HomeMy WebLinkAbout2003-2642 - Ordinance - 06/12/2003ORDINANCE NO. 2642
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TE~S AUTHORIZING THE ISSUANCE AND SALE OF CITY
OF CO!:!J~-GE STATION, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 200~, IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,790,000;
PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE
SECURITY FOR AND PAYMENT OF SAID BONDS; AWARDING THE
SALE THEREOF; APPROVING THE OFFICIAL STATEMENT;
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT,
INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, it is deemed advisable and to the best interest of the City of College Station (the
"City" or the "Issuer") that cemin genet~ put. se bonds authorized at elections previously held in said
City be combined in a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being
as follows:
DATE OF AMOUNT AMOUNT AMOUNT
~ON AUTH_ORIZE, D PURPOSE PREVIO~,Y, SOLD NOW OFFERED
November 3,1998 $ 8,359,G00 Street lfnp~ts $ ?,566,000 $
Nowmb~r $, 1998 2,980,000 Traffic ~nt Improvements 2,~,000 720,000
No.emir 3,1998 2.477,000 Fire Ststion 1,160,000 1,317,000
N~r 3,1998 1,S35,000 I.md Acquisition 1,055,000 780~00
November 3,1998 4,769,000 Psd~ Imp~ts 4,769,000 -0-
November 3,1998 $~,4q,0(X) Duinq~ lmpn~vuneats 1.785.000
S 24,240,0o0 $ 18,505,ooo
~, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1251 and 1331, Texas Government Code, as amended, and the Charter of the City.
THEREFORE, BE iT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
1. BONDS TO BE SOLD; SERIF_~ DESIGNATION. That the bond or bonds of the
City to be callcd "Cit~ of College Station~ Texas General Obligation Bonds, Series 200Y' (the
"Bonds" or the "Series 2003 Bonds"), be issued under and by virtue of the Constitution and laws of
the State of Texas and the Charter of said CitT, in the aggregate principal amount of $4,790,000 for the
purpose of financing permanent improvements to the City, to-wit, street improvements, ~c
management improvements, f~e station improvements, land acquisition, and drainage improvements,
as provided in the preamble to this Ordinance.
2. MATURITY SCHEDULE. That the Series 2003 Bonds shall be dated July 1, 2003, shall
be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecu-
tively from R-I upward, and shall mature on the maturity date, in each ofthe years, and in the amounts,
respectively, as set forth in the following schedule:
MATURITY DATE: FF~RUARY 15
2005 55,ooo 2o 5 255,000
2006 165,000 2016 270,000
200'/ t?o,ooo 280,000
2008 180,000 2018 295,000
2009 190,000 2019 310,000
2010 200,000 2020 330,000
2011 210,000 2021 345,000
2012 220,000 2022 360,000
2013 230,000 2023 380,000
2014 245,000
3. REDEMPTION PROVISIONS. (a) That the City reserves the right to redeem the Series
2003 Bonds maturing on or after FebmatT 15, 2014, in whole or in part, on February 15, 2013, or on
any date thereafter, for the principal amount thereof plus accrued interest thereon to the date fixed for
redemption. The years ofmaturity ofthe Series 2003 Bonds called for redemption at the option of the
City prior to stated maturity shall be selected by the City. The Series 2003 Bonds or portions thereof
redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar
(hereinafter defined); prodded, that during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Series 2003 Bonds, if fewer than all of the Series
2003 Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Series 2003 Bonds of tach maturity and beating such interest rate shall be selected in accordance with
the arrangements between the City and the seo~ties depository.
(b) The Bonds [are][are not] subject to mandatory sinking fund redemption prior to their
scheduled maturities.
