special Record Date") will be estabhsbed by the Paying Agent/Registrar. tf and when funds for the
paymenl of such interest have been recetved f=rom the Oty. Nouce of the Special Reeord Date and of the eche~hded
payment d.~ of the pest due []retest (the "Special Payment Date". which shall be I $ calendar days after the Special
Record Date) shall be sent at least five bus[]ess days prior to the Spactal Record Date by United Stales mail. tn. st
class, postage prepaid, to the address of each registesed owner of a Bond appearing tm the books of the Paying
Agent/Registou' at the close of has•ess on the last business day next preceding the date of mading of such not~ce.
The City covenants wtth the registered owner of this Bond that no Inter than each principal payment date and mtesest
pay•ant dnt~. for tiff8 Bond it will make avatlnhle to thc Paying Agent/Regzslmr the amounts rcqmred to provide for
thc pay[]ent, in im[]ediatcly avadable funds, of all pnuctpal of and mtesest on the Bonds. when due. in the manner
set fi~h in the ordtnance authorizang the issuance of the bonds adopted by the City Council of the C*ty on .rune 23.
1993 (the "Orthnanee").
*I~ TIIE DATE for the payment of the principal of or []terest on dus Bond shall be a Satorduy. a Sunduy.
a legal holiday, or a day on whtch benlung msmuttons [] the city where thc Paymg Agent/Regsswar is located are
authorized by law or executive order to close, then the date for such payment shall be the next succeeding duy which
is not such a Saturday. Sunday. legal boliday, or day on winch banking insmutious are authorized to close; and
payment on such date shnii have the same force and effect as tf []nde on the ougmal date payment was due.
*TI-HS BOND ~s one of a series of bonds of ldte teeor and effect except as to denomination, nu[]ber, maturity.
interest rate and right of prior redempaan, issued tn thc agg~ngate pnnctpal amount of $5.850.000 wtth $3.700.000
being •sued for thc propose of extendmg and improv[]s the City's ex~st[]g sanitery sewer system, with $1.000.000
be[]g issued for the purpose of exten&ng and unprovm8 the City's exmm!g elecmc hght and power system, and with
$I.150,000 bemg tssued for the purpose of providing []oany for the advance remanding of curia• cotstandmg bonds
of the City (the "Reft•tied Bonds), and paying the costs of issuance of the Bonds.
*THE BONDS of thts series scheduled lo mature on and after Fel~unry 1, 2004 may be redeemed prior to then'
scheduled []aturiuas. in whole or in part. m prmctpal amounts of $5.000 or any integnfl []nitiple thereof, at the
option of the City. on February 1, 2003, or on any date therenftec, for the pneeipal amount thereof plus accrued
interesl to the date I'~xed for rede[]plion.
*NOTICE OF REDEMPTION shall be sent by the Paymg Agent/Registrar by Untied States []ail, fast-class
postage prep•d, at least 30 days prior to the date fLXed for any such redemption, to the registered owner of each
Bond. or po•on thereof to be redeemed, at tts add*ess as It app~ OU the Regislratton Books co the 45th day prim'
to such rede[]pt[]n date and to nmjor securmes depositories, national bond rating ngencins, and bond infor[]adon
servtces: provtded, however, that the f',uinre to send. []n.I. or receive such not, ce. or any defect thamin or m the
seadmg or mnH[]g thereof, shall not affect the vnHthty or effectiveness of the pmeeedings for the redemptton of any
Bond. By the da*e fixed for any such redemption, duc prowsion sbstl be made by thc City with the Paymg
Agent/Regtstr~ for the payment of thc fuqua.ed rede[]pnon price for tins Bond or thc pomou hereof which is to be
so redee[]ed, plus ucc•ed interest thereon to the date fixed for n~..znptiou. If such no~e of redcmptsou is liiven.
and if due provtston for such payment is []adc. all as pmwded above, tiffs Bond. or the pomou thereof which ~s to
be so rndee[]ed, thereby antamaticelly shnH be redeemed prior to its schednied maturity, and shall not bear inte~st
after the dnl~ fixed for tts rede[]phon, and shall not be regarded as being outstanding except for the right of the
regtstered owner to receive the redemption price plus accrued interest to the date fLXed f~ rede[]ptiou fro[] the
Paying Agent/Reilistrdr out of the funds provided for such payment The Paying Agenl/Rngistrm' shall record in
the Registx'ation Books all such rede[]pUons of principal of this Bond or any portion hereof. If a portion of any
Bond shall be redee[]ed n substitute Bond or Bonds hnvmg the same []aturity date. beanng mterest at the same rate.
in any denounnauon or denominnt~ous [] any mtngral []ultiple of $5.000. at the written request of the regtstered
owner, and tn aggregate pnectpol amount equal to the ueredeemed portton thereof, will be issued to the registered
owner upon the surrender thereof ~'or cancellation, at the expense ol' the City. nH as provxded in the Ordmance.
6
*ALL BONDS OF 'rills SERIES are issuable solely as fully rngmte~xi bonds, without interest coupons, in
[he denomination of any mtagrel mul~ple of $5,000. As provided in tho Ordinance, Offs Bond, or any unredeemed
potion hereof, may. al the request of the registered owner or the a.~igeue or as~iguees hereof, be assigned,
transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons.
payable to the appropriate regtsterod owner, asmgnce, or assignees, as the case nmy be. having the same mntority
dnl~., and beanng mterest at the same rate. [] any deenmmation or danomlna~ens in any integral multiple of
as requested [] writing by the approprmte registered owner, ass~gnce, or assignees, as thc cese may be. upon
sur~nder of this Bend to thc Paying Agent/Ragistrer for cancellation, all in nccon:isnce with the fo~n and procedures
set forth in the Ordinance. Among othe~ reqan'ements fi~r such assignment and u'anst~', this Bond mum be ps~..nted
and sun~ndered m the Paying Agnnt/Regisuar. tognther with proper instruments of assignment, in form and with
guarantee of signatures sausfuctory to the Paying Ageat/Regt~a'ar. evidencing ass~nment of dfis Bond or any po~on
or portions hereof tn any integral multiple of $5.000 to die assignee or nssignces in whose nmne o~ names this Bond
or any such pomon or portions hereof ~s or ere to he transfen'od and registered. The form of Assignment printed
or endorsed en tius Bond may be executed by the registered owner t~ evidence the assignment here~, bet such
method m not exclusive, and other insmmtents of assignment satminetory to the Paying Agenl/Regismn' nmy be used
to evtdance thc assignment of this Bond or any portion or portions hereof from time to time by the registered owue~.
The City shall pay the Paying Agenl/RegssUnr's reasonable standerd or casto[]nty fees and charges for transfening.
converting and exchanging any Bond or pomen thereof: provided, however, that any taxes or govenlmental charges
requtred to be prod with respect thereto shnll be paid by thc one requeslmg such transfer, conversion and exchange.
In any ctreumstance, neither the Ctty nor the Paying Agenl/RngmU~ar shall be required (I) m make any mmsf~r or
exchange dunng a period beginning at thc opening of business 1 $ days before the day of the first mndmg of a nonce
of redcmplion of bonds and ending nt the close of business on thc day of such Ipn*hng, or {'2) to i~ssfer or exchange
any Bends so selectod for redemptten when such redemptlen ~s scheduled to occur within 30 calendar days: l~rovtded.
however, such limttation shall not be apphcablc to an exchange by thc regJstered own[]- of the uncalled principal
balance of a Bond.
*IN THE EVENT any Paying Agent/Regtstrm' for the Bonds is changed by the City. resigns, or otherwise
ceases to act as such. the City has covenanted in the Ordinance that it promptly will appoint a competent and legeHy
qualified substitute therefor, nnd promptly will cause written notice thereof to be mailed to the registered owners of
the Bonds.
*BY BECOMING the registered owner of this Bond. the registered owner thereby acknowledges all of the
terms and proviszons of the Ordinance. agrees to be bound by such terms and IXOVisions. acknowledges that the
Or(hnauee is duly recorded and avmlnhle for mspecuon [] the officlul minutes and recon:is of the C~ty. nnd agrees
that the terms and provimons of tins Bond and the Or&nance consutme n contract between each regmtered owner
hereof and the Ctty.
*THE CITY HAS RESERVED THE RIGHT. subJeCt to the resmct,ons stated, and adopted by re~erence, in
the Ordinance. to issue ad&fienul parity revenue bonds wiuch also may he made payable frem. and secured by. a
f'~t hen on and pledge of the "Net Revenues" of the C~ty's combined watesworks system, sewer system, and electric
light nmi power system (as defined and described in the Ordinance) on a panty with the prevtonsly issued panty
bonds mcin&ng thc Bonds.
*THE REGISTERED OWNER HF. RF. OF shah never have the right to demand payment of this obligation oat
any funds raised or to be raised by taxatlen, or from any source whatsoever other than thc nfoc",~id Net Revenues.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized, l~uod and
dehvercd; that all acts, con(htlons and things requn'cd or proper to be perfo~ned, exist and be doue IXuccdent to or
in the anthorizatton, issuance, and dahvery of flus Bond have been perfoimed, existed and been done in accordance
with law: that this Bond is a specml obligation: and that the principal of and interest en this Bond together with
outstanding panty revenue bonds arc payable f~om, and secured by a first lien on and pledge of, the Net Revenues.
7
IN TESTIMONY WHEREOF. thc City Council has canscd thc seni of the Oty to be duly impressed or placed
[] facsimile hereon, and dus Bond to be slgncd with the imprinted facmmfl¢ signature of the ~ and
countersigned by the facsimile signature of the City Secrei,~y.
City Secrelax'y. City of College Station Mayor. City of College Slatton
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHEICrlCATION CERTIFICATE
PAYING AGENT/REGISTi~'S AUTHENTICATION CER-i'~iCATE
It is hereby cenifind that this Bond has benn issued under the pmvismns of the Orthnancc dcscrthnd on thc
face of flus Bend; and that this Bond has benn issued in exchange for or replacement of a bond, bonds. ~ a p~on
of a bond or bonds of an issue which onlllnally was appwvnd by thc Attorney C-encral of thc State of Texas and
rc~ste~ by thc Complroiler of Public Accounts of thc State of Texas.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
HOUSTON, TEXAS
Puyin~ Agent/RegL~rar
By.
Authonznd Rcprcscnlativc
FORM OF STATEMENT OF INSURANCE
*STATEkiEZqT OF INSURANCE
The Manlclpal Bond invesiors Assurance Coqtoratton (the "Insurc~') has issued a policy containing the
following provisions, such policy hnng on file at Texas Commerce Bank NImenal Assucllmon. Houston. Texas.
Thc Insurer, in cenmderatien of thc payment of the l~mium and subJect to thc terms of this policy, hereby
unconditionally and nTevocably gum-antees to any owner, as hereinafter dufmed, of the following described
oblillations, thc full and complete payment required to he nmde by or on behalf of Ibe Issuer to Texas Commerce
Bank Nalional Associa~on or its successor (thc "Paying Agent") of an amou~ eq~ to (i) thc prindpal d (oither
at the stated maturity or by any advancement of maturity pursuent lo a mandutory smiting fund payment) and interest
on. the Obligauons (as that term is def'med below) as such payments shall become duc but shall not be so prod
(except that [] thc event of any accelenmon of lite due date of such principal by reason of mnndatmy or optional
redemption or acceleration resulting from dcfanlt or otherwise, othe~ than any advancement of maturity pursuant to
a mandatory mnlong fund payment, the payments guaranteed hereby shall he made in such emonnts and at such times
as such payments of pnnc~pal would have been due had there not been any such accelennon); and ('ti) the
rennburscment of any such payment which is sub~equendy recovered from any owne~ pursuant to n final judgment
by a court of competent junsdiction that such payment constitutes an avoidable preference to such owner within the
meamng of any appficable bankruptcy law. Thc emounts referred to in clnuses (i) and (ii) of the I~ecnding sentence
singl he referred to herein collectively as the "Insured Amounts" "Oblisations" shah mean: *$5.850.000 City of
College Slatlon. Texas Utd,y System Revenue and Refand, ng Bonds. Series 1993'.
Upon receipt of telephonic or telegraphic notice, such notice subsequently confmned m writing by registered
or enrufied marl, or upon receipt of written notice by reBistered or certified mail. by the Insurer from the Paying
8
Agent or any owne~ of an Obhgatmn the payment of an Insured Amount for which is then due. that such required
payinent has not been made, the lcsu~r on the due dale of such payment or within one business day after receapt
of nouce of such nonpaymem, whichever is later, will make a deposit of funds, m an account with Citibank. N.A..
m New York. New Yoflt, or its successor, sufficient for the payment of eny such lnsm~,d Amounts which ase then
due Upon presentment and surrender of such Obligations er presentment of such other proof of ownet~lfip of the
Obhgafions, together wtth any appropriate msmunents of assignment to evidence the assignment of the Insured
Amonms due on the Obligations as ~e paid by the Insurer, and approl~ate instruments to effect the appointment
of the Insurer as agent for such owners of thc Obligaduns in any legal ia'ucending relnted to payment of lnsorcd
Amounts on the Obb?hocs. such msmimcats being in a form sa~sfactory to Citibank. N.A,. Citibank, N.A. shall
disburse to such owners or the Payiag Agent payment of the Insured Amounts due on such Obligations. less any
amount held by the Paying Agent for the payment of such Insured Amounts and legally availnble therefor, This
policy does not insure against loss of any prepayment premmm which may at any nme be payable wzth respect to
any Obligation.
As used herein, thc term '*owner" shah mcan the reglste~d owner of any Obligation as ~ndicated m the books
mmnlained by lite Paying Agent. thc issuer, or any desigaen of thc Issue~ for such propose. Thc term owner shall
not lucleda file Issuer of ally pat~y whose agreement with the Issuer constitutes Hie underlyiag security for thc
Obhgatmns.
Any service of process on thc lnsure~ may he made to thc Insurer at its offs:cs located at 113 King Suuet,
Annonk, New York 10504.
This pohcy is non-cancellable for any reason. Thc premium on thcs policy cs not refundable for any reason
including the paymem prior to maturity of the Obligations.
DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the Insurer is unable to fuLrd] its
contractual obligation under this policy or contract er applicauon or cemficate or cvzdonue of coverage, the
policyholder or cemficateholder cs not protucted by an ~nsumnce guaranty fund or other solvency protection
arrangement.
FORM OF ASSIGNMENT
*~S~NMENT
FOR VALUE RECEIVED, the undemgued registered owner of this Bond, or duly authorized representalive
or attorney thereof, hereby assigns this Bond to
/ /
(Assignee's Soc~al Secunly or Tax Payer ldentd]catmn number) (Pnnt or tyFe Ass*lmee's names and addr~s z~ np code)
and hereby arrevocably coastimtes and appoints
attorney to transfer the registration of this Bond on thc Paying Agant/Reglslntr's Ragiswation Books with full power
of substztuUon in the premises.
Dated
Signature Guaranteed:
NOTICE: Signnmre(s) must be
gumanteed by a mnmher rum of
the New York Stock Exchange
or a commercial bank or trust
NOTICE: 't'no signatm'e above must cotresFond
with the unme of the Registered Owner as it
appen~ upon the fiont of this Bond in every
ixmicular, without altemtmn or enlargnment
9
any change whatsoever.
The following abbreviations, when used an the assignment above or on thc face of the within Bond, shall be
construed as though they were written out in full according to apphcablc laws or regldmlons:
TEN COM - as tenants tn common
TEN ENT - as tenants by the cnttrcties
JT *IFaN - as joint tenant with right of surwvorshlp and no~ as tenants m common
UN'IF GIFT MIN ACT - Custodian under Unxfu, su Gifts to Minor Act
(Cust) (l~nor)
(Smtc)
Ad&uonal abbrevmuons may also be used though not in thc list above.
NOTE TO PRINTER:
*~s to be on revm'sc rode of de~mmve bonds
FORM OF INITIAL BOND
The Initial Bond shall be [] the form set forth above for the Defimtive Bonds. e.-_~_nt Ihe followinR ,h.ll
re~ace the heading and the Ih*st three .nommnh~
NO. I-I
Umted States of America
Stale of Texns
CITY OF COI.r.~OE STATION. TEXAS
UTILITY SYSTEM REVENUE AND REFUNDING BOND. SERIF_,S 1993
Issue Date'
June 1. 1993
Rcgistm~l Owne~.
