HomeMy WebLinkAbout1984-1517 - Ordinance - 05/15/1984 O INANCE NO. !
ORDINANCE AUTHORIZING THE ISSUANCE, SALE AND
DELIVERY OF THE CITY'S $8,630,000 GENERAL
OBLIGATION BONDS, SERIES 1984, PROVIDING '£n~
DETAILS RELATING THERETO, AUTHORIZING ANAGREEMENT
WITH THE PAYING AGENT/REGISTRAR AND PROVIDING THAT
SAID ORDINANCE S~{ALL BE EFFECTIVE
I~EDIATELY UPON ITS ADOPTION
WHEREAS, pursuant to an election duly called and
held in the City of College Station, Texas (the "City") on
August 13, 1983, the City Council of the City was authorized
to issue General Obligation Bonds of the City in the aggre-
gate amount of $1,930,000 for the purpose of purchasing or
constructing improvements for the drainage of surface and
flood waters from the City; and
WHEREAS, pursuant to an election duly called and
held in the city on January 24, 1984, the city council of
the city was authorized to issue General Obligation Bonds of
the City in the aggregate principal amount of $11,655,000
for the following purposes and amounts respectively:
$2,200,000 for the purpose of constructing or
purchasing a new police station and additions to
and/or renovations of the City's existing police
station;
$555,000 for the purpose of constructing or
purchasing additions to and/or renovations of the
City's existing central fire station;
$1,425,000 for the purpose of constructing or
purchasing a maintenance and storage building for
use by the street and sanitation departments of
the City;
$1,150,000 for the purpose of improving the
existing public parks in the City; and
$6,325,000 for the purpose of constructing
improvements to the streets of the City, including
necessary drainage in connection therewith; and
WHEREAS, the City Council of the City has deter-
mined that it is necessary to issue a first installment of
bonds authorized at such elections for the purposes and in
the amounts, respectively, as follows: $700,000 for the
purpose of constructing or purchasing improvements for the
drainage of surface and flood waters from the City, leaving
ORDINANCE NO. 1517
$1,230,000 to be issued in one or more installments at a
later date or dates for such purpose; $2,200,000 for the
purpose of constructing or purchasing a new police station
and additions to and/or renovations of the City's existing
police station, constituting all of the bonds authorized for
such purpose; $555,000 for the purpose of constructing or
purchasing additions to and/or renovations of the City's
existing central fire station, constituting all of the bonds
authorized for such purpose; $500,000 for the purpose of
constructing or purchasing a maintenance and storage building
for use by the street and sanitation departments of the
City, leaving $925,000 to be issued in one or more install-
ments at a later date or dates for such purpose; $1,150,000
for the purpose of improving the existing public parks in
the City, constituting all of the bonds authorized for such
purpose; and $3,525,000 for the purpose of constructing
improvements to the streets of the City, including necessary
drainage in connection therewith, leaving $2,800,000 to be
issued in one or more installments at a later date or dates
for such purpose; and
WHEREAS, the City Council desires to proceed with
the authorization, issuance and sale of said bonds; therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION:
Section 1: That the bonds of the City of College
Station, Texas, to be known and designated as "CITY OF
COLLEGE STATION, TEXAS, GENERAL OBLIGATION BONDS, SERIES
1984" (the "Bonds"), are hereby authorized to be issued in
the aggregate principal amount of $8,630,000 for the purpose
of making the following permanent public improvements,
to-wit:
$700,000 for the purpose of constructing or
purchasing improvements for the drainage of
surface and flood waters from the City;
$2,200,000 for the purpose of constructing or
purchasing a new police station and additions
to and/or renovations of the City's existing
police station; $555,000 for the purpose of
constructing or purchasing additions to
and/or renovations of the City's existing
central fire station; $500,000 for the purpose
of constructing or purchasing a maintenance
and storage building for use by the street
and sanitation departments of the City;
$1,150,000 for the purpose of improving the
existing public parks in the City; and $3,525,000
ORDINANCE NO. 1517
for the purpose of constructing improvements
to the streets of the City, including necessary
drainage in connection therewith;
under and by virtue of the Constitution and laws of the
State of Texas and as authorized at bond elections held in
the City on August 13, 1983 and January 24, 1984.
Section 2: That the Bonds shall be issued and
delivered in fully registered form without coupons and,
shall be numbered consecutively from R-1 upward, shall be
dated as of May 1, 1984 (the "Initial Date"), and shall be
in denominations of $5,000 or any integral multiple thereof
up to the aggregate principal amount scheduled for maturity
during the year involved. Initially, there shall be twenty
(20) Bonds (the "Initial Bonds") numbered consecutively from
R-1 through R-20 in order of their maturity, each in the
principal amount set opposite the year of maturity in the
schedule set forth in Section 3 hereof. Bonds registered
and delivered in exchange for any of the Initial Bonds
surrendered for transfer or exchange shall be numbered from
R-21 upward in the order that they are authenticated and
delivered by the Paying Agent/Registrar hereinafter
designated.