(c) At least 30 days prior to the date fixed for any such redemption the City shall cause st
written notice ofsuch redemption to be deposited in the United States Mail, first-c~s postage prepaid,
addressed to each such registr, red owner at his address shown on the Registration Books (here~after
defined) of the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall
be made ~th the Pa~ng Ag~nt/R~gi~ttar for the ~m~t of' the r~quired redemption price for the
S~i~ 2005 Bon& or th~ portion~ ther~o£~hich ~ t~ b~ ~o rede~ned, plu~ accru~ in~t thereon
to the dat~ fixed for r~d~mption. If mc.h noti~ of t'~~ption i~ gi,~ and if du~ provision for tach
~ym~nt i~ made, all ~ provided abo,e, th~ S~ri~ 200~ Bon& or th~ ponion~ th~ofwhich ar~ to be
~o red--ed, thereby automatically ~hall b~ t-~e~m~l pdor to their ~ch~duled matudti~, and ~hall not
b~ar in~t af't~ th~ da~ f~:~ for th~qr r~l~mption, and ,hall not I:~ ~-.l~ded ~ b~ outstanding
~e~pt for th~ right of th~ t'~tm'~ ovm~ ~o r~:~i,~ th~ r~:l~nption prk:~ plm ~a'u~d in~t to thc
date fix~ for r~d~mption fi'om the Pa~in§ Al~nt/ll.~gi~ttar out of th~ fund, pt'ovid,! for ~uch
payment. The Paying Ag~t[Rt~trar ~hall record in th~ R~gi~trafion Booi~ all ~uc.h ~d~rnption, of
principal of the Series 2003 Bonds or any portion thereof. If a portion of any Series 2003 Bond shall
be redeemed a substitute Series 2003 Bond or Series 2003 Bonds having the same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at
the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance. In addition to the foregoing,
the City shall cause the Paying Agent/Registrar to give notice of any such redemption in the manner
set forth in Section 50a) hereof. The failure to cause such notice to be given, however, or any defect
therein, shall not affect the validity or effectiveness of such redemption.
4. INTEREST. That the Series 2003 Bonds scheduled to mature during the years
respectively, set forth below shall bear interest at the following rates per annum:
mastics 2005, _____'~ maturities 2015, %
ma~dcs 2006, _____~'~ maturities 2016, . %
manges 2007, ............... % maturities 2017, .... %
rna~des 2008, ............................ % maturities 2018, %
matufidcs 2009, % maturities 2019,. %
maturities 2010, .......................... "/~, maturities 2020, .......... %
maturities 2011, ~.'~, maturities 2021, .___.%
maturities 2012, ___~_~'~ maturities 2022, %
maturities 2013, ............... % matu~fics 2023, .%
maturities 2014, ,~;o
Said interest shall be payable to the registered owner of any such Series 2003 Bond in the manner
provided and on the dates stated in the FORM OF BOND.
5. ADDmONAL CltiRi mS oF THlg BONDS. (s) That the City shall keep
or cause to be kept at the designated corporate mist office in Dallas, Texas (the "Designated
Payment/Transfer Office'~ of Jl~Mo~ Chase Bank (the '~P~tying Agent/Regist~'~, or such other
bank, trust company, financi~ institution, or other ngency named in nccordance with the provisions
of (g) below, books or records of the registration and transf~ ofthe Series 2003 Bonds (the "Registra-
tion Books'~, and the City hereby appoints the Paying Agent/Registrar ns its regis~ and transfer agent
t~ keep such books or records nnd tmke such transfers and regis~fio~ under such reason~le regula-
tions as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such transfers nnd registrations as herein provided. It shall be the duty of the Paying Agent/Registrar
to obtain from the registered owner and record in the Registration Books the nddress ofsuch registered
owner of each bond to which payments with respect to the Series 2003 Bonds shall be mailed, ns herein
provided. The City or its designee shall have the right to inspect thc Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying AgentJRegjstrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their inspection
by any other entity. Registration of each Series 2003 Bond may be transferred in the Registration
Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer
of registration and cancelhfiorg together with proper written insmmaents of assignment, in form and
with guaran~e of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of
such bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees
thereof, and the fight of such assignee or assignees to have such bond or any such portion thereof
registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series
200~ Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor
in the manner herein provided.
(b) The entity in whose name any Series 2003 Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contral~ and p~yment of, or on account of, the principal of, premium,
if any, and interest on any such bond shall be made only to such registered owner. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum
or sums so paid.
(c) The City hereby fiirther appoints the Paying Agent/Registrar to ssct as the paying agent for
paying the principal of and interest on the Series 2003 Bonds, and to act as its agent to exchange or
replace Series 2003 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of'all payments made by the City and the P~ying Agent/Registrar with respect to the
Series 2003 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi-
nance.