Principal Amount: FIVE Mn.i .ION EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($5,850,000)
THE CITY OF COt .i -~;-GE STATION, TEXAS, for value received, ncknowled~es ilscff indebted to and hereby
promtses to pay to the order of the Registered Owner. specified above, or the rcgistel~d assigns Ihexeof (the
"Registered Owner"), thc Principal Amount. Slx:cified above, wtth pnncipal mslaHments payable mi February 1 m
each of the years, and beanng intexest at per annum rates [] accordance with thc following schedule:
YEARS OF PRINCIPAL INTEREST
STATBD lvL~TURJ-i'u~S I]q'STALL~S I:La. TES
S
(information to be inse~cd from schedule in Secuon 2 hem'eof.)
INTEREST on thc unpaid Principal Amount hereof fxom the Issue Date, R)ecified above, w from the most
recent interest payment d_n_!e tO which interest has been paid or duly provided for until the Princtpal Amount has
become due and payment thereof has been made m' duly provided for computed on the basis of a 360-day year
twelve 30=day months: such interest being payable on February 1 and August I of each yem'. commencing
I, 1994.
10
THE PRINCIPAL OF ANt) IN'r~I,~.EST ON this Bond are payable in lawful money of the United Slates of
America. without exchange or collect,on charges. Thc l'man payment of principal of this Bond shall be paid to the
Registered Owne~ hereof upon presentation end surrender of this Bond at i'mal maturity, at the princkual corporate
trust office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Houston, Texas, which is the "Paying
Aient/Rng,stear" for this Bond. The payment of pdncq~l installments and interest on tins Bond shall be made by
the Paying Agent/RegisUar to the Rei,stered Owner hcA'eof as shown by the Rng~U'ation Books kept by the Paying
Agent/Registrar at the close of business on the Record Date by check drawn by the Paying Agent/Registrar on. and
payable solely from. funds of the C,ty required to be on dsposu w, th the Paying Aient/Regisuar for such pot, pose
as he-remnafter provzded: and such check shall be sent by the Paying Agent/P. eg~strar by United Stsles mail, postage
preplnd, on each such paymenl date. to the registered owner hereof at its address as it appears on the Registration
Books kept by the Paying AgenVRng, sttar, as hereinafter descnbnd. The record clnl'~ ("Record Date") for payments
bexeon meens the last calendar day of the month preceding a scheduled paymonc In the event of a non-payment
of inlesest on a scheduled payment date. end for 30 days thereafter, a new record date for such payment (a "Special
Record Dnte") will be established by the Paying Agent/Rngistr~r. ,f aud when funds for the payment thereof have
been received from the City. Nouce of the Specnd Record Date end of the scheduled payment date of the past due
payment (the "Spec,al Payment Date". which shall be 15 calendar days after the Special Record Date) shall be sent
at least five businass days prior to the Specml Record Date by Un,ted SIn~s mail. lb-st clnss, postage prepaid, to the
address of the Reg,stered Owner appenring on the books of the Pay,rig Agenl/Rngistrnr at the close of business on
the last basmess day next preceding the date of rending of such nouce. The Oty covenants w,th the Reg,stered
Owner that no later than each pnncipal mslanlment payment date end interest payment date for flus Bond ,t will make
avatlable to the Paying Agent/Registrar the amounts requtred to prowde for the payment, in immedm,ely available
funds, of all principal of end interest on the Bonds. when due, in the manner set forth tn thu ordimmc¢ authorizing
the sssuence of the Bonds adopted by the Ctty Couned of the C,ty on June 23. 1993 (the "Ordinance").
FORM OF COMFrROLLER'S CER-r~,CATE
(A'I'FACHED TO THE INITIAL BOND)
OFFICE OF CO~OLLER: REGISTER NO.
STATE OF TEXAS:
I hereby certtfy that tIns Bond has been examined, ca'tRied as to vahdity, and npproved by the Attorney
General of the Slate of Texas. end that this Bond has been regtatered by the Compu'oller of Pubhc Accounts of the
State of Texas
Wltoess my stgenture end seal tins
(SEAL)
XXXXXXX
Comlmuller of Pubhc Accounts of the State of Texas
[END OF FORMS]
Section 6, Definitions. As used tn this Ordinance. in addition to other defined terms here, n, the following
terms shall have thc meanings set forth below, unless the text hereof specificanly indicates othea'wise:
"Ad&tiunai Bonds" means the nddiuonai panty obhgat~ons wh,ch the City reserves the rtght to ~ssue in the
future, as provided ,n Secuon 15 of th,s Ordmenc¢.
"Bond" or "Bonds" mcans one or more. as the case may be, of the Bonds authorized to be issued by this
"Bond Fund" meens the fund provided for in Secuon 13 of the Ordinance authorizing the issuance of the Series
1985 Bonds.
11
"City" and "Issuer" mean thc City of College Statim. Texas. or where approlxiate the City Council thereof.
"City Council" means the governln8 body of the City.
"Junior Lien Certificates" means the following cemficates of obligation issued by the City bearing the ,4n*,.s.
in the onginal principal amounts, and finally matunnl~ ns set funh below, to-wit:
Date .PnncJpal Amount Fired Manmty
4/17/84 $440.000 4/17/94
6/11/84 ~400,000 6/11/94
6/15/85 $393.000 6/15/99
"Net Revenues" means the gross revenues of the Systems less die reasonable expenses of operation nmi
maintenance of the Systems. including all sainnes, labor, materinls, relx~irs, and extensions necossary to render
efficient senoce: provided, however, that only such repmrs and extensions, as in the judgment of the City Council.
reasonably and fmrly exercised, arc necessnry to keep the plant or utility in operation and render adequme set,ce
to the City und the inhabitants thereof, or such ns nught be necessary to meet some physical accidunt or condlnun
whtch would otherwise impair the Panty Bonds shall he deducted in detenninlng the "Net Revenues".
"Parity Bonds" means collectively the Previously Issued Parity Bonds. the Bonds, and uny Additional Bonds.
"Panty Bonds Ordinances" means coflectlvaly thc m'dmances authonzmg the Parity Bonds.
"Previously Issued Panty Bonds" means the outstandm8 bonds named in the preamble to tlus Ordmunco.
"Refunded Bonds" means those bonds dssenbed in the preamble to thc Ordinance.
"Reserve rvhnunum" is defined in Sect*on 13¢e) hereof.
"Series 1985 Bonds" means the bonds descnhed m the preamble to die Ordinance.
"Series 1990 Bonds" means the bonds descrihed in the preamble to die Ordinance.
"Systems" means the City's entire ex~m~ waterwofl~s system, sewer system, and electric light and power
system, includm8 all pr-'.~.nt and future extonsions, eninrgcmcnts, ndd~ilons, mpinuements, and onpmvemcms diel~.
"Systems Fund" means diat fund descnhed m Secuon 9 hereof.
"Year" or "fiscal year" means the regular fiscal year used by the City in connection with die operanon of die
Systems. winch may he uny 12 consecuuve momhs pened established by the City Cunncd.
Section 7. Pledge The principal of the Pmity Bonds. redemption prenuum, if uny. and any interest payable
thereon, are and shall he secured by and payable from un irrevocable fit~t lien on and pledge of the Net Revenues.
and the Net Revenues me further pledged incvecably to the establishment and mantenance of the funds created by
the Panty Bonds Ordinances. The Parity Bonds arc not and will not be secured by or payable from a mottgase o~
deed of trust on any real. persoanl, or nuxed propemes constimlm8 thc Systems. The owners of the Panty Bonds
shall never havc the tight to demand payment of such obligatmns out of uny funds rinsed or to he rinsed by taxation.
or from any source whatsoever other than die Net Revenues. This Ordinance shall not he construed ns requiring the
City to expend any funds whtch are derived from somces other than the operarion of the Systems. but nothing hereto
shall he construed ns prevennng the City from doing so.
12
Section 8. Rotes. The City ~ovenants and a~recs with the holders of the J~aflty Bonds that Il wall:
(a) fix and n~latam ~tes ~ collect chel~es ~ the f~djtles arid servlc~ afforded by the Sysl~ns wl~ch
Mil provide revenues sufficteflt m nil tunes: (1) to pay all operauon, maintenance, deprecunion, rephr, manut, and
beltonneot char~es of the Systems; (2) to eslabllsh and mamlain the Bond Fund; (3) to generate m each year Net
Revenues equal to 1 25 times the maximum annual requiren~nts for lbe payment of the pnnclpal of and inte~ on
the X°~rity Bonds at the time outstunchng Inithough amounts shall be paid into the Bond Fund only m accordance Mth
Sechon 9 hereof); and (4) to pay all indebtedness outstanchug agamsl the Systems, other than tbu Panty Bonds,
~ncluthng the gunior ben Certificates as and when the same become due; and
(b) delx~nt as collected all revenues derived from the OlX~'atxon of the Systems into the Sys~ms Fund.
Suetion 9. Flow of Funds. There has been creat~ and established on the books of the Oty. and nceounted
for separate and npafl from nil other funds of the City, a specnd Systems Fund. Afl 8Foss revenues received fi'om
opernnon of the Systems nre and shall be deposited rote mid crnd~ted to the Systems Fund immed~n~ly upon receipt.
The necessary and reasonable expenses of operatum and maintenance of the Systems shall fhst be paid f~'om the
Systems Fund. The City shall then make substa~tln,y eq~ monthly payments into the Bond Fund (commencing
with respect to the Bonds nnd any Adthliouni Bonds on the date of dehvery to the inltinl porchaser thereof) dunng
each year m which any of the Panty Bonds m~c outslandlug in an aggregate emOanl equal to 100~ of the amounts
requmxl to meet the interest and pnncxpni payments falling due on or before the next maturity date of the Parity
Bonds. The City shnil, at least five days ])nor to February 1, 1994, and each August I and Fuh'um-y 1 (hereat~-,
deposit into the Bond Fund any ndd,fionni Net Revenues available m the Systems Fund wluch may be necessary to
pay tn full the interest on and imncipai, tf any, coming due on the Panty Bonds such February I or August 1. In
no event shall uny amount in excess of the amounts stated shove be placed m the Bond Fund for the payment of
the m~rest on or prmcJ~] of the Panty Bonds. and nuy amount so placed may he withdrawn by the City and
rep.-ed m the Systems Fund. Any funds remaining ~n the Systems Fund, nfTe~ provis~on for the reasonable cost
of operating and mniataming the Systems, nnd nfter paying the amounts required to be prod into thc Bond Fund, may
be used for any lawful purpose.
Seetion 10. Investments. Money in any Fund estabhshnd by the Pm-ity Bonds Ordinances may, at the optlou
of the City. be placed or invested in any mvesnnents then permitted by Texas law and perm~tsed in the Parity Bonds
Ordinances.
Seedon 11. Funds Secured. l~louey in all Funds crented by thLs Orthnance, to the extent not invested, shall
be secured m the manner prescribed by law for secanng funds of the City.
Section 12. Additional Bonds. In ndflltton to mferior hen obligatmns, the City eXl)reasly rese~yes the right
hereafm' to issue nd&lional panty bends and other evidences of indebtedness now or hereafter authorized by the
Leglshtore of Texas (collccnvely, the 'Add,dona] Bonds"), and thc Ad&tonal Bonds, when issued, may be secunxl
by and payable from a tn'st lien on and pledge of the Net Revenues m the same manner and to the same extent as
the outsmndtug Parity Bonds but subJect to the remmnm8 provtmons hereof, and the Previously Issued Parity Bonds,
the Bonds. and thc Addlttonai Bonds may be in nll respects of equni chgnity. It is provided, however, thnt no
Ad&lioua] Bonds shall he ~ssued unless:
(a) As long as any of the Previously Issued Panty Bonds are outstanding and unpmd, aH matenni conditions
set forth m the Parity Bonds Ordinances are smisfied;
(b) As long as any of the Prevmusly Issued Panty Bonds are outsrundtug, the "net e.m'nmgs" (dni'med below)
of the Systems ~r the fiacai yenr next prece(hug the month in which the ordinance anthorizin8 such Ad(hdounl
Bonds ts ndopted, were equal to each of the provisions following in items (c)(i) and (u) below, demmiued
independently mid cemfied by an independent t'mn of' certified pubhc nceouatants, besed upon an annual audit of
the books of the Systems:
13
all ~he Se~es 19~5 Bonds me no Ion~ outsl~thng,
( 1 ) An independent finn of cetfiflnd pubhc accountants, based upon an annual ~,,di~ of thc books of the
Systems. certu'-md that the net earnings of the Systems for the ixcvious fiscal year or for my 12 consecutive
month pcnnd en&ng not more than 90 days prior to the date of the ndopuon of tho ordinance authorizing such
Ad&tioual Bonds or other ev~deuce of ~ndebtedness were eq~ to each of thc following detenninnd
mdepandentiy.
(i) at least IA0 umes the average annual nXluLrcments for thc payment of principal and interest on the
then outstanthng Panty Bonds and ether evxdenees of mdcbledness payable from the revenues of the
Systems and on smd Ackhtioual Bonds or other uwdances of indab~.~s, when issued, sold. and
delivered; and
(ti) at least 1.25 tunes the maximum annual requirement for the payment of thc lzxn~pnl of and interest
on the Panty Bonds then oatstandxng mid on such Addmonal Bonds. when issued, sold. and delivered:
provided, however, should the ccmficatc of the accountant certify that the net earnings of the Systems for the period
covered thereby were, in either case, less than required above, and a change m the rates and charges for the services
afforded by the Systems became effnetive at least 60 days prior to thc scheduled date of adoptmn of thc ordinance
authorizing such Adthttonul Bonds. thon such Additional Bonds may ncverthcless be issued if an independent
.enhancer or engineering firm Imvmg a favorable reputa~on with respect to ~uch matters cexfifies that. had such change
in rates and charges been effective for thc entire period covescd by the accountant's cemficate would hnve met the
tests specified in (i) and (h) above.
The term "net earnings" as used in this Seetmn shall mean nil of the Net Revenues. exclumve of incmae
recewed specifically for capdul ttems, after deduction of the reasonnble expenses of openmon and maintenance of
the Systems excinthn8 expenditures which under standard accounting tcanctice should be charged to cnpilal
expenditures or deprecmtaon:
(d) Such Addi*ional Bonds or other evadceces of andebtedness ~e made to mature on Febranty 1 in each of
the years an winch they ere scheduled to mature: and
(e) The eathe issue of such Additxonal Bonds ts mstund m a manner suniinr to tim Prevxously Issued Parity
Bonds by an insurance company or association of companies whose insured obhgn*ions are rated by rather Moody's
Investors Serwce or Stsndord & Poor's Coqx~ation in thc stone or a higher rating category than the insured
obhgations of the Mumcapul Bond Investors Assurance Cmpomtlon (at the txme such Additional Bonds are to be
tssued) or thc City shall establish a reserve fund fur such Addxuonal Bonds by nny method or combinauon of
methods that the City deems reasonable and appropriate provJdnd that (i) the amoont of such reserve fund (or
coverage of any surety bend an lieu thereof) shall at least equal the maximum annual debt service requmements of
such Addxnonul Bonds. not to exceed the maximum then permitted by applicable regulanons, lx~dores, or
pubhshed zulings of thc Internal Revenue Service (the "Reserve Minimum"); (h) if any cash reserve fund is funded
by malung transfers of Net Revenues in thc Systems Fund. such transfm's shall be made each month in an amount
reasonably sufficient to reach the Reserve Minimum within a period of not more than five years after such .A, dChtloil~
Bonds are sold and dehvernd: and (*ii} such reserve fund shall be for the eq~ benefit of the owner of (x) such
Ad&uonal Bonds. (y) any Panty Bonds theretofore tssund which are not insmnd in manner snniler to the Prevxously
Issued Panty Bonds, and {z) any Additional Bonds thercefter msoed which are not so insured.
Section 1,~. General Coveannts. The Cxty further covenanls, wasranls, and agrees that tn accordance with
and to the extent requu'ed or pennitled by Inw while the Panty Bonds nrc outstanding and unpaid.