Section 3: That the Bonds shall bear interest
(computed on the basis of a 360-day year of twelve 30-day
months) from the later of the Initial Date or the most
recent date to which interest has been paid or duly provided
for, payable August 1, 1984 and each February 1 and August 1
thereafter until the principal sum is paid in full. Payment
of interest shall be made to the registered owner of each
Bond as shown on the Bond Register provided for in Section 6
hereof as of the 15th day of the calendar month next preceding
the interest payment date by check or draft mailed by First
City National Bank of Houston, Houston, Texas, or its successor
(the "Paying Agent/Registrar"), to the address of each such
owner as it appears on such Bond Register on the date aforesaid.
The Bonds shall mature and become payable, subject to prior
redemption in accordance with the provisions of Section 5
hereof, on February 1 in each of the years and in the principal
amount set forth in the schedule below, and shall bear
interest at the respective rates per annum set forth opposite
the year of maturity in said schedule, to-wit:
ORDINANCE NO. 1517
Year of
Maturity
Principal
Amount
Interest
Rate
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
$130,000
400 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450 000
450,000
450,000
Section 4: That the principal of the Bonds shall
be payable, without exchange or collection charges, in any
coin or currency of the United States of America which, on
the date of payment thereof, is legal tender for the payment
of debts due the United States of America, upon their presenta-
tion and surrender as they become due or at their earlier
redemption date, if any, at the principal office of the
Paying Agent/Registrar.
Section 5: That the City reserves the right to
redeem, in whole or from time to time in part, all of the
Bonds maturing in the years 1995 through 2004 on February 1,
1994, or any interest payment date thereafter, by paying the
principal thereof and accrued interest thereon. The City
shall, at least forty-five (45) days prior to the date fixed
for redemption (unless a shorter notice shall be satisfactory
to the Paying Agent/Registrar), notify the Paying Agent/
Registrar of such date and the principal amount of Bonds of
each maturity to be redeemed. If less than all of the Bonds
are to be redeemed, the particular Bonds within such of any
particular maturity maturity (in integral multiples of
$5,000) shall be selected by the Paying Agent/Registrar by
such method as it shall deem fair and appropriate. The
registered owner of any Bond, all or a portion of which has
been called for redemption, shall be required to present
such Bond to the Paying Agent/Registrar for payment of the
principal of and accrued interest on that portion of the
ORDINANCE NO. 1517
Bond called for redemption; provided, however, upon the
surrender of any such Bond, the City shall execute and the
Paying Agent/Registrar shall authenticate and deliver to the
registered owner thereof a new Bond or Bonds of the same
maturity in an aggregate principal amount equal to the
unredeemed portion of the Bond surrendered. Notice of
redemption shall be given by mailing a copy thereof by
registered or certified mail at least thirty (30) days
prior to the date fixed for redemption to the registered
owner of each Bond to be redeemed in whole or in part at the
address of such owner on the registration books; provided,
however, that failure to give such notice, or any defect
therein, shall not affect the validity of the proceedings
for the redemption of any Bond or portion thereof with
respect to which no such failure or defect has occurred.
Any notice mailed as provided in this Section 5 shall be
conclusively presumed to have been duly given, whether or
not the registered owner receives the notice. Prior to the
date fixed for redemption, the City shall deposit, or cause
to be deposited, with the Paying Agent/Registrar funds
sufficient to pay in full the principal of all Bonds or
portions thereof called for redemption, together with accrued
interest thereon to the redemption date. Any Bond or Bonds
duly called for redemption, due provision for the full
payment of which has been timely made, shall cease to bear
interest from and after the date fixed for redemption.
Section 6: That the City shall cause to be kept
at the principal office of the Paying Agent/Registrar a
register (the "Bond Register") in which, subject to such
reasonable regulations as the City and the Paying Agent/
Registrar may prescribe, registration of the Bonds and
transfers of the Bonds shall be made as provided herein.
Upon surrender for transfer of any Bond at the principal
office of the Paying Agent/Registrar, the City shall execute
and the Paying Agent/Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one
or more new Bonds of the same maturity, of any authorized
denominations, bearing the same rate of interest and of a
like aggregate principal amount. At the option of the
registered owner of any Bond, it may be exchanged for other
Bonds of the same maturity, of any authorized denominations,
bearing the same rate of interest, and of like aggregate
principal amount, upon surrender of the Bond to be exchanged
at the principal office of the Paying Agent/Registrar.
Whenever any Bond is so surrendered for exchange, the City
shall execute, and the Paying Agent/Registrar shall authenti-
cate and deliver, the Bonds which the registered owner of
the Bond making the exchange is entitled to receive. All
Bonds issued upon any transfer or exchange of any Bond shall
be the valid obligations of the City, evidencing the same
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ORDINANCE NO. 1517
debt, and entitled to the same benefits under this Ordinance,
as the Bond surrendered upon such transfer or exchange.
Every Bond presented or surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner
thereof or his attorney duly authorized in writing. No
service charge shall be made to the registered owner for any
registration, transfer or exchange of Bonds, but the City or
the Paying Agent/Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or
exchange of Bonds. Neither the City nor the Paying
Agent/Registrar shall be required to transfer or exchange
any Bond during the period of fifteen (15) days next
preceding any interest payment date or to transfer or
exchange any Bond during the thirty (30) day period prior to
the date fixed for the redemption of such Bond.