(a) PERFORMANCE. It wU] faithfully perform at all Umes any and ali covenants, undewtakings, supuinttons,
and provismns contained tn each Parity Bonds Ordinances. and in cech and every Parity Bond; it wdl promptly pay
or cause to he pasd the pnneapal of and interest on every Parity Bond, on thc dates and m the places and manner
14
p~scfibed in ~c Panty Bonds Ordinances: and l! will. at the times a~d m the rammer I~scribed, deposit, or cause
to be depomted, thc amounts requhed to be deposited rote thc largest and Sinking Fund and thc Contingency Fund;
and any homer el* the Parity Bonds may require the City. its olTtcutls and employees, to carry out, respecL or enforce
tie covenants and obligations of thc Parity Beads Ordinances by aU legal and equitable means, inclading specifically.
but without llmilatiou, thc usu and t'ding of mundamus proceedings in uny court of competent jurisdiction against
the City, ~ts officials nnd employees.
(b) CITY'S LEOAL AUTHORITY. It is a duly created and existing home rule city of the Stale of Texas,
and is duly authorized under the laws of the State of Texas to create und issue the Parity Bonds: nil action on its
pan for the creation und sssuanen of mud obhgattons has been duly and effectively mlren; and satd obligauons in the
hands of thc holders and owners thereof are nnd wRI be vahd und enforceable special obligations of thc City in
accordance with theu' te~ns.
(c) 'Ii'I'L.E. It Ires or wall obtmn lawful ttde to thc lands, buildings, sn'uctores, und facilities constitu*mg the
Systems: et will defend the nde to nil the aforesaid lunds, buildings, sUuctures, and fucihues, and every part thesuof,
for thc benefit of the holders and owners of the Parity Bonds agsinst the claims and demnnds of all persons
whomsuev~, it is lawfully q~ied to pledge the Net Revenues to the payment of the Panty Bonds in the nmnuer
prescribed berem: und it has lawfully exercised such rights.
(d) LIENS. it wtll from tune to amc and before the same become delinquent pay und discharge all taxes,
assessments, und governmental charges, if uny, wfuch shall be lawfully impo~ed upon it or the Systems: it wall pay
all lawful clmms for rents, myaldes, labor, materials, and supplies which if unpmd might by law become a lien or
charge Ibereon. the Iron of wfuch would be prior to or interfere w~th thc liens hereof, so that the pnortty of the hens
granted be~undc~ shall be fully preserved in thc manner prowded herc~n; and it will n~ create or suffer to be created
any mechanic's, lahorer's matm'~'s, or other hen or charge which might or could be prior to the hens hescof,
or do or suff~' uny matter or thing whereby thc hens hereol' might or could be impau~cd; provided, however. Ilmt
no such tax. assussmunt, or charge, and that no such claims which might be usud as thc basis of a mechanic's.
laborer's, matcnalmun's, or other hen or charge, shall be requkcd to be paid so long as thc vahdity of the same shall
be contested in good faith by the City.
(e) OPERATION OF SYSTEMS: NO FREE SERVICE. It shall contmueusly and ef~_~ently operate the
Systems und mamlmn thc Systems m good condition, repatr, und working order, nH at reasonable cost, No five
service of the Systems shall be allowed, und should thc City or any of tis ngeueles or ~nslrumenmlities. lessees, or
concess~onalres make use of thc services and facdittes of the Systems. payment monthly of the standard t'clad pr*cc
of the senaccs pro,acted shall be made by the City or uny of ~ls agencies or insuumental~es, lessees, or
concessionaires out of funds from sources other than the revenues of the Systems.
(f) FURTHER ENCUMBRANCE. It shaH not nddltionnHy encumber thc Net Revenues in nny murmur, except
as permittnd In the Parity Bonds Ordmunces m connection ruth Additional Bonds, unless said encumbrance is made
junior and suberdinate m nH respects to thc liens, pledges, covenunts, und ngrecments of thc Panty Bonds
Orthnunens; but thc right of the City to issue obligations payable from a suhordmatc hen on the sm'plus Net Revenues
~s specifically recogmzcd and retained.
(g) SALE OR DISPOSAL OF PROPERTY. It shall not sell, convey, mortgage, cucumber, lease, o~ in uny
munncr transfer uric to. or dcdtcatc to other usc, or o~berwise thsposc of the Systems, or any mgntficunt or substantial
pa~ Iberenf: provided, however, that when the City deems it necessary to d]six~e of any other property to other usu,
~t may do so either when it has made arrangements to ~placc the same or provulc substitutes therefor, or it ts
determined by rcsointmn of the City Council that no such replacement or substitute is necessary.
(h) INSURANCE. It agrees to maintmn insurance on the Systems, fas the beflofit of thc holders or owners of
the Parity Bonds. of n kind and in an amount which usually would be carried by private compamus engaged in a
s~mdm' type of busmess m the same mca.
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(i) RECORDS AND AUDITS. I! shall keep proper books, records, and accoums, selxLrato fxum all othor
books, records, and accounts. [] whtch complet~ and co~ect entries shall be m~d,- of Mi transucUons reln~mg ~0 ~
Systems. Upon written request mnd¢ not more than 60 days following tho close of the fiscal year, the City shall
fum~ to any holder of any Parity Bonds complete financial ~,'mcots of the Sy~ems in reasonable detail covering
such fiscal year, cerUfied by the City's anthtor. Any holders of 25% m In~ncq~l amount of the Parity Bonds at the
tune outstanding shall have the right at Mi rcn~mble tunes to in~e~ct the Systems and ali records, accoouts, and
d~,~ of the City ~laung tbereto.
(J) GOVERNMENTAL AGENCIES. It has or wall oblam and keep m full force and effect all franchises.
penmts, authorization, and other requirements applicable m or necessary ruth respect to the acqm~it~on, com'trnetinn,
eqmpmant, operation, and maintenance of the Systems, and it will comply with Mi of the terms and conditmne of
any and Mi f~ancinses, permits and anthonzauons at~licabin to or necessary with respect to the Sy~e. ms.
(k) NO COMPETi ftON It will not operate, or grant any francinse or. to the extent it legally my. permit
the acqmsttion, construction, or operation of. any facilities winch would be in compeution with the Systems. and to
thc extent that it legally may. the City wdl proinbit any such competing fncihoes.
Section 14. Amendment of Ordinance. (a) Thc holders of the Parity Bonds aggregating m prmcqml amount
51% of the aggreg, nl~ principal amount of then ontstanding Parity Bonds shnll have the right from time to time to
approve any amendment to this Ordmance which may be deemed necessary or desirable by the Oty; pro,dud.
however, that without the consent of the holders of Mi of the Panty Bonds at the lima ontstendmg, nothing hereto
contained shall permit or be construed to permit the amendment of the terms and con&tions m this Ordinance or in
the Panty Bonds so as to:.
(1) Mnke any change in the mattmty of the outstanding Parity Bonds:
(2) Reduce the rate of interest borne by uny of the outstanding Parity Bonds:
(3) Reduce the amount of the principal payable on the outstanding Pnnty Bonds:
(4) Modi~ the terms of payment of pnecqxti of or interest on the outstan&ng Perity Bonds or impose any
conchuons with respect to such payment:
(5) Affect the nghts of the holders of less than sli of the Parity Bonds; or
(6} Change the mmunum perccolage of the principal amount of Panty Bonds necessary for consent to such
amendment.
(b) If at any tune the City shall demre to amend the Ordinnnce under this Section. the City shah cause notice
of the proposed amendment to be pubhshed in n financ~ newspaFer or journsl published m The City of New York.
New York. once during each calender week for at least two successive calundsr weeks. Such notice shall Ixiefly
set forth tho nature of the proposed amendment and shall state that a copy thereof is on file at the principal office
of the Paym$ Agent/Regislrar for inspection by all holders of Psnty Bonds. Such publication is not required.
however, if nottce in wmmg ~s given to each holder of the Panty Bonds.
(c) When at any time not less ~ 30 days. and within one yeer. from the dn~.~ of the lust publicaUon of s~d
notice o~ other serwce of wmten nonce, the City shall receive an instrmnent or instruments executed by the holders
of at least 51% m aggregate principal amount of Mi Panty Bonds. winch instrument or instruments shall refer to the
proposed amendment described in said notice and winch spectficaliy consent to and approve such amendment in
substanUMiy the form of the copy thereof on file wxth the Paying Agent/Regislrar. the City Council may pass the
amenduto~y ordinance in substanunlly the snme fonn.
(d) Upon the passage of any amendutory ordinance pursuant to the provzsions of thss Section. this Ordinance
shnll be deemnd to he amended m accordance with such smendatoty ordinance, and the respective fights, duties, and
obllgattons under tlus Ordmnnce of the City and aH the holders of Panty Bonds shall thereafter be dutennmed.
exercised, and enforced hereunder, subJect in all respects to such amendments.
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(e) Any consent gtven by the holder of a Panty Bond pursuant to thc lX'OVZS~ons of this Secnon shall be
irrevocable for a period of six months from the date Of the first publication Of the nonce pzovtded for in this Section.
and shall be concins~ve and binding upon all future holdms of the same Parity Bond during such period. Such
coment may be revoked at any tune after six months from the date Of the f'n~t publicatton of such notice by the
holder who gave such consent, or by a succe~' in title, by fihng not.co thereof with the Paying Agent and the City.
hot such zevucatton shall not be effecttve ~f the holders of 5 ! % m aggragate prmclpal amount of the Parity Bonds
as in this Section defined have. prior to the attempted revucat~n, consented to and approve the amendment.
(f) For the pm'pose of thts Section the fact of the holding of Panty Bonds issued :n rngzslered form without
coupons and thc amounts and numbers of such Parity Bonds and the dn!~ of thoir holding ~mne shall be proved by
the Regtstranon Books of the Paying Agent/Regtsnm'. The City may conclusively assume that such ownereinp
continues until written notice to the contrmy is served upon thc City.
(g} The foregoing prows~ons of tins Suction notwitizstanding, the Ctty by action Of the City Council may
amend tins Orthnance for any one or more Of the following proposes:
(I) To add to the covenants und agrecments of the Ctty m tins Oahnance contained, other covenants and
agreements thereafter to be observed, grant add~uonal rights or remeth~ to bondholders, or to surrender.
~estnct. or limit any nghi or power hamin reserved to or confened upon the Cay;
(2) To make such provimons for the purpose Of cunng any ambiguity, or curing, co~ecfing, or supple-
mantmg any defecuve proviston contained tn thru Ordinance. or in regard lo clarifying mat _t~r~ or questions
arising under this Ordinance. as are nece~7 or desirable and not contrary to or inconsistent with this
Ordinance and which shall not adversely affect the in,rests of the holdet~ of the Panty Bonds:
(3) To modify any of the provismas Of this Ordmanec in any other respect whatover, provided Ihat (0
such modif'wation shall he. and be expressed to be. effecttve only nfter ali Panty Bonds on~tandmg at the ~
of the edop6on of such mnd~icat.on shah cease to he onlslanthng, and (ti) such modification ~ be
..~ecificnlly referred to tn the text of nil Addlt.oanl Bonds issued afar the date Of the ndop~on of such
~on IS. Damaned. Mufiinted! Lost. Stohin~ or Destroyed Bnnds (a) In the event any ontstantimg Bond
ns dsmnged, munlated. Iorl. stolen, or destroyed, the Paying Agent/Regisunf shah cause to ho pnnted, exccmed, and
delivered, a new hond of the same pnuclpal amount, maturity, and interest rato. as the damaged, mutilated, lost.
stolen, or destroyed l~ond, m replacement for such Bond in the manner hereinafter provided.
(b) Applic~on for replacement of damaged, mutilated, lost. stolen, or destn)yed Bonds shall be made to thc
Paying Agent/Rngagtrar. In every case of loss. theft, or des~'ucuon of a Bond, fha applicant for a ~placoment bond
shall furnish to the City and to the Paying Agent/Registrer such security or indenmity as may be required by them
to save each Of them harmless from any loss or damage with re,peet thereto. Also. in every case of loss. theft, or
destruct.on Of a Bond. the applicant shall furm~h to the City and to the paying Agent/Reg~strm' evidence to their
satisfaction of the loss. that. or destruction of such Bond. as the case may be. In every case of damage or mtmlation
of a Bond. the applicant shall sunendsr to the Paying Agent/Regi..~-nr for cancellation the Bond so damaged or
(c) Notwithstanding the foregoing prov~slons of th~s Secdon. in the event any such Bond ~ have maton~
and no default has occan'ed winch ag then continuing in the payment of the principal of. redamptton premium, if any.
or interest on the Bond. thc City may anthonze the payment of the same (without sm'render thereof expect in the
case of a damaged or mut.lated Bond) instead of issuing a replacement Bond. l~rovided security or mdmnmty is
furmsh~l as above provtded in this Sect.on.
(d) Prior to thc tssuance of any replacement hond. the Paying Agem/Reg~si~m shall charge the owner Of such
Bond wtth ah legal, printing, and other expanses m connection therewith. Every repincornent bond ~ssued pursuant
to the prov~ons of tins Sect.on by vmue of the fact that any Bond is lost. stolen, or dest~'oyed shall const~tuto a
conuuctoal obl~at.on of the City whether or not the lost. stolen or des~oyed Bond shall be found at uny time. or
17
be enforceable by anyone, and shall be en.,tled to aH the benefits of this Ordinance equally and proporuonately w,th
any nmi all other Bonds duly ,ssued under this Ordinance
(e) In accordance with Secuon 6 of Amcle 717k-6. V.T.C.S.. this Secuon of this Ordinance shall constitute
autholuty for the issuance of any such replacement bond without uecess~ty of further action by the governing body
of the City or any other body or person, and the duty of the replacement of such bonds is hemuby natherized and
,mposed upon the Paying Agenl/Rcgusum. and the PayIng Agenl/Reg~sUar shall authenticate and dehver such bonds
in the form and manner and with the effect, as prov~dad in Secuon 4(d) of this Ordmaucn for Bonds issued in
exchange for ~ Bonds.
Seetion 16. De~enannce of the Bonds. (a) Any Bend and the interest thereon shall be deemed to be paid,
rettred, end no longer outsland[]g (a "Defensed Bond") within the mennmg of this Ordinance, except to the extent
provided in suheecUon (d) of this Sectien. when payment of the principal of such Bond, plus inte. rest thereon to the
due date (whether such due date be by reason of []atority, upon redemption, or otherwise) either (i) shall have been
made or cnused to be made in accordance w,th the terms Ihereof (including the g~ving of uny required notice of
redemption), or (u) shall have been provided for on or before such due date by irrevocably deiloaltmg with or []nldng
avn,lable to the Paymg Agcnl/Reg~slrar for such payment (1) lawful []ouey of ~ United Sinus of America sulT~cient
to make such payment or (2) duuct obligatiom of the Umtad Slates of ,aanerica, or oblignfions the principal of and
interest on which are unconditionally gu~antced by the United Sla~s of America. wluch my be United Slates
Trensmy obhgations such as its Slate and Local Government Series, and wluch my be book nnU'y form (herein
"Oov~n[]ent Obl,gauons'} which mn•re as to prlucipal and ~nterest [] such amounts and at such u[]n as vail insure
the avnilnh, hty. without reinveslment, of suff',otent []oney to provnie for such payment, and when proper
nnangements have been []nde by the C,ty with the Pay[]g Agent/Registrar for the payment of tls settees until all
Defeasud Bonds shall have become due nmi payable. At such time as a Bond shall be dne[]ed to be a Defensed
Bond hereunder, as aforesmd, such Bond nnd the []terest thereon shall no longer be secured by, payable from. or
enntied to the benefits of. the revenue here• lev,ed and pledged as provtded In this Ordmanee. and such princxpal
and interest shah be payable solely fro[] such []oney or Govern[]ent Obligauens.
(b) Any []ouey so deposited wmh the Pay[]g Agcnl/Rngisuar may at the wrilien du'ecUon of the City also be
,nvested as here•before set forth, and all •come fro[] such Govem[]ent Obhgations received by the Paying
Agent/Registrar wbtch is not required for the payment of thc Bonds and interest thereon, wtth respect to which such
money has been so depus~ted, shall be tm'ned over to the Ctty. or deposited as directed [] writing by the City.