Section 7: That the City, the Paying Agent/Registrar
and any other person may treat the individual, firm or
corporation in whose name any Bond is registered on the Bond
Register as the absolute owner of such Bond for the purpose
of making and receiving payment of the principal thereof and
interest thereon and for all other purposes, whether or not
such Bond is overdue, and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to
the contrary. All payments made to any such person, firm or
corporation deemed to be the owner of any Bond in accordance
with this Section 7 shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/
Registrar to the extent of the sums paid.
Section 8: That the Bonds shall be executed on
behalf of the City by the Mayor under its seal attested by
the City Secretary. Each such signature may be manually
executed or placed in facsimile on the Bonds, and the City's
seal may be manually impressed, printed or otherwise placed
on the Bonds. Bonds receiving the manual or facsimile
signatures of individuals who were at the time the duly
elected or appointed officers of the City shall be binding
upon the City notwithstanding such individuals or either of
them shall cease to hold such offices prior to the certification,
registration, authentication or delivery of such Bonds or
shall not have held such office on the date of such Bonds,
all as provided in the Bond Procedures Act of 1981, as
amended. The Initial Bonds, each payable to the Purchaser
named in Section 15 hereof, shall be executed and submitted
to the Attorney General of Texas for approval, and thereupon
certified by the Comptroller of Public Accounts of the State
of Texas by his manual signature or by the manual signature
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ORDINANCE NO. 1517
of one of his deputies thereunto duly authorized. No Bond
authorized by this Ordinance shall be entitled to any right
or benefit hereunder, or be valid or obligatory for any
purpose unless the Comptroller of Public Accounts of the
State of Texas or his duly authorized agent shall have
executed a Registration Certificate substantially in the
form of the Registration Certificate of Comptroller of
Public Accounts set forth in Section 9 hereof or the Paying
Agent/Registrar shall have executed a Certificate of Auth-
entication substantially in the form of the Certificate of
Authentication of Paying Agent/Registrar set forth in Section
9 hereof, and either such executed certificate upon any Bond
shall be conclusive evidence that such Bond has been executed
and delivered pursuant to this Ordinance.
Section 9: That the form of the Bonds, including
the form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be typed or printed
on each of the Initial Bonds only, and the form of Certificate
of Authentication of the Paying Agent/Registrar to be typed
or printed on all of the Bonds other than the Initial Bonds
shall be, respectively, substantially as follows:
(Form of Bond)
Registered Registered
No.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION BOND
SERIES 1984
Interest Rate Due
February 1,
Initial Date
May 1, 1984
CUSIP No.
The City of College Station, Texas (the "City"), for
value received, hereby promises to pay to
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ORDINANCE NO. 1517
or registered assigns, on the due date shown above, the sum
of DOLLARS,
and to pay interest thereon until paid, at the rate speci-
fied above, from the later of the Initial Date shown hereon
or the most recent date to which interest has been paid or
duly provided for, beginning August 1, 1984, and semiannually
thereafter on February i and August 1 of each year until the
principal sum shall have been paid, such interest to be
computed on the basis of a 360-day year of twelve 30-day
months. The principal of this Bond is payable in lawful
money of the United States of America, without exchange or
collection charges, at the principal corporate trust office
of the Paying Agent/Registrar executing the Certificate of
Authentication appearing hereon, upon presentation and
surrender of this Bond. The interest on this Bond payable
on any interest payment date will be paid to the person,
firm or corporation in whose name this Bond is registered at
the close of business on the 15th day of the calendar month
next preceding such interest payment date by check or draft
dated as of the interest payment date and mailed to such
registered owner.
(Additional Provisions of the Bonds)
(To be printed or typed on the face of the
Initial Bonds and printed on the back
of all other Bonds)
THIS BOND is one of the series specified in its
title issued in the aggregate principal amount of $8,630,000
(the "Bonds") pursuant to an ordinance (the "Bond Ordinance")
duly adopted by the City Council of the City for the purpose
of making the following public improvements, to-wit: $700,000
for the purpose of constructing or purchasing improvements
for the drainage of surface and flood waters from the City,
leaving $1,230,000 of bonds authorized for such purpose at
an election held in the City on August 13, 1983 to be issued
in one or more installments at a later date or dates;
$2,200,000 for the purpose of constructing or purchasing a
new police station and additions to and/or renovations of
the City's existing police station, constituting all of the
bonds authorized at the election held in the City on January 24,
1984 for such purpose; $555,000 for the purpose of constructing
or purchasing additions to and/or renovations of the City's
existing central fire station, constituting all of the bonds
authorized at the election held in the City on January 24,
1984 for such purpose; $500,000 for the purpose of constructing
or purchasing a maintenance and storage building for use by
the street and sanitation departments of the City, leaving
$925,000 of bonds authorized for such purpose at.an election
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ORDINANCE NO. 1517
held in the City on January 24, 1984 to be issued in one or
more installments at a later date or dates; $1,150,000 for
the purpose of improving the existing public parks in the
City, constituting all of the bonds authorized at the election
held in the City on January 24, 1984 for such purpose; and
$3,525,000 for the purpose of constructing improvements to
the streets of the City, including necessary drainage in
connection therewith, leaving $2,800,000 of bonds authorized
for such purpose at an election held in the City on January 24,
1984 to be issued in one or more installments for such
purpose; under and in strict conformity with the Constitution
and laws of the State of Texas, including without limitation
Chapters 1 and 7 of Title 22 of Vernon's Texas Civil Statutes,
as amended, and by authority of the bond elections described
above.
The Bonds are payable from the proceeds of an ad
valorem tax levied upon all taxable property within the City
within the limitations prescribed by law. Reference is
hereby made to the Bond Ordinance for a description of the
covenants by which the Bonds are secured, the respective
rights thereunder of the registered owners of the Bonds and
the City, and the terms upon which the Bonds are, and are to
be, authenticated and delivered.
The City has reserved the right to redeem, in
whole or from time to time in part, all of the Bonds matur-
ing in the years 1995 through 2004 on February 1, 1994, or
any interest payment date thereafter, by paying the princi-
pal thereof and accrued interest thereon. If less than all
of the Bonds of any particular maturity are to be redeemed,
the City shall designate the principal amount of Bonds of
each maturity to be redeemed and the Paying Agent/Registrar
shall designate the particular Bonds within such maturity in
integral multiples of $5,000. At least thirty (30) days'
prior notice of any such redemption shall be given by mail
as provided in the Bond Ordinance. Any Bond or Bonds duly
called for redemption, due provision for the full payment of
which has been timely made, shall cease to hear interest
from and after the date fixed for redemption.
As provided in the Bond Ordinance and subject to
certain limitations therein set forth, this Bond is transfer-
able on the Bond Register of the City, upon surrender of
this Bond for transfer at the principal office of the Paying
Agent/Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered
owner hereof or his attorney duly authorized in writing, and
thereupon one or more new fully registered Bonds of the same
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ORDINANCE NO. 1517
maturity, of authorized denominations, bearing the same rate
of interest, and for the same aggregate principal amount
will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange this Bond
during the period of fifteen (15) calendar days next preced-
ing any interest palament date or (2) to transfer or exchange
this Bond during the thirty (30) day period prior to the
date fixed for the redemption of the Bonds.
The City, the Paying Agent/Registrar and any agent
of either of them may treat the person, firm or corporation
in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Bond be overdue,
and neither the City, the Paying Agent/Registrar nor any
such agent shall be affected by notice or knowledge to the
contrary.
It is hereby certified, covenanted and represented
that all acts, conditions, and things required to exist or
to be performed or done precedent to or in the issuance of
this Bond in order to render the same a legal, valid and
binding obligation of the City have been performed, exist
and have been done in regular and due time, form and manner,
as required by law, and that the issuance of the Bonds does
not exceed any constitutional or statutory limitation. This
Bond shall be construed in accordance with and shall be
governed by the laws of the State of Texas.
(Legend to be printed on the face of all
Bonds other than the Initial Bonds)
REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PRO-
VISIONS SHALL FOR ALL PURPOSES HAVE '£~ SAME EFFECT AS IF
FULLY SET FORTH IN THIS PLACE.
(Additional paragraph to be typed or
printed on Initial Bonds only)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become
obligatory for any purpose, unless the Comptroller of Public
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ORDINANCE NO. 1517
Accounts of the State of Texas or his duly authorized agent
shall have executed the Registration Certificate of Comptroller
of Public Accounts endorsed hereon.
(Additional paragraph to be printed on the
face of all Bonds other than the Initial Bonds)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become obliga-
tory for any purpose, unless the Paying Agent/Registrar shall
have executed the Certificate of Authentication endorsed hereon.
IN WITNESS WHEREOF, this Bond has been signed by
the manual or facsimile signature of the Mayor of the City
and attested by the manual or facsimile signature of the
City Secretary and the official seal of the City has been
manually impressed, printed or otherwise placed hereon.
CITY OF COLLEGE STATION, TEXAS
[City's Seal]
By
ATTEST:
Mayor
City Secretary
(Form of Registration Certificate of
Comptroller of Public Accounts
to be typed or printed on the Initial Bonds only)
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
§
6
§
§
REGISTER NO.
I HEREBY CERTIFY that there is on file and of
record in my office a certificate to the effect that the
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ORDINANCE NO. 1517
Attorney General of the State of Texas has approved this
Bond, and further that this Bond has been registered this
day by me.
WITNESS my signature and seal of office this
of the State of Texas
(SEAL)
(Form of Certificate of Authentication
of Paying Agent/Registrar
to be printed on all Bonds other than the Initial Bonds)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within
mentioned Bond Ordinance.
FIRST CITY NATIONAL BANK OF
HOUSTON, Houston, Texas, as
Paying Agent/Registrar
Dated:
By
Authorized Signature
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto (Print or typewrite name, address
and zip code of transferee) ...................................
................ ) the wi~in Bond and all rights t~ereunder,
and hereby irrevoc~ly constitutes and appoints ...............
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ORDINANCE NO. 1517
registration thereof, with full power of substitution in the
premises.
DATED: ................