(c) Until all Defeased Bonds shall have become due and payable, the Paymg Agent/Regism~r shall puffer•
the services of Paymg Agenl/Registon- for such Defeasad Bonds the same as if they had not been debased, and the
C,ty shall mnke proper m'rengements to provide and pay for such services as required by this Ordinance.
Semen 17. Tax Covenanls. The City covenants to lake any action to ass•u, or reft'am from any act~en
wluch would adversely affect, lime u'eaUnent of the Bonds as obl~,,attons described [] section 103 of the latemni
Revenue Code of 1986. as amended (the "Code"). the mteresi on which is not mcludnble m the "gross income" of
the holder for purpo~s of federal •come laxauon. In fmthemance thereof, the Ctty covenants as follows:
(a) to lake any ac.on to assure that no rnore than 10% of the proceeds of the Bonds (less amounts
deposited to a rese~m fund, if any) are used for any "private business use". as defined m secuon 141(b)(6) of
the Code or, ~f more than 10% of the proceeds are so used. that amounts, wbethcr or not received by the C,ty.
with respect to such private business use. do not, under the terms of this Orthnance or any underlying
arrange[]ent, directly or ,ndireclly, seco• or provide for the pay[]ent of more thnn 10% of the debt service
on the Bonds. in conuavent,en of sect~n 141(b}(2) of the Code;
(b) to tekc any actten to assure that tn the event that lime "private hesinces use" d~cribed tn subsentmn
(a) hereof exceeds 5% of time proceeds of the Bonds (less amounts deposited into a ruserve fund, ,f any) then
thc amount [] excess of 5% is used for a "lxivate business use" winch is "related" and not "dispreportionnte".
w~thm the •eenmg of sectton 141(b)(3) of the Code. m the govemmenlal use;
18
lc) to rake any action to assore that no amount which ts greator tlum thc lesser of $$,000,000, or 5% of
the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) ~s directly or mdirncfly used
to finance loans to persons, other than s~te or local govemmeotul units, m contravention of sec*ion 141(c) of
/he Code;
(d) to refram fi'om tsking any acUan which would otherwise result m the Bonds be4ng Irealed ns "lXivete
acuvlty bonds" within thc meaning of sechon 141(a) of the Code:
(e) to refrain fin• raking any action that would result m the Bonds being "federally gu,Yantncd" within
the meaning of section 149(b) of thc Code:
(f) to refrain from usmg any porUon of the proceeds of thc Bonds, directly or mdacctly, to acquire m
to replace funds which were usecL du'nctly or mdm~tly, to acquire investment property (ns defined in sacuon
148(b)(2) of the Code) winch produces a matenaily higher yield over thc term of the Bonds, other than
[]vestment properly acqmred with --
(1) prenccds of the Bonds •vested fer a reasonable temporary permd of tluec yea~ or less until such
proceeds are needed for thc purpo~ for which the Bonds m~c issacd.
(2) amounts mvested [] a bona fktc debt servtce fund. witinn the meaning of sectlan 1.103-13Co)(12)
of the Trcest~ Regulntions, and
(3) nmoants deposttedm any reasonably required reserve or replacement fund to the extent such
amounts do not exceed 10% of the proceeds of the Bonds:
(g) to otherwise res•ct the use ofthe proceeds of thc Bonds or amounts treated ns prncceds ofthe Bonds,
as may be necessmT, so that the Bonds do not otherwise conwavenn the requ~.r, mants of sect]on 148 of thc
Code (relating to arinlrage) and. to the extem applicable, section 149(d) of the Code (relating to ndvance
refunding).
(h) to pay to the United Slates of America at least once dining each five-year period (beginning on the
date of delivery of the Bonds) an amount that is at least equal to 90% of the "Excess Earnings", within the
mce[]ng of sceuun 148(0 of the Code and to pay to the Umtcd States of America, not later than 60 days at~s'
the Bonds have been paid in full, 100% of the amount then requn'ed to be paid ns a result of Excess Earnings
under sec'lion 148(0 of the Code; and
(i) to mmntsin such rcourds ns will enable thc City to fulfill its r-'~4~onsthflities under this section and
sect]an 148 of the Code and to rets• such records for at least six yeals following the final payment of
principal and mte~st on the Bonds,
It is thc undetsta~ng of the Oty that the covenants contained bere~n am •tended to assure complmnce with the
Code and any regulations or ruhngs promulgated by the U.S. Department of the Treasury pursuant thereto. In the
event that regulunons or rulmgs mc hereafl[]' [x'omulgated which modify, or expand prowsiuns of the Code, ns
apphcable to the Bonds. the City will not be required to comply with any covenant co•tuned here• to thc extent
blat such modification or expanmon. [] the opinion of nalloanlly-recogmzed bond counsel, will not adversely affect
the exempuun from federal income tsxatton of •terns! on the Bonds under snctmn 103 of the Cnde. In the event
that regulauons m' rulings arc hereafter promulgated which unpose addiuounl reqnffements which are applicable to
the Bonds, the City asrees to comply with the edthUonal requtrementsm the extent necessary, m the opinion of
narlouatly-recogmzed bond counsel, to presefl, e the exemption from federal income tsxatmn of interest on the Bonds
under section 103 of the Code.
Section 18. Dasinnafion as Oualified Tax-Exempt Bnnds_ The City hereby designates the Bonds as
"q~ffied tax-exempt bonds" ns defined in section 265(b)(3) of the Code. in f~ of such destgnation, the
City represents, covenants, and warrants the following: {a) during the calendar year [] which the Bonds arc issnccL
the City (mclnding any subordmate entrees) hns not design•ed nor wall de•snare bonds, which when aggregated
19
with the Bonds, wdl result in more than $10,(XX),O00 of "o.,mlificd tax-exempt bonds" heJng xssued; (b) the City
reasonably anucipates that the emount of tax-exempt obhgatmas nssucd durin8 thc calendar ye~ m which thc Bonds
arc issacd by thc City (or any subordinate entiLtes) wiU not cxcced $10,000,000: and (c) the City w~U take such
action or refrain from such action as necessary in order that the Bonds w~ll no( he considered "Frivate acuvity bonds"
within the memung of section 141 of the Code.
Section 19. Sale and Delivery of Bond*_ (a) Snle. The sale of the Bonds to the Undmwritem pursuant to
the Bond Purchase Agreement atlached hereto as Exhibxt "A" ts hereby confhmad and dehvery of the Bonds to the
Underwn~s shall he made ns soon as practicable after the adoption of this O~hnance. upon payment therefor, m
accordance w~th the Bond Purchase Agreement. The Mayor ns hereby authorized to s~gn and deliver the Bond
Purchase Agreement.
(b) APPrOVal of O~l(:ini Statement_ The City hereby approves the form end content of thc O~cinl $laWneflt
relaung to the Bonds and any addenda, supplement, or amendment the~to, and approves the dismbution of such
Offictal Statement in the mofferu~ of the Bonds by the Underwri~ in finai fo,m, with such chan~as thereto or
addiuoas thereto as thc officer executing the same may deem advisable, such determination to be conclusively
evalenced by his execution thereof. The form end content of and the thsmbulion and use of the Prehminaty O~c~al
Statement dated May 27, 1993, lmor to the date hereof is hereby rattfied and conf'mned. The Council fmds and
determines that the Preliminary niT, cml Statement is "deemed final" as that tonn is def'mad in 17 C.F.R. Section
240.15c2-12.
(c) ~. The Underwriters' obligauon to accept dehvety of the Bonds ns subJect to their being
fumxshed an opm:on of blcGinms, Luchridge & Z~lgore. L.L.P., Am)meys. such opinion to he dated and delivra'ad
as of the date of dehvery and payment for thc Bonds.
(d) R~a'nd~ and I}eliver,.T. Upon the regmratton of the lnimd Bond, the Comptroller of Pubhc Accounts
of the Slate of Texas is authorized and instruct to deliver thc Initial Bond pursuant to the instruction of the Mayor
roi' dellYery to thc Ulalerwl~em.
Suction 20. Escrow Anrenmant. Thc Escrow Agreement altachad he~'eto as Exhibtt "B" :s hereby nl~'oved
and the Mayor ~s hereby authorized and directed to execute and dehver, and the City Secretary is hereby nuthonzad
and d~ectad to attest the Escrow Agreement.
Section 21. Use of Pencends. The proceeds from the sale of the Bonds shail he as follows: (0 accn~dmterest
on the Bonds shall he delx~iterl to the eretht of the Bond Fund; (ti) $1,164,825.57 of the proceeds shall he dep(~itad
to cretht of the "Escrow Fund", estabhshed m accordaace wtth the provmons of tho Escrow Asrcemcnt, which
proceeds, together with other funds on delx~it therein and received fi'om the investment thereof, shail be used to
retu~ the Refunded Bonds: and (itt) the balance of thc proceeds shall be depomled to a conslmcl]on fund held nt thc
C~ty's depomo~y hank and used for the purposes herein demmbed.
Suction 22. Matlers ReinK-d to Regundh~o_ (a) In orde~ that the City shail ~t~fy in a timely manner ail
of Jts obhgataons under tfus Ordinance, the Mayor and ail other a~,~,lmate olTxcers and agents of the City me hereby
enthori~ed mid dtrected to take ail other actions that arc reasonably necessary to provide for the refunding of thc
Refunded l~ends, iucludmg, without hmtumon, execuUn8 and dehvenng on behaif of the C-'tty ali cemficates,
consents, receipts, requests, notices, and other documents as may he reasonably necessary to satisfy the City's
obhgatzons under tfus Ordinance and to direct the transfer and application of flmds of the City consistent with the
ptovmons of this Ordinance.
(b) The City hereby irrevocably calls the Refunded Bonds for redemption prior to matumy on the dates set
forth m, and authorizes and directs not:ce of such redemption to be gnven as prowded in, the fog'm attached he4~to
as F. xMbit "D".
2O
(c) No money of the Issuer other than IXOcceds of the Bonds shall be used to refund the Refunded Bonds:
prov~led, however, that the Issuer bereby appropriates $52.000 for the payment of cerlmn co~s.
rd) To assure the pm'chase of the Escrowed Sccuriues referred to in the Escrow Agreement, the Mayor and
the Escrow Agent aze hereby authorized to subscribe for, agree to pm'chase, and purchase non-callable obligaUons
of the United Slates of America, m such amounts and maturities and bearing interest at such rates as may be
provided for m the Report referred to m the Escrow Agreement. and to execute any and all subscriptions, purchase
agreements, commilmenls, letters of anthonza~on, and other documents necessa~ to effecmnl~, the ~n~gomg. and
any uclzons beretofm'e taken for such ptulx~e am hereby rattfied and approved.
(e) The Couucd finds that the City will renlize a present value savings of S146.707.75 as a result of refunding
the Roftmded Bonds.
Section 2.3. Pavinn Aeent/Renislrar AIp'eemant. The Paying Agent/Regtsn'as Agreement, between the City
and Texas Commerce Bank National AssuciaHon. Houston, Texas atluched hereto as Exhibxt "C" ts hereby
and the Mayor is authorized to execute and the City Secretary ts authorized to auest shine.
Section 24. Municioal Bond Insurance. The City has obtained a finauc~ Suasanty msm policy (me
"Policy") from Municipal Bond Investors Assurance Corpomtmn (tile "Ip. surer") msuring the payment of priucipal
arid interest on the Bonds when duo. Thc Mayor is authorized to execute thc commionem to issue a finaucisi
guaranty insurance pohcy, aud the City and the ofi'a.-e~s and employees of Ibe City are directed to do any and aH
things necessary to obtain the bond msmauce policy and, in accordance with such policy, the City shaH abide with
thc following provisions:
(a) In the event that. on the second Business Day, aud again on the Business Day, prim' to the payment date
on the Bonds. thc Pnying Agent/Ragm~'m' has not received sufficient moneys to pay all principal of and mter-"~,t no
the Bonds due on the second foliowmg or following, as the case may he, Business Day, the Paying Agent/RngisWar
shall immediately notify the Insamr or its designee en the same Business Day by telephone or telegraph, conf'mned
m writing by registered or cerlified mail, of the amount of the deficxency.
(b) If thc defic~cucy is made up in whole o~ in part poor to or on the payment date, the Paying
Agent/Registrar shall so notify the insurer or its dcsigucc.
fo) in ndrhtion, If the Paying Agent/Rngmlrar has notice that any Bondholder has been required to dmgorge
payments of principal or interest on the Bonds to a trustee m bankruptcy or creditors or others pursuant to a f'mal
judgment by a court ol'competent jurisdiction flint such payment constitutes a voidable preference to such Bondholder
within the meaning of any apphcable bankmptey inws. then the Paying Agent/Regtslrer shah notify the Insmer or
its designee of such fact by telephone or telegrepinc notce, confh'med in wrilzng by regtstored or cemfied mail.
(d) The Paying Agent/Registrar is hereby trrevucably designated, appotnted. &reeled and authorized to act
as attorney-in-fact for Holdezs of the Bonds as follows:
(i) If and to thc extent there ts a deficiency in amounts reqtored to pay interest on the Bonds, the Paying
Agent/Regislrar shall (a) execute and deliver to Citibank, N.A., or its successors under the Policy (the
"insurance Paying Agent"). m the form saU~fn,~mty to thc Insurance Paying Agent, an mstmment appointing
the lnsurea' as agent for such Holders in auy lagul proceeding related to thc payment of such intm*cst and au
a-*mignmant to the lnsmror of the claims for mterest to winch such dhficieucy relates and which are Ixtid by the
Insurer, Co) receive as dcmgnee of the respective Holders (and not as Paying Agenl/Registrar) in acconlancc
with the tenor of the Pohcy payment fi'om lite Insorauce Paying Agent w~lh respect to cisuns for mtes~,,st au
asslgfled, and {c) dlsbuf~ the same to such respective Holdels: and
(ii) If and to the extent of a dCtency ~n amounts nS;luired to pay principal of the Bonds. the Paying
Agenl/Regisa'ar shall (a) execute and dshver to the Insurance Paying Agent in form ~ri~fectory to the
21
Insurance Paying Agent an ins~ument appoinlmg the Insurer as ngent for such Holder m any legal proceeding
relating to the payment of such principal mid an assignment to the Insur~ of any of the Bonds surrendered
to the Insurance Paying ngent or so much of the principal amount thereof as has not previously been prod or
fo~ which moneys a~ not held by the Paying Agent/Rngislrer and nvalinble for such payment (but such
asmgnment shall be delivered only fl' payment from lite Insumuce Paying Agent is received). Co) receive as
dest~nen of the respective Holders (and not as Paying Agent/Registrar) in accordance wtth the tenor of the
Policy payment therefor from the Insurance Paying ngent, and (c) disburse lite mine to such Holders.
(e) Payments with respect to claims for interest on and principal of Bonds disbu~d by the Paying
Agonl/Regislrar form proceeds of the Pohcy shall not be considered to discharge the obligation of thc issuer with
respect to such Bonds. and tho Insurer shall be come thc owner of such unpaid Bonds and claims for the mte~st in
accordance w**h the tenor of thc asslgmnont made to it under the provisions of this subsectton or othe~vise.
(t3 lncspactsve of whether uny such assignment is executed and dehvered, the Issuer and the Paymg
Agcm/Regisff,m- hereby agree for the benefit of thc Insurer that.
(0 They recogmze thnt to the extent the Insurer makes payments, directly or mdirectiy (as by paying
iluongh the Paying Agenl/Rnglslrar). on account of principal of or interest on the Bonds. the Insurer wall be
subrogated to the rights of such Holds~ to receive the amount of such principal and interest fi'om the Issue~'.
wtth interest thereon as provtded and solely fi'om the sources staled in th~s Ord~nn~ce and thc Bonds~ and
(ii) They will aecordmgiy pay to the Insurer Ihe amount of such prmcipsi and interest (mcluding principal
and interest recovered under subparagraph (ii) of lite f'fist pm'agrnph of the Policy. which pnncipnl and inlet'est
shall be deemed past due and not to have been paid), with interest thereen as provided in this Ordinance and
the Bonds. but only from the sources mid in the manner provided herein for the payment of' pnnclpal of and
interest un the Bunds to Holders. and wifl otherwise freat thc luster as the owner of' such rinhts to die amount
of such principal and interest.