In the presence of:
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
Section 10: That there is hereby created a special
fund to be called "CITY OF COLLEGE STATION, TEXAS, GENERAL
OBLIGATION BONDS, SERIES 1984, INTEREST AND SINKING FUND,"
and all taxes levied, assessed and collected for or on
account of the Bonds authorized by this Ordinance shall, as
collected, be deposited into said fund. While the Bonds or
any part of the principal of or the interest thereon remain
outstanding and unpaid, there is hereby levied and there
shall be annually assessed and collected in due time, form
and manner and at the same time other City taxes are assessed,
levied and collected, in each year beginning with the current
year, a continuing direct annual ad valorem tax upon all
taxable property in the City sufficient to pay the current
interest thereon and to create a sinking fund of not less
than two percent (2%) of the principal amount of the Bonds
then outstanding or of not less than the amount required to
pay the principal payable out of said tax, whichever is
greater, full allowance being made for delinquencies and
costs of collection, and said taxes, when collected, shall
be applied to the principal of and interest on the Bonds and
for no other purpose.
Section 11: That the Mayor is hereby authorized
and directed to submit, or cause to be submitted, the record
of the Bonds, and the Initial Bonds, to the Attorney General
of the State of Texas for examination and approval and
thereafter cause the Initial Bonds to be registered by the
Comptroller of Public Accounts of the State of Texas. Upon
said registration of the Initial Bonds, said Comptroller of
Public Accounts (or a deputy designated in writing to act
for said Comptroller) shall manually sign the Comptroller's
Registration Certificate prescribed herein to be endorsed on
each of the Initial Bonds, and the seal of said Comptroller
shall be impressed or stamped on each such Bond.
ORDINANCE NO. 1517
Section 12: That the City hereby covenants with
the Purchaser and any subsequent registered owner of the
Bonds that the City will not make any use of the proceeds of
the Bonds which will cause the Bonds to be or become arbitrage
bonds within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended, or any regulations promul-
gated thereunder, and that the City will otherwise comply
with the pertinent provisions of said Section 103(c) and
regulations in order that the Bonds will not be or become
arbitrage bonds thereunder.
Section 13: That if (1) any mutilated Bond is
surrendered to the Paying Agent/Registrar or (2) the city
and the Paying Agent/Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any Bond,
and (a) there is delivered to the City and the Paying
Agent/Registrar such security or indemnity as may be
required by them to save each of them harmless and (b) the
City and the Paying Agent/Registrar have no notice that such
latter Bond has been acquired by a bona fide purchaser; then
and in either such event the City shall execute and upon its
request the Paying Agent/Registrar shall register and deliver,
in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Bond, a new Bond of the same maturity and of
like tenor, interest rate and principal amount, bearing a
number not contemporaneously outstanding. Upon the issuance
of any new Bond under this Section 13, the City may require
the payment by the registered owner thereof of a sum sufficient
to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including
the fees and expenses of the Paying Agent/Registrar) connected
therewith. Every new Bond issued pursuant to this Section
13 in lieu of any mutilated, destroyed, lost or stolen Bond
shall constitute a replacement of the prior obligation of
the City, whether or not the mutilated, destroyed, lost or
stolen Bond shall be at the time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance
equally and ratably with all other outstanding Bonds.
Section 14: That the City covenants at all times
to maintain a Paying Agent/Registrar for the Bonds meeting
the qualifications herein set forth, and, subject to the
remaining provisions of this Section 14, hereby appoints
First City National Bank of Houston, Houston, Texas,
initially to serve in such capacity. The form, terms and
provisions of the proposed Agreement between the City and
First City National Bank of Houston providing for such
appointment which is attached to this Ordinance as Exhibit A
are hereby approved in all respects, and the Mayor and City
Secretary are hereby authorized and directed to execute and
deliver an agreement substantially in the form of such
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ORDINANCE NO. 1517
Agreement, with such changes therein as the officers executing
the same shall, as evidenced by their signatures thereon, approve.
The City expressly reserves the right to appoint one or more
successor Paying Agent/Registrars by (1) filing with the Paying
Agent/Registrar then serving a certified copy of a resolution or
ordinance giving notice of the termination of the City's agree-
ment with such Paying Agent/Registrar and appointing a successor
and (2) giving notice to all of the registered owners of the
Bonds and to the Municipal Advisory Council of Texas or its
successor. Every Paying Agent/Registrar appointed hereunder
shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any State,
authorized under such laws to exercise trust powers, and subject
to supervision or examination by Federal or State authority.
Section 15: That public advertisement for the sale
of the Bonds having been made and bids to purchase the Bonds
having been received pursuant thereto, it is hereby found
and declared that the bid submitted by
,tl~,{ ~'~,~ (the "Purchaser") is the
best bid recelveu, ~nd the sale of the Bonds to the Purchaser
at a price equal to the principal amount of the Bonds plus
accrued interest thereon from the Initial Date to the date
of actual delivery, plus a cash premium of $-.'-__, subject
to the unqualified approving opinion as toth~---legality of the
Bonds of the Attorney General of the State of Texas and
Baker & Botts, Houston, Texas, market attorneys, is hereby
authorized, ratified, approved and confirmed. The Mayor,
City Secretary and other appropriate officers of the City
are authorized and directed to perform all acts necessary
and/or convenient to carry out the terms of this Ordinance.
Section 16: That this Ordinance shall be effective
immediately upon its adoption.
PASSED AND APPROVED on May 15y'1984~/ ' .