(g) In connection with the issuance of Additional Bonds. thc issuer sitall deliver to the Insurer a copy of the
disclosure document, tf any. c~cuinted with respect to such Addittenal Bonds.
(h) Copses of any amendments made to the dnomnents executed in connection with the issuance of thc Bonds
which are consented to by the insurer shall be sent to Slandard & Ponr's Cot~oralJon.
The Insurer shall receive noUce of the resignation or removal of the Paying Agent/Registrar mid the
appmnUnent of a suecessor thereto.
(j) The Insurer shall receive copies of all notices required to be dchvered to Bondholders and. on an annual
copies of the Issuer's audited financial statements and annual budget.
Notices: Any notice that is required to be Riven to a holder of the Bonds or to thc Paying Agem/Rngismn-
pursuant to the Ordinance shah also be provided to thc Insurer. AH notices required to be given to thc Insurer under
the Ordinance shall be in writing and shall be sent by registered or ccslJfled mini addressed to Mumcjpal Bond
Investors Assurance Corporation. 113 King Sm:et. Arfnonk. New York 10504. Attention: Sur3~lisncc.
Section 2S. ReDed of Previous Ordinnm. p: Ordinance No. 2013 ndopted by the Council on June 10. 1993
is hereby repealed Lq its enurety.
Section 26. Miscelinneons Provisions. (a) ~ Not Restrictive. Tbe t, ties assigned to the vmons sections
of th~s Ordinance are for cenvealeuce only nnd slmH not be consldsred resmctive of the subject martin of any section
or of any part of tins Ordinance,,
22
Co) Pranmble Adopted. The preamble to this Ordinance ~s hereby ndop~ed ns a pm't of the this Ordinance.
(c) Inconsistent Provisions. All ordors and resoluuons, or parts thereof, winch arc in conflict o~ ]ucousistent
with any provision of this Ordin~lC~ al~ hc~cby repealed and dcelared Io be inapphcable, and thc provislons of this
Ordinance shall he and remmn coulrolhng ns to thc matters presenlx~l herein.
(d) Sevembility. If any word, phrase, clause, pnralp-aph, sentence, part, portion, m' pmvismn of this Ordinance
or the apphcatlou thereof to any persoo m' cJrcumslauce shall be held 1o be lnvahd, thc remainder of this Ordinance
shall nevertheless be valid and the City hereby declat~ that tins Ordinance would have been enacted without such
invalid word, phrase, clause, par~. sentence, part. portion, or provisions.
(e) Goveminn Law. This Ordinance shall he construed and enforced in accordance with the laws of thc Slate
of Texas.
(f) Open Meetinn. The City officially finds and determinas that the mceUng at which dam Ordmaucc is
a~ed was open to thc public-' and that public notice of the time, place, and purpose of such meeting was given,
all ns reqmred by Article 6~2-17. Vemon's Tcxns Ovd Statutes. ns amended.
(g) Immediate Effect Nolwithstanding any charter provision or other applicable laws. this Ordinance shall
immediately effcellve upon ils adoptmn by the City Council.
PASSED AND APPROVED lins June 23. 1993.
City Secrclnsy. City of College Station. Texns
Mayor Pro-Tern. C~ty of College Stntiou. Texas
(CITY SEAL)
23
I~XHIBI'I' A
Purchase Conwact
EXHIBIT B
E~,~ Agr~mcnt
ESCROW AG .R~EMENT
TI-lIS ESCROW AGREEMENT. dated as of June 1, 1993 (herein, together with uny amendments or
supplements hereto, called the "Escrow Agreement") ~s entered into by nnd between die CITY OF COLLEGE
STATION. TEXAS (herein called the "Issuer") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Houston. Texas, as escrow ngent (hereto. together with any successor in such capacity, called the "Escrow Agent").
The addresses of thc Issuer and the Escrow Agent am shown on Exhibit 'A" attached hereto und made a part hetcof.
WITNESETH:
WHEREAS. thc Issuer herctofure has issued or assumed and there presendy remain outstan&ng thc
obligations described in Exhibit "B" attached hereto (the "Refunded Bonds*): and
WHEREAS, the Refunded Bonds m'e scheduled to beat merest and he paynble at such limes and m such
amounts as nre set forth in Exhibit "C" attached hereto and made a pm hereof; and
WHEREAS, when firm banking nrmngaments have been nmde for the payment of all principal and interest
of the Refunded Bonds when due, then the Refunded Bonds shall no longer be re~erded as oulsatnding except for
the propose of receiving payment from the funds provided for such ptupose, and
WHEREAS. Article 717k. Vemon's Texas Civil Statutes. as amended ("Amcin 7 I'/k*) authorizes the Issuer
to issue refunding bonds and Io deposit the proceeds from the sale thereof, and any other av~ilnh~e funds or
resources, direcdy with any place of payment (paying ngen0 for any of lite Refunded Bonds. and such deposit, if
made before such payment dn[o~ ~ in sufficient nmounts, shall constitute the making of finn banking and financm]
an-angements for the discharge and final payment of the Refunded Bonds: und
WHEREAS. Article 717k fusther authonzas the Issuer to enter into an es~'ow ngreement with any such
paying ngcnt for any of thc Refunded Bonds with respect to the safekeeping, investalenL adl~ini~,ra~, aod
thspomuon of uny such deposit, upon such te~ns and condilions as the Issuer und such paying agent may agree,
prov~led that such deposits may be mvasted only in Eligible Securities which shall mature and/ce bear interest
payable at such tunas end m such amounts as wdl be sufficient to provide for the scheduled payment of principal
of and interest on thc Refunded Bonds when duc: and
WHEREAS, the Escrow Agent Is the successor to the paying n~ent for the Refunded Bonds end this Escrow
Agreement consUtutes an escrow ngreement of the land authorized and reqmrnd by Amcle 717k: and
WHEREAS, the issuance, sale. and dchvery of the "City of College Station. Texas Utdity Sys~m Revenue
and Refunding Bonds, Series 1993" (~e '*Refunding Bonds") have been duly authorized to be issued, sold, and
delivered pamaliy for the purpose of obtaimng the funds required to provide for the payment of the principal of und
interest on the Refunded Bonds when duc, and
WHEREAS. the Issuer desm~ thnL concurrently with the dehvery of the Refunding Bonds to the purchasers
thereof, cerlmn procends of the Refunding Bonds. together with certam other avnilnhle funds of thc Issoer, shall be
applied to purchase certain direct obligatmns of the United States of America hezemafter defined as the "~
Secunlaes'* for deposit to the credit of thc Excrow Fund created p~suent to thc terms of this Escrow Ag~ement and
to cstabhsh a heginnJng cash balence (if needed) in such Escrow Fund: and
WHEREAS, the Eserownd Secunues shall mature and the interest thereou shall he paynble at such times
and tn such emounts so as to provide money winch, together with cash balances fu:~n time to time on deposit in ~he
Escrow Fund. wdl be sufficient to pay interest on the Refunded Bonds as it uccmes and becomes payable and the
principal of the Refunded Bonds ns it becomes due and paysble: and
WHEREAS, to facditnte thc receipt and transfer of proceeds of the Escrowed Secur~es, pa~cularly those
m book entry form. the Issuer desires to establish the Escrow Fund at thc principal corporate ffust office of the
Escrow Agent;
NOW. THEREFORE. tn consideration of thc mutual unde~aklngS, premier, end asreemcnts hea~.in
contained, the sufficiency of whtch hereby are acknowledged, end to secure the full end umely payment of principal
of and thc interest on thc Refunded Bonds, the Issuer nnd the Escrow Agent mutually endcxtnke, promme. {md agree
for themselves end their respective representatives end successors, es follows:
ARTICLE I. DEFH',,'-IT{ONS AND INTERPRETATION
Section 1.01. Definitions. Unless the context clearly mdscates othct'wlsc, the following ~ra,,,s shall have
thc mesmngs esmgncd to them below when they are used in this Escrow Agrecment:
"Elin,ble Secm'ittes" means direct, non-prepayable full froth and credit obhgntioes of thc Umted States of
Amonca~ which m'e non-callable prior to the respective scheduled payment of principal and interest on the Refunded
Bonds when due end may be United States Treasury Obligatmns such as the State end Local Govermnent Series nmi
may he in bonk-ontry ~orm. Investments m mutual funds or udit investment ffum ~c prolubated.
"Escrow Fund'* means thc fund created by this Escrow Agreement to be administered by the Escl'ow Agent
pursuant to the prov~sioes of this Escrow Agreement.
"Escrowed Securities'* means thc cash end direct nop~.nllnhle United States Treasl~y obtigalions descrthed
in Exhibit "D'* atlnchcd to this Escrow Agrecmem. Investments tn mutual funds o~ unit investment trusts ase
profublted.
"Mondy's" means Moody's Investors Sci'vice or any successor thereto.
Section 1.02. Other Definltloes. Thc terms "l=-s~'ow Agreement", "Issuer". "~.qon~w Agent", '*R~fended
Bonds". mid "Refundtng Bonds'*, when they arc used m this Escrow Agrecment, shall have thc mcenmgs ~signed
to them in the preamble to thns Escrow Agreement.
Section 1.03. Interpretations. Thc Biles and headings of the articles and secltons of this Escrow A~renmont
have been inset~d for convenience end reference only and are not to he considered a part hc~eof and shall not m
eny way modify or restrict thc tm'ms hereof. This Escrow Agreement and all of the tc~ms end provisions hereof shall
be hberally nonsl~'ucd to cffachms~, the parpeses set forth herein end to aclucve thc intended ptupose of prov~l~
for the refundm8 of the Refunded Bonds in accordance with apphcable law.
ARTICLE Il, DEPOSIT OF FUNDS AND ESCROWED SECUI;u't"t":S
Concurrently w~th the sale and dehvezy of the Refunding Bonds thc Issuer shall deposit, or ~'m.ge to be
deposxted, with thc Escrow Agent. for deposit in die Esctuw Fund, the money and Escrowed Securlues de. sctmbed
herein, end the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in wfiung.
ARTICLE III. CREATION AND OPERATION OF ESCROW FUND
Section 3.0 I. Escrow Fund. The Escrow Agent has created on its books a special mint fund end inevocable
escrow to be known as the "City of College Slauon. Texas Uulity System Revenue and Refunding Bonds. Series
1993 Escrow Fund" (the "Escrow Fund"}. The Escrow Agent hereby agrees that upon receipt thereof it will dclxxUt
to the cred.t of the Escrow Fund the funds and the Escrowed Securities. Such deposit, nil proceeds therefrom, and
all cash Ixdances from time to nme on deposit therein (a) shall be the property of the Escrow Fund. Co) shall be
applied only in smct conform.fy with the terms end cendilxons of this Escrow Agz'uement, end (c) nre hereby
2
~rrevueably pledged to the payment of the principal of and interest on the Refunded Bonds, which payment shell ~
made by timely transfem of such amounts at such times as arc provided for in Seclion 3.02 hereof. When the £mal
transfers Imvc been made for the payment of such pnucipal of and interest on the Refunded Bonds. any balance then
remalmng m thc Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shah thereupon be dmcherged
from any further du*'es hereunder
Section 3.02. Paymem of PrinciFul and Interest~ Money Transmitted to Issuer. Thc Faserow Agent is hca~by
a'rcvocably msUucted to transfer, from thc cash balances from nme to time on deposit m thc Es,,a,.,,v Fund. the
amounts required to pay the pnuctpal of and interest on the Refunded Bonds to ~mr redempuon dstc m the nmounts
and at the tunes shown tn Exhibit "C" atluched hereto. Immedmtely following payment of thc f'mal amounts required
by this Escrow Agreement. the remmnmg money,if any, [] the Escrow Fund shall be transmitted by the Eserow
Agent to thc Issuer by the fastest avaHnblc method.
Secuon 3.03. Sufficiency of Escrow Fund. The Issuer represents that thc successive receipts of the
principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from tune to time
in the Escrow Fond will be at aH times suffinrent to prov~le money for transfer to the rospoctive paying agent nt the
times and in the nmoents requLred to pay thc principal of sad interest on the Refunded Bonds on the redemption date
aH as more fully sci forth m Ey. hthtt "g" attached hereto. If, fro' any reason, at any lime. the cash balances on
depostt or scheduled to be on deposit in the Escrow Fund shall be msufl'tcinot to Irensfer the amounts required by
each place of payment (paying agent) for the Refunded Bonds to make the payments set fo~h m Suctmn 3.02 hereof,
the Issuer shall umely deposit in the Escrow Fund. ~ any funds that ~e lawfully available the~or, nddi*'ounl
funds in the amounts rcqua'ed to make such payments. Nouce of any such msul'ficieucy shah be given promptly
as here[]afler provided, but the Escrow Agent shall not in any nmouer be respoasthle for any insufficiency of funds
tn the Escrow Fund or rite Issuer's failure to make addi*'ouul deposits thereto.
Section 3.04. Trust Fund. Thc Escrow Agent shall hold at nil times the Escrow Fund. rite Escrowed
Secun*'es, and nil other assets of the Escrow Fund. wholly segregated from all other funds and secm'~tins on dspo~t
with the Escrow Agent, tt shall never nilow the Escrowed Seennties or any other assnts of the Escrow Fund to be
commingled with any other funds or secun*'es of the Escrow Agent; and it shall hold mid dispose of the assets of
the Escrow Fund only ns set forth herein. The Escrowed Seem'roes und other assels of the Escrow Fund shall eiways
be mmnmined by thc Escrow Agent ns ~ust funds for the benefit of the owners of die Refunded Bonds. and a specml
account thereof shall at all times be maimamed on thc books of the Escrow Agent. The owners of the Refunded
Bonds shall be enUlied to the smnc preferred claim and f'ust lien upon thc Escrowed Secunues. the pmcends thereof.
and all other assets of the Escrow Fund to winch they are en*'lied as owners of the Refunded Bonds. The amounts
received by the Escrow Agent under tfus Escrow Agreement shall not be conmdered as a banking dep(mit by thc
Issuer. and the Escrow Agent shah have no right to title vnth respect thereto except as a conslmc*'ve mmten and
Escrow Agent under the terms of this Escrow Agreement. The amounts received by the Escl'ow Agent under this
Escrow Agreement shall not be subject to wan'ants, drafts, or checks drown by the Issuer or, except to ~ extent
expressly herein provided, by any paying agent.
Suctren 3.05. Secorit for Cash Balances. Cash balances from *,me to time on deposit m the Eserow Fund
shaH. to the extent not insured by thc Federal Deposit Insurance Cmpom*'on or its successor, he continuously secured
by n pledge of du'cct oblsgaUous of, or obligaUous unconditionally gueranteed by. thc United Stntes of America,
Im~nag a market value at least equal to such cash balances. Investments m mutual funds o~ umt investment trusts
are prolubited.
ARTICLE IV. LIMITATION ON INVESTMENTS
Sec*,ou 4.01. Investments. (a) Imtml Investments. Except for the mitiul mvestmunt of I~ of thc
Refunding Bonds in the Escrowed Secuti*'es ns descrthed in thc ve~lion report covet'mS the Bonds, dated as of
June 29. 1993. of KPMG Peat Marwick. Houston. Texas (the "Report"), neither the Escrow Agent. the Issuer, nor
any other entity shall have any riehl, power, or duty lo invesl or remv~t any money held Imennder, or to make
suhaUtuuons of the Escrowed Securiucs. or to sell, wansfer, or otherwise dispose of thc ~crowed Securiues.
(b) Imd. I S.h~lm,rlnu for Escrowed Sccumtes. Concurrently with the sale and dehvc~y of thc Refunding
Bonds, the Issuer. at i~s opuon, may substitute cash or non-interest heanng duect obfigauens of the Umted Slates
Treasury (i e, Treasm'y obhganons that mattLre and arc payable [] a stated amount on thc matm'lty date thereof, and
for which ll[]rc a~e no payments other than the payment made on the mnmr~ty date) for non-interest hearing
Escrowed Securities. if any. hsted in Exhibit 'D" attached hereto, but only if such cash and/or substituted non-intesest
hemng dxrect obhgauons of thc United States Trcasery -
( I ) are tn an amount, and/or mat~ m an amoant, that, togethe wxth any cash substituted for such
obhgatiens, is equal to or greater than the amount payable on thc maturity date of the obligations hs~ed []
Exinblt "D'* for which such obligation is substituted, and
(2) mature on or hcforc the maturity dstc of thc obligatton listed in F.,xhil~t "D" for which such
obligation is substituted.