Mayor, Ci~z~ of College
StatiC, Texas
ATTEST:
C~ty Secreta~3~, City of
College St~ftion, Texas
[SEAL]
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EXHIBIT A
BOND REGISTRAR AND
PAYING AGENT AGREEMENT
THIS AGREEMENT entered into as of ~, 1984
(the "Agreement") by and between the City of College Station,
Texas, a body politic and corporate and a political sub-
division of the State of Texas (the "City"), and First City
National Bank of Houston, a national banking association
duly organized and existing under the laws of the United
States of America with its principal offices in Houston,
Texas (the "Bank");
W I TNE S S E TH:
WHEREAS, the City has duly authorized and provided
for the issuance of its General Obligation Bonds, Series
1984 (the "Bonds") in the aggregate principal amount of
$8,630,000 to be issued as registered bonds without coupons;
and
WHEREAS, all things necessary to make the Bonds
the valid obligations of the City, in accordance with their
terms, will be taken prior to the issuance and delivery
thereof; and
WHEREAS, the City is desirous that the Bank serve
as the agent of the City for the purpose of providing for
the authentication, registration, transfer, exchange, replace-
ment and payment of the Bonds, all under and in strict con-
formity with the Ordinance of the City authorizing the issu-
ance and sale of the Bonds and approving this Agreement; and
WHEP~EAS, the Bank desires to serve as the City's
agent for the purposes listed above and to enter into and
perform its obligations under this Agreement;
NOW, THEREFORE, the City and the Bank hereby agree
as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. ADDointment.
The City hereby appoints the Bank to act as Paying
Agent/Registrar with respect to the Bonds, for the purposes
of (i) paying to the registered owners of the Bonds the
principal of and interest on all or any of the Bonds; (ii)
maintaining the Bond Register (as defined in Section 4.01)
in which shall be kept the names and addresses of the
registered owners of the Bonds; and (iii) authenticating
Bonds issued pursuant to the Ordinance authorizing the
Bonds, all as described in this Agreement.
The Bank hereby accepts such appointments, and
agrees to act as, the Paying Agent/Registrar with respect to
the Bonds, subject to the terms and conditions of this
Agreement.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the City hereby agrees to pay the Bank the
fees and amounts set forth in Annex A hereto until December
31, 1984 and thereafter the fees and amounts set forth in
the Bank's current fee schedule then in effect for services
as Paying Agent/Registrar for municipalities, which shall be
supplied to the City on or before ninety (90) days prior to
the close of each year, and shall be effective upon the
first day of the following year.
In addition, the City agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Bank in accordance with
any of the provisions hereof (including the reasonable
compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires:
-2-
"Bank Office" means the principal corporate
trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the
City in writing of any change in location of the
Bank Office.
"Bond Ordinance" means the ordinance of the
City Council of the City adopted on May 15, 1984
authorizing the issuance and sale of the Bonds, a
certified copy of which has been delivered to the
Bank.
"City Request" and "City Order" means a
written reguest or order signed in the name of the
City by the Mayor or the City Secretary of the
City and delivered to the Bank.
"Responsible Officer" when used with respect
to the Bank means the Chairman or Vice Chairman of
the Board of Directors, the Chairman or Vice
Chairman of the Executive Committee of the Board
of Directors, the President, any Vice President,
any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any
other officer of the Bank customarily performing
functions similar to those performed by any of the
above designated officers and also means, with
respect to a particular corporate trust matter,
any other officer to whom such matter is referred
because of his knowledge of and familiarity with
the particular subject.
ARTICLE THi~EE
PAYING AGENT
Section 3.01. Duties of the Bank as Paying Agent.
As Paying Agent, the Bank shall, provided adeguate
funds have been provided to it for such purpose by or on
behalf of the City, pay on behalf of the City the principal
of the Bonds at their respective maturities, whether at
their stated maturities or upon acceleration of maturity as
provided in the Bond Ordinance, to the registered owner
thereof upon surrender of the Bond to the Bank at the Bank
Office.
-3-
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the City, pay on behalf of the City the
interest on the Bonds when due, by computing the amount of
interest to he paid each registered owner thereof, preparing
the checks and mailing them as specified in the Bond Ordinance,
to such owners, addressed to their addresses appearing on
the Bond Register.
Section 3.02. Payfaent Dates.
The City hereby instructs the Bank to pay the
~rincipal of and interest on the Bonds at the dates specified
the Bond Ordinance.
ARTICLE FOUR
REGISTRAR
Section 4.01. Authentication, Transfer and Exchange.
The City shall keep at the Bank Office a register
(herein and in the Bond Ordinance called the "Bond Register")
in which, subject to such reasonable written regulations as
the City may prescribe (which regulations shall be furnished
the Bank herewith or subsequent hereto by City Order), the
City shall provide for the registration of Bonds and of
transfers of Bonds. The Bank agrees to maintain the Bond
Register while it is Registrar.
At any time and from time to time after the execu-
tion and delivery of this Agreement, any registered owner
may deliver to the Bank, for transfer or exchange, any Bonds
accompanied by instructions from such registered owner
designating the persons and authorized maturities and principal
amounts to and in which such Bonds are to be transferred or
exchanged, and the Bank shall thereupon, within not more
than three (3) business days, authenticate and deliver such
Bonds, as provided herein, in the Bond Ordinance and in such
instructions. Such Bonds shall be executed on behalf of the
City and shall be authenticated in the manner provided in
the Bond Ordinance. With respect to any Bond authenticated
and delivered by the Bank hereunder, the Bank shall place
the date of authentication of such Bonds in the place pro-
vided for such date in the form of Bond.