If any such cash and/or obligations arc so substituted for any Escrowed Secunucs. thc Issuer may, at any time
therenfigr, subsUtUle for such cash and/or obllgaflnos the same Escrowed Securities for winch such cash and/or
obhgnh,ms ~ginaily were SUbshmted.
(c) Other SubslltuUons. The Escrow Agcm shall l~ccm all or any pan of thc Escrowed Secimucs and
rcmvest thc proceeds the~'cof, together w~th all or any pan of any cash held in the Escrow Fund. [] EligWIc
SecorthCS. pmwded that thc Issuer dchvcrs to thc Escrow Agant thc ~lowmff:
(1) an ophaon by an independcm certified public accountant that after such rcinvcsunent the
pnnc,pal amount of subsmuted seceritlcs, together with thc intcrcst thcrann and any other av~;I-h~e cash
in thc Escrow Fund. will hc sufficient to pay (excluding x~invcstment earmngs), as thc same become duc
in accordance with Exhthd "C" attached hcreto, the pnucipal of and interest on thc Rehinded Bonds which
have not prewously hccn paid. and
(2) an unqualLfied opinmn of natmnally recognized municipal bond counsel to thc cff~t dmt (i)
such []vestment wi]] not make thc mlercs! on thc Rcfundmg Bonds or thc Refunded Bonds subJeCt to
federal income laxalion, and (u) such reinvcstment complies with thc laws of thc State of Texas and with
all relevant documents relating to the issuance of thc Refunding Bonds and thc Refunded Bonds.
Section 4.02 Allocmic~ of Certain Escrowed Secm~dcs. The matming pnucipal of and interest on the
Escrowed Securities may be applied to thc payment of any Refunded Bonds sad no allocation or segregation of the
receipts of imnclpal or interest from such Escrowed Sectn'mes ts required.
ARTICLE V. APPLICATION OF CASH BALANCES
Except as provided [] Sections 3.01.3.02. and 4.01 hereof, no withdrawals, transfers, or remvcstment shall
he made of cash balances in thc Escrow Fund.
ARTICLE VI. RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent wall keep book~ of receed and account in which complete and
correct entries shall he made of all transxcuons rclatinll Io the receipts, thsborscmems, allocanons, and application
of the money and Escrowed Secunties deposited to the Escrow Fund and nil proceeds thereof, and such books shall
be available for mq~Uon at reasonable hours and under reasonable cundit~ons by the issue~ and Ihe owners of tho
Refunded Bonds.
Secden 6.02. Renorts. While thru Escrow Agreement rumains in effect, tho Escrow Agent annually shall
p~t'e and seed to the Issuer a written report summarizing ail transecuons relating to thc E~mv~ Fund dunng the
preen&rig year, mclediag, wtthont hmdauon, credits to the Escrow Fund as a result of interest paymunts on or
maturities of the F. scrowed SecunUes. wans~ers from the Escrow Fund for payments on the Refun~d Bonds, together
wtth a dutailod sattemeat of ail Escrowed Secunues and the cash halance on deposit m the Esorow Fund as of the
end of such period.
ARTICLE VII. CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Relxesentatiens. The Escrow Agent hereby represents that it is the successor to Fu~st Ctty.
Texas - Houston. N.A., Houston, Texas, the successor to Fkst City National Bunk of Houston, Houston, Texas, the
paying agent for thc Refunded Bonds. und has nil necessary power nmi anthonty to enter mtn this Esorow Agreement
und undezxake the obhgations and responsibditias impesed upon it herain, nnd that it wdl catty out ail of its
obhgnuons hereunder.
Section 7.02. Lunitatmn on Lmblh~. The llabdity of the Escrow Agent to ~ funds for the payment
of thc Ixinopal of und interest on the Refunded Bonds and purchase of Ehgxbin Sccuriuas shall be hmilcd to the
proceeds of the Escrowed Securities and the cash balances from time to time on dcpoail in the F.~lov/Fund.
Notwithstanding uny provision commned het~in to the contrsiT, the Esc~ow Agent shail not have any liabality
wimtsonver for the tnsei~cxency of funds from time to time in the Escrow Fund or any failure of the obhgors of thc
Escrowed Securittes to make mnely payment thcv~un, except ~r the obligation to noufy the Issuer promptly of uny
such eccm'~nce.
The recitals hereto and in thc proceedings unthonaing the Refunding Bonds shall be taken as the sattemcnts
of the Issuer and shall not be considered as made by. or imposins any obhgetion or liabihty upon. tbe Escrow Agunt.
The Escrow Agent ts not a puny to thc proceedings authonziag the Re~uedmg Bunds or the Refunded Bonds and
is not responsible for nor bound by any of thc provisions thereof lexcept as a place of payment nnd paying agent
and/or a Paying Agent/Registrar therefor}, in its cnpacity as Escrow Agent. it is agreed dial thc Escrow Agent need
look only to the terms and provL~inns of this Escrow Agreement,
Thc Escrow Agent makes no representations as to thc value, conchUon, or soflictency of the Escrow Fund.
or any paff thereof, or as to the utle of the Issner thereto, of as to the sccurtty affordsd tbereby or hereby, and the
Escrow Agent shall not incur any fiabihty or responsibility tn respect to any of such matters.
It ts the intention of thc pames hereto dmt the Escrow Agent shgJl never be requLred to use or advance tm
own fundS or otherwise mum' personal financml hability in thc performance of any of its duties or the exorcise of
any of its rights and powers hereundur.
Thc Escrow Agent shall not be liable for any action taken or naglccted to be taken by it in good hath in
uny exetcmc of reasounblc care and believed by it to be within the discretion m' power coofen*ed upon it by tins
Escrow Agreement. nor shah thc Escrow Agent be responmble for thc cunsequences of any error of judgment: and
the Escrow Agent shall not be answerable for any loss unless thc swnc shall have been through its negligence or
willful misconduct.
Unless it is specifically otherwise prowded bere-m, the Escrow Agent has no duty to dutcrmine or inquLre
into the happemag or OCCmTence of uny event or conlxagency or the performance or failure of pelformunce of thc
Issuer with respect to arrangements or conwacts wtth others, with the Escrow Agent's sole duty bereundar be~ag to
safeguard thc Escrow Fund. and to dispose of and deliver die same tn accordance with this Escrow Agreement ff.
however, the Escrow Agent is called upon by the terms of thru Escrow Agreement to dstcrmme the occurrence of
5
any event or contingency, the Escrow Agent shall he obligelld, m making such determiaation, only to exercise
reasonable care and dihgence, and in event of error in mnklng snch determination thc Escrow Agent shall be hable
only for its own wdlful misconduct or its neghgcnce, in dellnninmg thc occurrence of any such event er
contingency the Escrow Agent may request from the Issuer or any o~er person such rcesonab~ ndd,ttonal evidence
as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such
event or contingency, and in this connecUen may make inqmries of. and consult with. among ethers, the Issuer at
any time.
Section 7.0.3. Compensation. At the dehvety of the Refnndmg Bonds. the Issuer shall pay to the Escrow
Agent $__ as n fee for (a) performing the services hereunder and for all expenses incurred or to be mcntrod by
the Escrow Agem m the administration of this Escrow Agreement= (b} its services in its capacity as the paying agent
for the Refunded Bonds: and (c) its ordmnty expenses the~under, the sufficiency of which is hereby acknowledged
by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extmordumry smvices
hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such exUaordnmry services and
to reimburse the Escrow Agent for nfl expenses reasonably mere'red by the Escrow Agent in performing such
extraordinary services, and the Escrow Agent hereby agrnes to Ionic only to the Issuer for the payment of such fees
and reimbursement of such expenses. The Escrow Agent hereby agrees that m no event shall At ever assert any claim
or lien against the Escrow Fund for any fees for sis services, whether regular or extra~, as Escrow Agent
under this Escrow Agreement, or m any other capacity, or for rennbursement for any of ~ts expenses.
Section 7.04. Successor Escrow.~. if at any time the Escrow Agent or its Icgel successor or successmx
should become unable, through openmon of law or otherwise, to act as escrow agent he,under, or if its IZOperty
and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency
or bankru~cy er for any other reason, n vacancy shall forthmth exist in the office of Escrow Agent heseunde~. In
such event the Issuer. by approprmte action, promptly shall appoint an Escrow Agent to Fill such vn_t"~qncy. If no
successor Escrow Agent shall have been appointed by the Issuer within 60 days. n successor may be appointed by
the owners of a majority in pnnctpal amount of the Refunded Bonds then outsmndmg by an insumnont nc
insuuments in writxng f'ded with the Issuer. mgned by such owners or by their duly anthonzed attorneys-in-fact. If.
in a proper case. no appolnmtent of a successor Escrow Agent shall he made porsuam to the foregoing provtmons
of thru s~ctton within three months after a vacancy shad have occurred, the owner of any Refunded Bond may apply
to any court of competent junsdtenon to appoint a successor Escrow Agent. Such court may thereupon, nfllr such
nouce, tf any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporaUon orgemzed and doing basmess under the laws of the
Umlld Stalls or thc Stall of Texas, authortznd under such laws to exercise coqtomte trust powe, ts, having its
pwincipal office and place of business in the Slate of Texas, having a combined capital and surplus of at Icest
$50.000.000 and subJect to the sUpCtl/lSJOn or examluatlon by federal or slate authority.
Any successor Escrow Agent shall execute, acknowledge, and deliver to the Issuer and thc Escrow Agent
an instrument accepting such appomunent hereunder, and thc Escrow Agent shall execute and deliver an inslroment
Iransfetring to such successor Escrow Agent, subJect to the terms of tius Escrow Agreement, nfl thc rights, powers.
and trusts of the Escrow Agent hereunder. Upon the request of any such suceesscr Escrow Agent. thc Issuer shall
execute any and all instruments in writing for more fully and certainly vesting in and conf'n'mlng to such successor
Escrow Agent nfl such rights, powers, and duties.
ARTICLE VIH. MISCELLANEOUS
Section 8.01. Notice. Any notice, anthor~,nilon, request, or demand required or permitted to he given here-
under shall he in wntmg and shall he deemed to have been duly given when totaled by registered or certified mad.
postage prepaid addressed to the Issuer or Ihe Escrow Agent at the address shown on Exhibit '*A" a~t~.l~d hereto.
The United States Post OW~ce regtsllred or certified mai receipt showing dchvery of thc aforesakl shall he conclu-
6
slve evidence of the dale and fact of delivery Any patty herelo may change the address to which notices are to be
delivered by giving Io the other parties not less than ten days prior notice thereof.
Section g 02 Termmahon of ResponsthiliUas. Upon the taking of all the actions es dercribed herein by the
Escrow Agent, the Escrow Agent shall have no further obligations or responsibtiitias hereunder Io the ls~er, the
owners of Ihe Refunded Bonds, or to any other person or persons in connection with this Escrow Agreement.
Notwithstanding any change in this Escrow Agreement pennltled by Section 8.07, no changes to th~s Escrow
Agreement may be made which nlters the Iru~n banking and financial an-angement for the payment of the Refunded
Bonds.
SeCllon 8.03. Bindm Escrow A ement. This Escrow Agreement shall be bindm8 upon the Issuer and the
Escrow Agent and theu' respective successors and legal representatives, and shall inure solely to the benefit of the
owners of the Refunded Bonds. the Issuer, the Escrow Agent, and tbetr mspett~ve successors and legal
representatives.
Section 8 04 Severabilil¥. In cas~ any one or more of the provlswns conlained m this Escrow Agreement
shall fur any reason be held to be invalid, illegal or unenforceable in any respect, such mvali&ty, dlegahly, or
unanforeeabtiity shall not affect any other provismns of tins Escrow Agreement, but this Escrow Agreement shall
be construed as if such invalid or illegal or unenforceable prov~sinn had never been contained herein. The Issuer
will give Moody's prompt written notice of tho occurrence of any such evenl.
Section 8.05 Texas Law (toreros. This Escrow Agreement shall be governed exclas~vely by the provisions
hereof and by the apphcable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time
to ume unposed upon the Escrow Agent by flus Eserow Agreement.
Section 8.07. Changes in EscrOw Agreement Generally Prohibited. This Escrow Agreement is made for the
beoefil of the Is,nu~ and the holders or owners f~om lime to t~me of the Refunded Bonds. and it shall riel be
repealed, revoked, altered, or emended without the wnUon consent of all such holders or owners and the written
consent of the Escrow Agent: ~ovided. however, that the Issuer and the Escrow Agent may. without the consent
of. or notice to. such holders or owners and es shall not be inconsistent with the terms and provisions of this Escrow
Agreement emend tins Escrow Agreement to cure any ambigmty or formal defect or omission in this Escrow
Agreement Prior to the execution of any proposed amendment a copy thereof shall be mailed to Moody's.
Altentlon. Public Finance Rating Desk - Refunded Bonds. 99 Church Street. New York. New York 10007.
Section 8.08 Counterparts This Escrow Agreement may be executed in any number of counteq~ans, each
of which shall be deemed an original for all pmpO~es, and all counterparts shall together constitute one and the same
ins~ument
Section 8.09. Covenants. The Issuer covenants that it will faithfully perform at all times any and all
covenants, undertakings, slipulations, and provis~ons contained in tins Escrow Agreemant. in any and every Refunded
Bond as executed, anthent~cated, and dehvered, and in all procccchngs peflainmg thereto as the Refunded Bonds shall
have been modified as provided in this Escrow Agreement. The Issuer covenants that it is duly authorized to execute
and dehver this Bscrow Agrenmenl. that ail act~oas on its part for the payment of the Refunded Bonds as provided
berem and the execuUon and dehvery of this Escrow Agreement have been duly and effecuvely taken, and that the
Refunded Bonds in the hands of the holders and owners thereof are and will be valid and enforceable obhgations
of the Isauer according to tbe import thereof as provided in tfus Bscrow Agreement.
Section 8.10 Interprelat~on of Escrow Agreement. In the event of any dssagreemont or conlroversy
hereunder or fl' conflicting demands or notices are made upon the Escrow Agent growing out of or relating to th~s
Escrow Agreement or in the event that the Escrow Agent in 8end froth is in doubt as to actions to be taken under
the Escrow Agreemenl or Ibe Float Fo~nvnrd Agre,~ment. the Issuer expressly agrees and consents that the Esc~ow
Agent shall have the right at its election to:
(a) withhold and cease all fm'ther proceedings in. and performance of. this Escrow Agreement with
respect to the issue in quesRon and of all iostmetions received hereunder and theroonder, respectavely. []
regard to such issue; and
(b) file a suit in inteJplcader and obl~'un an order from a court of appropnate jufisdiclaon requinag
all persons involved to interplead and litigate in such court their several claims and rights among
them,~lves.
In Ihe event the Escrow Agenl becomes revolved m litlgal~on m counect~on with this Ese, tow Agreemenl,
the Issuer agrees to indsmnlfy and save the Escrow Agent harmless, to the extent permitted by law. from all loss.
eosls, damages, expenses, and altongy's lees suffered or recurred by the Escrow Agent as a result theseof and not
the result of the negligence or wdlful mlscondecl of the Esc~ow Agent.
The Escrow Agent may consult with legal counsel in the event of any d~spute or quest,on as to the
conslruclion of any of Ihe provisions of this Escrow Agreement or its duties hereunder, and tt shall, in the absence
of negligence or willful misconduct on the pn~q of the Escrow Agent, incur no liabdity and shall be fully protected
in acung in accordance with the opinion and instructions of such counsel.
Notwithstanding anytfung to the contrary in this Section 8.10. paymenls of principal and interest on the
Refunded Bonds when due wall onntmue as scheduled.
Section 8.11. Liability. The Escrow Agent shall not be responsible or liable to any pmson in any manner
whatever for the sufficiency, correctness, genuineness, effectiveness, or vahdity of this Escrow Agreement with
respect to the Issuer or for the identity or authority of any person making or execuUng this Escrow Agreement for
or on behalf of the Issuer
(Remainder of this page intentionally left blank.)
EXECUTED as of the da~c first written above.
CITY OF COLLEGE STATION. TEXAS
Mayor Pro-Tom
A,, t~ST:
(SEAL)
Ati~ST:
TEXAS COMIVlERCE BANK NATIONAL ASSOCIATION
Houston. Texas
By
Name:.
T~ile.
(SEAL)
EXECUTION PAGE OF ESCROW AGREEMENT
EXECUTED as of the date f'u'st written above.
CITY OF COLLEGE STATION, TEXAS
A I 1 ~ST:
(SEAL)
Name.
Title
TEXAS COIvflVlERCE BANK NATIONAL ASSOCIATION
Houslon, Texas
$IIARON MoM{iLL
Name:
CORPORATE TRUST OFFICER
Title:
(SEAL)
EXECUTION PAGE OF ESCROW AGREEM]~NT
EXHIBIT "A"
ADDRESSES OF THE ISSUER AND ESCROW AGENT
ISSUER
City of College Sta~on. Texas
P.O Box 9960
College SlnUon, Tez.~ts 77842
Attention: Execuuve Du~ctor. Fiscal and Human Resources
ESCROW AGENT
Texas Commerce Bank National Assoc~on
P.O. Box 4717
HousU~n. Texas 77210-4717
Attention: Corporate Trust Depamncnt
A-I
EXH]BrT 'B"
DESCRIPTION OF THE REFUNDED BONDS
Description
Utility System Revenue Refunding Bonds.
Series 1985
Tom]
robe
Refunded
199"/
1998
2000
Amoun!
$1,035.000
Amount
not
$2.055,OOO
2,OOO.OOO
$4.655,0G0
B-I
EXHIBIT "C"
DEBT SERVICE REQUIREMENTS OF THE REFUNDED BONDS
KA~ING STATED TOTAL
DATES APflINT COUP~ YZELD E#TERE51 to~TY
8/01/93 &0,891.25 ~, B~71.25
2/01/9~ l~8,891
8/01/~ 48,~1
2/01/~ ~,~1
8/01~ ~B,891
2/01/~ * 9.~ 9.~0000 48,~1
8/01/~ ~8,891.25 ~,~1.25
2101/97 1~,~0' 9.1~ 9.100000
8'01/97 ~,~1.25 ~,~31.25
Z/01/~ ZS,~* 9.~50 9.250000 ~],~1.Z5 ~,~]1.2~
8/01/~ ~2,2~.00 ~,~.00
2/01/00 8~,OOO* 9.S~ 9.500~
8/01/~
2/01/01 * 9.500 9.~0~0
1,015, O~
TOTAL
to CALL FY TOTAL
48,891.25 &8,801
/,8,891 .~5
&8,891.25 97, 7R?.
1,083,891.25
9T,782.50
97, 7~2.50
212,322.50
110,706.Z5
9~,,550.00
~J2, 27~.00
647,092.50 1,682,092.50 1,230,565.00 1,682,092.50
0.00 0.00 0.00
(~7,092.5D 1,68Z,092.50 1,682,092.50
* - These bonds may be catted on 210119~ a 100.000
tilc -- 9.~,67337'x (Nith AdJustment of SO.O0).
ERS Fern 8038-G NIC = 9.&6T537~ (Hith Adjustment of SO.O0).
COLLSTI: OLD85TE
Bond Years = 6,835.000
WID Average HoturSty --
6.6o3e65
06117195 0 o9:13
SCHEDULE A
Pnymg Agent/Reglsunr Fee Schedule
A-!
EXH]Bff D
No~ce of Redem~on
NOTICE OF PRIOR REDEMPTION
To the Hol~r~ of
TH~ FOLLOWING DF~CRIBED
CITY OF COLLEGE STATION, TEXAS
UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 1985
NOTICE IS HEREBY GIVEN that the Oty of College Station, Texas (the "Issuer") has called for
redemption ON FEBRUARY 1, 1995 AT 100~, OF PAR PLUS ACCRUED INTEREST the following described
outstanding Uuhty System Revenue Refunding Bonds (the "Bonds") of the Issuer as foflows:
SERIES 198~, DATED FEBRUARY 15, 198~
BOND NOS.
TOTAL
PRINCIPAL PRINCIPAL
MATURITY DATES PRESENT CUSIP AMOUNT AMOUNT
Februnrv I NUMBERS REFUNDED* UNREFUNDED
t99~ $ 120,000 Sa,0S$,000
i~8 2s~ 2~oo~o
*Refunded Bonds in each of the above mturille~ are ~eleeted by random m,mn~ by the Paying Agent.
NOTICE IS FURTHER GIVEN that due and proper atrungetnents have been mn,I,, for providing Texas
Commerce Bank Natmnal Ausociation. Houston. Texas. as the successor to First City. Texas - Houston. Houston.
Texas, the succussor to First City National Bank of Houston. Houston. Texas. thc Paying Agent for the Bonds called
for redemptmn, with funds sufficient to pay the redemption pace of the Bonds equal to the principal amount of the
Bonds and the interest therann to the redemption date. In the event the Bonds, or any of them are not presented for
redemption by the date fixed for their ~lemption. they shall not thereafter bear interest. If due provision fo~ the
payment of the redemption price is made, then the Bonds uetomtmcaily shall be deemed to have been redeemed prior
to then' scheduled maturity, and they shall not bear interest ~ the redemption d~.~ and they shall not be: re~mded
as being outstanding except for thc right of thc owner thereof to reuelve the redemption pace f~xn thc Paying A~mt.
TI. tiS NOTICE ss issued and given pursuant to thc redempUun provisions in the proceedings anthonzing
the issunnce of the Bonds and m accordance with thc recitals and provistens of each of the Bonds.
NOTICE IS FURTHER GIVEN THAT the Bonds will he payable at and should he submitted either in
person or by cemfied or registered mini to thc following address:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
Coqxxate Trust Opemuuns
Registered Redcmptmns or
Bem~r Redemptions (as appheablc)
P.O. Box 4631
Houston, TX 77210-46.tl (by mail)
OR
I-Ionsmn Club Bmkiing
Cotporatc Trust Operations
Registered Redemptions m'
Be~cr Redemptions (as apphcablc)
811 Rusk
Houston, TX 77002 (in person)
EXECUTED UNDERMYHANDandsealofo~ueflusJune29,1993.
/s/La~ J. Rmacr
Mayor. City of College Station, Texas
IMPORTANT NOTICE'
In complmnce Wl[h [he lll[~l'est ~ Dividend Compliance Act of 1983, Paym~ Agents are ~equired to
Wl[hhoid 20% of gross payments to Bondholders who fail to provide a valid taxpayer idenlifr.3uon number on or
before the date upon which Bonds a~ presented for payment. Bondholders are nddit~onally subJeCt to a penalty of
$50.00 for failure to provide such number Please Ilo,nde a taxpayer idenlificaBon number when I~eSentmg Bonds
for redempUon, and please submit wi[h such securities a substitute Fern W-9 to avoid this wlthhoidmg from your
payment.
Any questions regarding this notice may be ~ to (713) 236-4182.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
AS PAYING AGENT
EXIOBIT
ESCROW DEPOSIT
I. CASH
$504 56
II. GOVERNMF, NTAL OBLIGATIONS - $1.140.000 ns follows:
SECURITY #AHE HATURITY
REFCO Iht STRIPS 7/15/93
COLLSTI: GNSg3
PRINCIPAL
ANOUNT RATE S PRICE YIELD/DR COST
~6,000 O.O00000 99.871106 ~.gzo000 Z5,966.49
27,000 0.000000 98.350400 3.080000 26,554.61
26,000 O.O0000O 96.540810 3.400000 25,100.61
1,061,000 4.250000 100.684608 3.799B67 1,068,263.69
1.140,000 1,145,885.40
ACC~UEO
INTEREST TOTAL COST
0.00 25,966.49
0.00 26,554.61
0.00 25.100.61
~8,435.61 1,086,699.30
18,435.61 1,164,321.01
o6/17/9~ a 09:0T
D-!
EXHIBIT "E"
ESCROW FUND CASH FLOW
CITY OF COLLEGE ETATZO#, TEXAS
ESCEO~COVERAGEANALYSIS - INVESTHE#TS vs CASH
Eec?oN Start Date is 6/29/93
REDUIRERENTS
NATURING COUPON REIRVEET#E#I CASH DBAV
DATES INVESTME#TS INTEREST EAR#lEGS REQUIRED BALANCE
6/29/93 0 0.00 0.00 0.00 50~.56
?/15/93 26,000 0.00 0.00 0.00 26,504.56
?/3119] 0 22,421.69 0.00 O.O0
8/01/93 0 O.O0 0.00 &8,~91.25 35.00
1/1519& Z?,O00 0.00 0.00 0.00 ~?,035.00
1131/9/, 0 Z2,E&6.Z5 0.00 0.00 &9,581.25
Z/01/9~ 0 O.OO 0.00 &8,891.25 690.00
7/15/9~ 26,000 0.00 0.00 0.00 Z6,690.00
?/31/9a 0 2Z,546.~5 0.00 0.00 49,~36.~5
B/Ol/g& 0 0.00 0.00 48,891.~5
1/31/95 T,061,000 ZZ05~,6.25 0.00 0.00 1,0B3,891.Z5
2/01/95 0 0.00 0.00 1,083,B91.L)5 0.00
1,140,000 90,060.44 0.00 1,230,565.00
E-!
EXI-ffBIT C
Pavin~ A~en~Re~is~ A~'eemen~
PAYING AGENT~,.EOISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of Juue !, 1993 (the "Agreement"), by
and between the CITY OF COLLEGE STATION. TEXAS (thc "Issuer"). and TEXAS COIvI~CE BANI(
NATIONAL ASSOCIATION. Houston. Texas. a banking association duly organized and ,~xisting under the laws of
the United States of America (the "Bank").
WHEREAS. thc Issuer has duly authorized and provided for the issuance of its "City of College Stmion. Texas
Uuhty System Revenue and Refunding Bonds, Series 1993' (the *Securities*). such Securities to be issued in fully
registered form only ns to thc payment of principal and interest thereon;
WHEREAS, the Securities nre scheduled to be dehvercd to tho initial purchaser thereof as provided in the
"Ordmnnces" (hereinafter defined):
WHEREAS. the Issuer has selected the Bank to serve as Paying Agent/RegisU'm' in connection vnth thc
payment of the pnncipal of, preouum, tf any, and interest on thc Securities and with respect to the registration.
transfer, and exchange thereof by the registered owue~ thereof;
WHEREAS, the Bank has agreed to serve m such capacities for nmi on behalf of the Issuer end has full power
mai nuthonty to I~rfonn and serve as Paying Agent/Reg~rar for the Securmes;
NOW. THEREFORE. it ~s mutually ag~ed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Apoointasent. The Issuer hereby appoints thc Bank to serve as Paying Agent with respect to
the Securines. As Payu~ Agent for the Securities, tho Bank shall be responsible for paying on belmlf of the Issuer
thc principal, i~emsum (if any), and interest on the Securities as the same become due and payable to the reg~tered
owners thereof, all in accordance with this Alp'cement nnd the Ordinance.
The Issuer bereby nppoints the Bank as Registrar with ~pect to the Securities. As Registrar for the Securities,
the Benk shall keep and mamtlun for and on behalf of the Issuer books and records as to thc ownership of said
Secunues nnd with respect to the Uensfer and exchange thereof as provided herein and m the Ordinance.
Thc Bank hereby nccepts ~ts nppoinUnent, end agrees to serve as the Paying Agent end Registrar for thc
Secundes.
Section 1.02. Comuonsntlon. As compensalion for the Bnnk's services as Paying Agent/Ragmtrar, the Issua
hereby agrees to pay the Bank the fees nnd amounts set fi~rth m Schedule A nneched hen~o for the f'n'st year of this
Agreement and thereafter the fees and amounts set forth in thc Bank's cungnt fee schedule then m effect for sel, nces
as Paying Agent/Registrar for municipalities, wluch shall be supplied to the Issuer on or before 90 days prior to thc
close of the Fmcal Year o1' the Issuer, and shall be effective upon the t'ust day of the following Ftscal Yea'.
In ad&uon, the Issuer agrees to rehnbersc the Bank upon 1ts request for all reasonable expenses, disbursements
and ndvances recurred or mnde by the Bank in nccordance with any of thc prowsions hereof (including the
reasonable compensation and the expenses end disbursements o£ its agents end counsel).
ART/CLE II. DEFINITIONS
Section 2.01. Definitions. For all pusposcs o£ th,s Agreement. except as orbed'wise expressly provided or
unless the context othcrwme requires:
"Bank Office" means the imnclpal corporate m~st office of the Bank as in&cared on the signature page hereof.
The Bank will notify the Issuer m wnRng of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person m whose name a Sectmty is rngmemd m the Security
Regmer.
"Issuer Request" and "Issuer Order" means a written request or order signed in the n,~ne of the Issuer by the
Mayor of the Issuer. the thrector of Fiannce of the Issuer. the Czty Administrator, or the City Secrelary of the Issuer.
nny one or more of said officmls, delivered to the Bunk.
"Lngnl Hohday" means n day on which the Bank is required or authorized to he closed.
"Ordinance" mean thc oniznance of the governing body of [he Issuer pursuant to which the Secortfies are
issued, certifgd by the City Seerctmy or any other officer of the Issuer and dehvanM to thc Bank.
"Person" means any mchvirh!~l: corporation, partoerslup, joint venture, association, joint stock company. Ii'ust.
unincorporated orgnnLzatton or government or nny ngency or pohtgai subthvzsion of a government.
"Predecessor Securities" of any particular Security means every previous .Security evldeocmg o,11 or a pomon
of the same obti?rmn ns that evidenced by such particular Security (and. for the purposes of Ihs definition, any
matdated, lost. destroyed, or stolen Security for which a replacement Security has been regmered and dehvemi []
hen thereof pursunnt to Secuon 4.06 hereof and the Ordmnnce).
"Redemption Date" when used with respect to tiny Bond to he redeemed means the dm~ fgxed for such
redemption pursuant to the terms of the Ordmanec.
"Responszbie Officer" when used with respect to the Bank means the Cheinnan or V~ce-Chainnan of the Board
of Dtrectors. the Chemnan or Vice-chaimun of the Execuuve Committee of the Board of DJreclm-~. the President,
nny Vice President. the Secretary. any Assistant Secretary. the Treasurer. any Ansiskmt Treasurer. the Cnslncr. any
AssLstant Cushier. any Trust Officer or ASSLStant Trust Officer. or any other officer of the Bnnk customarily
performing funcuons simdar to those performed by any of the above designated officers nmi also mcem. with respect
to a pafliculnr corporate trust mauer, any other offienr to whom such matter xs referred because of his knowledge
of nnd famihaflty with the particular subject.
"Security Register" means a register maintained by the Bnnk on behelf of the Issuer providing for the
reglsn'atnon and transfer of the Sueunties
"Stared Maturity" means the dam specified in the Ordinance the princtpal of a Security is scheduled to he due
and payable.
Section 2.02. Other DeFinitions. The te~ns "Bank." Insuer." nnd "Secucttles (Security)" heve the meanings
nsslgued to them in the recital paragraphs of flus Agreement-
The term "Paying Agent/Registrm"' mf¢~ to the Bunk in the ~ance of the duUns and functions of Ihs
Agreement.
ARTICLE IlL PAYING AGENT
Section ~3.01. Duties of Pnyinn Anent. As Paying Agent. the Bank shnll, provided ndeq.nt~ collected funds
have been provnded to it for such purpose by or on behalf of the Issue~. pay on behalf of the Issuer the pnncipal of
2
each Security at its Stated Maturity. Redemption Date. or Acceleration Date. to the Holder upon sun'ander of the
Sucunty to the Bank at the Bank Office.
As Paying Agent. the Bunk shall, prowded ndequme collected funds have been prowded m it for such ptnlmue
by or on behalf of the Issuer. pay on bchnlf of the Issuer the interest on each Security when due. by computing the
nmoant of interest to he paid each Holder and preparing and sending checks by Umted Slates Mail. first class postage
prepazd, on erich payment date. to thc Holders of the Seconties (or dteir Predecessor Suconties} on the respective
Record Date. to the address appoanng on the Security Rngtster or by such other method, acceptable to the Bank.
requested tn writing by the Holder at the Holder's rink and expense.