All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing
the same debt, and entitled to the same benefits hereunder
and under the Bond Ordinance, as the Bonds surrendered upon
such exchange.
-4-
No service charge shall be made by the Bank to the
registered owner of a Bond or any transferee for any registra-
tion, transfer or exchange of Bonds, but the Bank shall
require payment by such registered owner thereof or transferee(s)
of a sum sufficient to cover any tax or other governmental
charge that may be imposed upon or be collectible by the
City or the Bank in connection with any such transfer or
exchange of Bonds. Every Bond surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a
written instrument of transfer, the signature on which has
been guaranteed by an officer of a federal or state bank or
a member of the National Association of Securities Dealers,
Inc., in form satisfactory to the Bank, duly executed by the
registered owner thereof or his attorney duly authorized in
writing.
The Bank may request any supporting documentation
it feels necessary to effect a transfer or re-registration.
Section 4.02. Certificates.
The City shall provide an adequate inventory of
Bond certificates to facilitate transfers. The Bank covenants
that it will maintain Bond certificates in safekeeping and
will use reasonable care in maintaining such certificates in
safekeeping, which shall be not less than the care it maintains
for debt securities of other governments or corporations for
which it serves as registrar, or which it maintains for its
own securities.
4.03. Form of Bond Register.
The Bank as Registrar will maintain the records of
the Bond Register in accordance with the Bank's general
practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Register in any
form other than those which the Bank has currently available
and currently utilizes at the time; provided, however, that
such form shall at all times be adequate to provide for an
accurate accounting of the entire principal amount of Bonds
maturing in each year of maturity, and to permit the tracing
of any Bond to one of the Initial Bonds (as such term is
defined in the Bond Ordinance).
The Bond Register may be maintained in written
form or in any other form capable of being converted into
written form within a reasonable time.
Section 4.04. List of Registered Owners of Bonds.
The Bank will provide the City at any time requested
by the City, upon payment of the required fee, a copy of the
information contained in the Bond Register. The City may
also inspect the information in the Bond Register at any
time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the content
of the Bond Register to any person other than, or at the
written request of, the Mayor or City Secretary of the City,
except upon receipt of a subpoena or court order. Upon
receipt of a subpoena or court order, or any notice relating
to such a subpoena or order or a hearing with respect thereto,
the Bank will promptly notify the City so that the City may
have the opportunity to contest the subpoena or court order.
Section 4.05. Return of Cancelled Certificates.
The Bank will, in accordance with the written
instructions of the City, surrender to the City, cancelled
Bond certificates in lieu of which or in exchange for which
other Bonds have been issued, or which have been paid.
Section 4.06. Mutilatedf Destroyed, Lost or
Stolen Bonds.
The City hereby instructs the Bank to deliver and
issue Bonds in exchange for or in lieu of mutilated, destroyed,
lost or stolen Bonds as long as the same does not result in
an overissuance.
The Bank will issue and deliver a new Bond in
exchange for a mutilated Bond surrendered to it. The Bank
will issue a new Bond in lieu of a Bond for which it receives
written representation from the registered owner thereof
that the certificate representing such Bond is destroyed,
lost or stolen, without the surrender or production of the
original certificate. The Bank will pay on behalf of the
City the principal of a Bond for which it receives written
representation that such Bond is destroyed, lost or stolen
following the stated maturity or redemption of the Bond, with-
out the surrender or production of the original certificate.
The Bank will not issue a replacement Bond or pay
such replacement Bond for a lost, stolen or destroyed Bond
unless there is delivered to the Bank such security or
indemnity as it may require (which may be by the Bank's blanket
bond) to save both the Bank and the City harmless.
On satisfaction of the Bank and the City, the
certificate number on the Bond Register will be cancelled
with a notation that it has been mutilated, destroyed, lost
or stolen and a new Bond will be issued of the same series
and of like tenor and principal amount bearing a number (accord-
ing to the Bond Register) not contemporaneously outstanding.
The Bank shall
Bond the Bank's fees and
a new Bond in lieu of or
lost or stolen Bond.
charge the registered owner of the
expenses in connection with issuing
exchange for a multilated, destroyed,
The City hereby accepts the Bank's current blanket
bond for lost, stolen, or destroyed certificates and any
future substitute blanket bond for lost, stolen, or destroyed
certificates that the Bank may arrange and that has substan-
tially the same coverage, and agrees that the coverage under
any such blanket bond is acceptable to it and meets the
City's requirements as to security or indemnity. The blanket
bond utilized for the purpose of lost, stolen or destroyed
certificates by the Bank shall be available for inspection
by the City on request.
Section 4.07. Transaction Information to the City.
The Bank will, within a reasonable time after
receipt of written request from the City, furnish the City
information as to interest and principal payments it has
made with respect to the Bonds, Bonds it has delivered upon
the transfer or exchange of any Bonds pursuant to Section 4.01
and Bonds it has delivered in exchange for or in lieu of muti-
lated, destroyed, lost or stolen Bonds pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set
forth herein and agrees to use reasonable care in the
performance thereof.