Section ,~.02. Payment Dates. The Issuer hereby ins~ucls the Bank to pay thc principal of and interest on
the Sucurines on thc dates specified in the Ordinance.
ARTICLE IV. REGISI'RAR
Set'lion 4.01. ~__~_ ,,4tv I~Nis~r - Tronsfers and Exelmones. The Bank agrees to keep and maintain for nnd
on bel'~df of the Issuer at the Bank Office books and records (herein sometimes refereed to as the *Security Rngmter")
for recorchng the names and addresses of the Holders of the Securities. thc Irensfer. exchange, and replacement of
the Sectmues. and the payment of the prluctpal of and inte~st on thc Seconties to thc Holders nmi containing such
other reformation as may he reasonably required by the Issuer nnd subJect to such reasonable reguhttions as thc Issuer
and the Bnnk may prescribe. All transfers, exchanges, and rcplucemant of Securities shall he noted m the Security
Rngtster.
Evmy Security sm~c,dut'ed for Iransfer or exchange shall he duly endot-~d or be aceompan~d by a wrilten
inslrument of lrens~r, the signature on which has been guaranteed by an officer of a federal or state hank or a
member of the Nntioanl Association of Secunues Dealers. m form sntisfucto~'y to the Bank. duly executed by the
Holder thereof or lus agent duly authorized in wnUng.
The Bank may request any supporting documentaUon it feels necessary to effect a re-registration. Iransfer. or
exchange of the Secu~ues.
To thc extent possible and under reasonable ctrcumstances, the Bank agrees that. in relauon to an exchange
or unnsfer of Securities. the exchange or transfer by the Holders thereof will he completed and new Securities
delivered to the Holder or the asmguee of the Holder in not mom than three bumness days after the receipt of the
Securities to be cancelled in an exchange or transfer and the wiitten insu~mont of transfer or request fro' exchange
duly executed by the Holder. or his duly anthortzcd agent, in form and manner satisfuctooj to the Paying
Agent/Registrar
Section 4.0Z. (~ertificate~. The Issuer shall provide an adeqante inventory of printed Secunlics to facdllatc
transfet~ or exchanges therenf. Thc Bank covcanats that thc tnvantory of printed Securittes wdl be Inept Jn
sufche~ing pen(hng thcs' use. and n~sonabl¢ cate will be exercised by thc Bank in mamtaimng such -qecm-tltes in
sefekecptng, which shall be not less than thc care maintaxned by the Bank for debt securities of other pohtical
subdivtmons or corporations for winch it serves as relllstmr, or that is mmntamed for ils own secm~ties.
Section 4.03. Form~ ecuri R ister. Thc Bank. as Registrar. wdl maintain the Security Register relating
to the registretton, payment, transfer, and exchange of the Sccuriues Jn accordance with thc Bank's ganeral practices
and Mocedores in cffuct from time to tune. The Bank shnll not he obligated to nmintaln such Scconty Register in
any form other than thnsc which the Bank has currently avnilnhle and currently utilizes at the time.
The Security Resister may he mamtmued in written foam or m any other form capable of being conve~ into
writtan form witinn a reasonable time.
Section ~ List of Secori HoMers. Thc Bank will piovldu the Issuc~ at any mae requested by the lsnaer.
upon I~yrnont of ~c reqmred fee. a copy of the infonnatx~ con.ned [] the Security Rcgmle~. Tbu Issuer may also
inspect the mformaUon contained [] thc Security Register at nay nme thc Bank is customarily open for business.
provided that reasonable time is allowed thc Bank lo provide na up-to-date hsting or IO coflvc~ thc inf~mnatinn inlo
Unless requued by law. the Bank will not release or dmclosc the contents of the Security Register to nay
person other than to. or at Ihe written ~quest of. na authorized officer or employee of thc L~suer. except upon receipt
of a court order or as otherwise requned by law. Upon receipt of a court order nad prior to thc release or checlosure
of the contents of the Security Register. the Bank wdl notify thc Issuer so that the Issuer may ccotost thc court ordux'
or such release or disclosure of the contents of the Security Register
Section 4.05. R~tn~n of Cnncelled Certificates. The Bank will. at such reasonable intcrvais as it determmcs.
surrender lo the Issuer. Securitzes in heu of winch ~ in exchange fu~ wfuch other Secorines have been issued, or
which have hecn prod.
Section 4.06. Mo*:t~*~i Destroyed, Lost or Stolen Secaritias. Thc Issuer hcvchy msUucts Ibc Bank. subJeCt
to the applicable provisions of the Ordlnnacc. to dehver and issue Secufil~es ul cxchenge for or in lieu of mutilated~
destroyed, lost. or stolco Sccuritxcs as long as the same docs not result in na over issuance.
In case nay Security shall he mutilated, or destroyed, lost or stolen, thc Bnal~ in its dJscretioo, may execute
nad deliver a replacement Security of Idce form nad tenor, nad tn the same dunonunatinn and heanng u number not
comcmpornaeously outslnadmg, in cxchnage nad subeututlon gm' such mutiinted Security. or in lieu of nad in
suhetltuuon for such destroyed lost or stolen Security. only after (t) the f'flmg by thc Holdm' tllmmf with tho Bank
of evidence satisfactory to the Bank of thc destruction, loss. ~ theft of such Security. and of thc authenticity of thc
ownersinp thereof and (h) the furmshing to thc Bank of mdemmflcatmn in na amount sausfectory to hold thc Issuer
nad thc Bank hermless. All cxpcases nad clmrges associated with such indemnity and with the pt~amtion.
exocutlco, nad dehvcry of a replacement Sectmty shall be bomc by the Holder of thc Security mutiinted, or
destroyed, lost. or stolen.
Section 4.07. Transaction Infomalioli to Issuer. Thc Bank will. within a reasonable time aftsr receipt of
written request from thc lasucr, fro'rash thc Issuer information as to die SeCurities it has paid pursuant to SeClion
3 0l. Securities *t has delivered upon the Irnasfcr or exchange of any Sexunties pursunat to Secuotl 4.01. and
Securities it has duhvered in exchnage for or [] lieu of mutdated, d~soyed, lost. or stolen Secmitios pursunat to
Sccll~l 4.06.
ARTICLE V. THE BANK
Section S.01. Duties of Bank. Thc Bank undertakes to perfofln thc duties sci futth hereto and asrees to usc
reasonable ca~c [] the performnace thercof.
Section 5.02. Reliance on Documents. Etc. (a) The Bank may conclusively rely. as to Ihe truth of the
statements and correctness of the opimons expressed there[], on ccrl~flcatcs or opmtnos fummhed to thc Bank.
(b) Thc Bank shall not be liable fo~ nay eJTor of judgment madu [] good faith by a Responsible Officer. unless
it shall he proved that thc Bank was ncghgcnt in ~cenammg thc pc~nent facts.
(¢) No provrsreus of ties Agreement shall require the Baltic to expand or risk its own funds or otherwise incur
nay financial liability for pcrformnace of nay of its dattes hcreuedc~, or in thc exercise of nay of its fights or powers.
tf it shall have reasonable grounds for buhevms Ihet repayment of such funds or adequate mdunmity safisfnctmy to
it aga[]st such inks or Imblitty is not essured to ti.
4
(d) The Bank may rely and shall be protected in actm~ or reframiag from uctiag upon any resolution,
certificate, statement, mslrumcnt, opinion, report, notice, request, direction, consent, order, bond, note, aunty, or
other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
pames. Without hmitiag the generality of the fmegomg alinement, the Bank need not examine the owne~hip of any
Secm'tties. but is protected in acting upon receipt of Secunues contalumg en endorsement or infn'uctxon of transfer
or power of transfer wluch appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall
not be bound to make any invest~gntlon into the facts or matters stated in a resuluUon, certificate, statement.
insUmment, opinion, report, notice, request, direction, consent, order, bund, note, sec~mty, or other paper or document
supplu~d by Issuer.
(e) The Bank may consult with counsel, and the wriuen advice of such counsel or any opinion of counsel shall
be full and compinle anthonzatson and protection wtth respect to any action taken, suffered, or omitled by it
humunder [] good froth and in reliance thereon.
{f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either dm~ctiy or
by or through agents or attorneys of the Bank.
Section 5.0-~. Recitals of Issuer. The rec~tais contained berein with respect to the Issuer and tn the Securities
shall be taken as the statements of the Issuer. and the Bank a~sumes no responsibliity for their correctness.
The Bank shall in no event be hable to the Issuer. any Holder or Holders ofany Suetmty. or any other Person
for any amonm due on any Security from its own funds.
Seefian $.04. ~[~~. The Bank. to its mthv~duel or any other capacity, may become the owner
or pledgee of Sacor~t~es and may othexwise des1 with the Issuer with the same rights it would have if it were not
the Paying Agent/Regsstrar. or any other agent.
Section $.0S. Mone Held b Bank. Tho Bank shall deposit any money received from the Issuer into a trust
account to be held m a fiduciary capacity for the payment of the Securities, w~th such money in the account that
exceed the deposit insurance, avatiable to the Issuer. provided by the Fedora1 Deposit Insurance Cmpormon to be
fully colluterahzed w~th seconties or obhgntions that um ehg~ble under the laws of the Stale of Texss to secure and
be pledged ss collateral for trust accounts until the pnncipal and interest on such securities have been presented fix
payment and paid to the owner thereof. Payments made from such trust account shail be made by check drown on
such trust account unless the owne~ of such Securines shall, at its own expet'-~e and risk. request such other medium
of payment.
All funds at any txme and from l~me to time provided to or head by the Bank hereunder shall be deemed,
conslrned, and consMered for all purposes ss being prowded to or held by the Bank in uust. The Bank
acknowledges, covenants, and t~'esunts that it is acting her~n in a fiducinry capacity in relation to such funds, and
Is not accepung, holding, edminlstonag, or applyreg such f~nds ss a hanlonli deposltmy, but solely ss a fiducissy
for and on behalf of the Scetmty thereto. The Holde~ shail be entitled to the same preferred claim and tn'st lien
on the funds an provided ss ~e enjoyed by the beneficm'ies of trust funds generally. The funds IWovided to the
Bank hereunder shah not be subject to wurran~, drafts or checks drawn by the Issuer and, except as expressly
prov~ed berere, shail not be subject to compromise, seloff, or other charge or dimurution by the Bank.
The Bank shall be under no liabihty for interest on any money received by it hereunder.
Subject to the unclmmed property laws of the Slate of Texas and any provisions m the Orchnnoce to the
conlrery, any money deported with the Bank for the payment of the pnuclpal, premium 0f any). or mt~est on any
Security and remummg uuclaoned for four years after final maturity of the Security has become due and payable
wtll be paid by the Bank to the ~ssuer. and the Holder of such Security shall thereafter look only to the Issuer. and
the Holder of such Security shall thereafter look only to the Issuer for payment thee. of. and all liabihty of thc Bank
with respect to such money shall thereupon cease.
Section $.06, lademuffientlon. To the extant pennittad by law, thc Issuer a~rees to indemmfy the Bank for,
sad hold it harmless against, any loss, habdity, or expense incu~ed without negligence or hed faith on its pm,
anmng out of or in connucfion w~th its ac~ptance or admuusUatinn of its duues herenader, mcludlng the cost and
expense asamst any clmm or Imbihty in connection w,th the e~ercise or pen~nanco of any of ils powers or duties
under this Asreement.
Section $.07. ~_._.~_.~_~. Thc Issuer and the Bank agzee that thc Bank nmy seek adjudicauon of any
adverse claim, demand, or conlrove~sy over ils person as well ss funds on deposit, in either a Federal or State
Dmmct Corn1 located m thc Slate and County where exlber the Bank Office or the admimsustive offices of thc Issue~
is located, and asrec that service of process by certified or registered mad, return recexpt requested, to thc address
referred to in Secure 6.03 of this Agreement shall coes*,tute adoqante serwce. The Issuer and tho Bank fultiter agree
timt thc 9,,nk has the nsht to i'dc a Bdl of Intequlender tn any court of competent junsdicuon to dotennian the rights
of any Person clmmin8 any interest hereto.
S4~llon 5.0g. D~,n'n~{~r~ Trust C~nuum, Services. It is hereby represented and warranted that. in the eve, m
the Securitres arc otherwise qualified and accepted for "Depository Trust Company" services or eqmvaicnt depositmy
trust services by other orgamzatlons, thc Bank has thc capabtiity and. lo the extent w.tltin Ils ccoUol, will comply
with thc "Operational AnmlBemenls," effective August 1.1987. which ¢slabilshes requimmenls for securities lo be
¢llgible for such type dcpesitory I~ust services, including, but not Ionded to, requuenrenls for the tunaH~ss of
payments and funds avaHabihty, transfer turnaround time, and nottficelion of redemptmns and calls.
ARTICLE Vl. MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. Tins Agreement may be amended only by an agrcemem in wnling rushed by both
of the parties hereto.
Section 6.02. ~ This Agreement may not be assigned by either party wtthont the prior written
consent of the other.
Section 6.03. Notices. Any request, demand, anlhorization, dsrcction, notien, consent, waiver, or other
document provided or permitu.'d hereby to he 8~ven or furnished to the Issuc~ or the Bank shall he mailed or
dchvered to the L~suer or thc Bank, respecuvely, at thc nadresSSS shown on the signature page of this Agx~cmcnt.
Section 6.04. ~ Thc Amcle and Seclion headm~s ~ am for conveaiance only and shall
not affect the consUuctlon hereof.
Section 6.0S. ~. All covenants and agrcemenls herein by the Issuer slmil bind ils
successors and ssstgrm, whether so expressad or not.
Section 6.06. ~. In case any provision berem shall be invalid, tiingnl, or unonforceablco the
vaH(hty, legality, and enforceability of the remaining provisions shall not m any v/ay be affected m* impah'ed they.
Section 6.07. Benefits of A merit. Nothing herein, express or implied, shah Stye to any Person. other than
thc pm'txes bereto and thmr successors hereunder, any benefit or any legal or equitable right, rcmady, or claim
hereunder.
Section 6.08. ~ Tins Agreement and the Ordinance constitute the enurc aBmement between
thc parues hexcto relattve to the Bank aclang ss Paying Agenl/Regtstrar and tf any conflict exists between his
Agreement and the Ordinance. the Ordinance shall govern.
Section 6.09. Counterunrts. This ABreemcnt may be executed in ally number of countcq~erls, c~h of wluch
shall be deemed an original and aH of which shall constitute oon and thc same Ag~ecmunt.
Section 6.10. Termination. Thru Agreement will te~nmate (i) on the dale of f'tnnl payment of thc p~'incq~al
of and interest on the Sectmties to the Holders thereof ot (u) may he earlier tcnmnmed by either party upon 60 dnys
written notice: provided, however, an early tenmnatmn of this Agreement by either party shall not be effective until
(a) a successor Paying A~en~/P, cgmtrar has heen appointed by the Issuer and such appointment accepted and Co)
noUce has been given to lite Holders of thc Securities of the appolnunont of a successm' Paying Asunt/R~gtstrm'.
Furthermore, the Bank and Issuer mutually agree Ihat thc effective date of an early tennmation of this Agzecmunt
shell not occur at any time whzch would d~srupt, delay, or othe. wise adversely effect the payment of the Securities.
Upon an e~ly tcrmmtxon of this Agreement, the Bank agrees to p~omptiy transfer and dehver thc Security
Register (o~ a copy thereo0, together wxth other pertinent books and records zelatm8 to Ihe Secur~es, to the
successor Paying Agent/Registt'~ designated and appointed by the Issuer.
Thc provmions of SecUun 1.02 and of Article Five shell survive and remain m fun force and effect following
thc termination of this Agzecment.
Section 6.11.~. This As~ement shall be consumed in accordance with and governed by the
laws of the State of Texas.
IN WITNESS WHEREOF, thc pames hereto have executed tius Agreement as of the dny and yen' fh'st above
written.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
Attest: Houston, Texas
By By.
Tale Ttdc
Address: fi01 Tmvis
(BANK SEAL) Houston. Texas 77002
i~ CITY OF COT.I -PGE STATION. TEXAS
[ISSUER SEAL] Collel~ Station. Texas 77840
EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREElvlF-.NT