Section 5.02. Reliance on Documentsf Etc.
(a) The Bank may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note,
security or other paper or document reasonably believed
by it to be genuine and to have been signed or presented
by the proper party or parties. The Bank shall not be
bound to make any investigation into the facts or
matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or
document supplied by the Mayor or City Secretary of the
City.
(b) The Bank may consult with counsel, and the
written advice of such counsel or any opinion of coun-
sel shall be full and complete authorization and protec-
tion with respect to any action taken, suffered or
omitted by it hereunder in good faith and in reliance
thereon.
(c) The Bank may exercise any of the powers
hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the
Bank.
Section 5.03. Recitals of the City.
The recitals contained herein and in the Bond
certificates, except the certificate of authentication of
the Bonds, shall be taken as the statements of the City, and
the Bank assumes no responsibility for their correctness.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity,
may become the owner or pledgee of Bonds and may otherwise
deal with the City with the same rights it would have if it
were not acting as the Paying Agent/Registrar or in any
other capacity hereunder.
Section 5.05. Moneys Held by Bank.
Money deposited by the City with the Bank for
payment of the principal (or redemption price) of or in-
terest on any Bonds shall be segregated from other funds of
the Bank and the City and shall be held in trust for the
benefit of the registered owners of the Bonds. Ail money
deposited with the Bank hereunder shall be secured in the
manner end to the fullest extent required by law for the
security of funds of the City. The Bank shall he under no
liability for interest on any funds received by it hereunder
unless a City official directs the investment of such funds,
in which case such funds shall he so invested and any interest
earned thereon shall he paid or credited to the City, unless
otherwise agreed with the City.
Section 5.06. Indemnification.
The City agrees to indemnify the Bank for, and
hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, aris-
ing out of or in connection with the performance of its
duties hereunder, including the cost and expense (including
its counsel fees) of defending itself against any such claim
or liability in connection with the exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Resignation and Removal.
The Bank may resign from its duties hereunder at
any time by giving not less than thirty (30) days' written
notice thereof to the City.
The Bank may be removed from its duties hereunder
at any time, with or without cause, by an ordinance or
resolution adopted by the City Council of the City designat-
ing a successor upon not less than thirty (30) days' notice;
provided, however, no such removal shall become effective
until such successor shall have accepted the duties of the
Bank hereunder by written instrument.
Upon the effective date of such resignation or
removal (or any earlier date designated by the City in case
of resignation) the Bank shall, upon palament of all its
fees, charges and expenses then due, transfer and deliver
to or upon the order of the City the Bond Register and all
other funds, records, Bonds and Bond certificates held by it
under this Agreement.
If the Bank shall resign or be removed, the City
shall by ordinance or resolution of its City Council promptly
appoint and engage a successor to fulfill the obligations of
the Bank hereunder, which appointment shall be effective as
of the effective date of the acceptance of such duties by
such successor. The City (or such successor on behalf of
the City) shall immediately give notice of such.substitution
hereunder to the registered owners of all Bonds then outstand-
ing, including the name of such successor and the address of
its principal office.
04Z5
Section 5.08. Mer~er, Conversion, Consqlidation or
Succession.
Any corporation into which the Bank may be merged
or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consoli-
dation to which the Bank shall be a party, or any corporation
succeeding to all or substantially all of the corporate
trust business of the Bank shall be the successor of the
Bank hereunder without the execution or filing of any paper
or any further act on the part of either of the parties
hereto. In case any Bond(s) shall have been authenticated,
but not delivered, by the Bank then acting hereunder, any
such successor by merger, conversion or consolidation to
such authenticating Bank may adopt such authentication and
deliver the Bond(s) so authenticated with the same effect as
if such successor Bank had authenticated such Bond(s).
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement
in writing signed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or per-
mitted hereby to be given or furnished to the City or the
Bank shall be mailed or delivered to the City or the Bank,
respectively, at the addresses shown on the signature page
hereof.
Section 6.04. Effect of Headings.
The Article and Section headings are for conven-
ience only and shall not affect the construction hereof.
-lO- 0 Z56
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the City
and the Bank shall bind their respective successors and
assigns, whether so expressed or not.
Section 6.06. Benefits of Agreement.
Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their succes-
sors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
Section 6.07. Entire Agreement.
This Agreement and the Bond Ordinance constitute
the entire agreement between the parties hereto relative to
the Bank's acting as Paying Agent Registrar and Authenticating
Agent and if any conflict exists between this Agreement and
the Bond Ordinance, the Bond Ordinance shall govern.
Section 6.08. Counterparts.
This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.09. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment
of principal and interest of the Bonds.
This Agreement may be earlier terminated upon
sixty (60) days' written notice by either party.
The provisions of Section 1.02 and Article Five
shall survive and remain in full force and effect following
the termination of this Agreement.
Section 6.10. Governing Law.
This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
[SEA ]
TEXAS
Attest:
City Sec~tary
Address:
1101 Texas Avenue
College Station, Texas 77~&
FIRST CITY NATIONAL BANK OF HOUSTON
[SEAL]
Attest:
Title:
BY
Title:
Address:
2 Houston Center
Lower Level
Houston, Texas 77002
RHG:101:F