(d) Each Series 2003 Bond may be exchanged for fully registered bonds in the manner set forth
herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Payment/Transfer Office of
the Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered
owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without
interest coupons, in the form prescribed in the FORM OF BOND, in the denomination of $5,000, or
any integral multiple thereof (subject to the requirement hereinafter stated that each substitute bond
shall have a single stated maturity date), as requested in writing by such regis~d owner or such
assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of
any Series 2005 Bond or Series 2003 Bonds so surrendered, snd payable to the appropriate regis~
owner, sssignee, or assignees, as the case may be. If a portion of any Series 2003 Bond sh~ll be
redeemed prior to its scheduled maturity as provided herein, is substitute bond or bonds having the
same maturity date, bearing interest st the same rate, in the denomination or denominitions of any
integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal ~xnount
equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof
for cancellation. If any Series 2003 Bond or portion thereof is assigned and transfe~d, each bond
issued in exchange therefor s~l have the same principal maturity date and bear interest at the same
rate as the bond for which it is being exchanged. Each substitute bond shall bear ~ letter and/or
number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or rephce
Series 200:5 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange
for or rephcement of any Series 2003 Bond or portion thereof as permitted or required by any provi-
sion of this Ordinance shall constitute one of the Series 2003 Bonds for all purposes ofthis Ordinance,
and may again be exchanged or replaced. It is specific~y provided, however, that any Series 2003
Bond delivered in exchange for or replacement of another Series 2003 Bond prior to the first scheduled
interest payment date on the Series 2003 Bonds (as stated on the face thereof) shall be dated the same
date as such Series 2003 Bond, but each substitute bond so delivered on or after such first scheduled
interest payment date shall be dated as of the interest payment date preceding the date on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery;pmu/d~d, bo~t, er, that if at the time of delivery
of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute bond shall be dated as of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Series 2003 Bond or Series 2003 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the form hereinafter set forth in the FORM OF BOND (the "Authentication
Certificate"). An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such substitute bond, date such substitute bond in the manner set forth above, and manually sign
and date the Authentication Certificate., and no such substitute bond shall be deemed to be issued or
outstanding unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly
shall cancel all Series 2003 Bonds surrendered for exchange or replacement. No additional ordinances,
orders, or resolutions need be passed or adopted by the City Council or any other body or person so
as to accomplish the foregoing exchange or replacement of any Series 2003 Bond or portion hereof,
and the Paying Agent/Registrar shall provide for the printing, execution, and delivexy of the substitute
bonds in the manner prescribed herein. Purs~t to Chapter 1206, Texas Government Code, the duty
of exchange or replacement of any Series 2003 Bond as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced
bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2003 Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required to transfer or exchange any Series 2003 Bond so selected for
redemption, in whole or in part, within 45 calendar days of the date fixed for redemption; provided,
however, such limitation of transfer shall not be applicable to an exchange by the registered owner of
the uncalled principal of a Series 2003 Bond.
(e) All Series 2003 Bonds issued in exchange or replacement of any other Series 21)03 Bond or
portion thereof, (i) shall be issued in fully registered form, without interest coupons, ~th the prindpal
of and interest on such Series 2003 Bonds to be payable only to the registered owners thereof, ('it') may
be redeemed prior to their scheduled maturities, (iil) may be transferred and assigned, (iv) may be ex-
changed for other Series :2003 Bonds, (v) shall have the characte~fics, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Series :2003 Bonds shall be payable, all as provided, and in
the mann~ required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registxar's reasonable and customary fees and charges
for making transfers of Series 2003 Bonds, but the registered owner of any Series 2003 Bond requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The registexed owner of any Series 2003 Bond requesting any exchange shall pay the Paying
Ag~t/R~gi~trar', rea.qo~l¢ and ~tandard or cu.qmmary £¢~ and chat'l~ £or ~xchangingany tach bond
or portion thereof, tol~th~ with any tax~ or gov~'nm~n~ char~ required to be paid ,~ith r~p¢ct
th~eto, all a~ a condition pr~ed~nt to the ~~:i~ of~uch pd~~n~ o£~change, ~¢~pt, how~, that
in th~ ca~ of thc ~xchanl~ of an ~,il~d and tra~£~ bond or bon& or any portion or portion,
th~of in any intq~ multiple of' 85,000. and in th~ ca~ of th~ ~xc..hange of th~ unr¢&~n~l portion
of' a Seri~ 200~ Bond which h~ been redeemed in part prior m maturity, a~ provided in ~
Ordinance, such fees and charges will be paid by the City. In addition, the City hereby covenants with
the registered owners of the Series 2003 Bonds that it will (i) pay the reasonable and standard or
customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment
of the principal of and interest on the Series 2003 Bonds, when due, and ('a) pay the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2003
Bonds solely to the extent above provided, and with respect to the exchange of Series 2003 Bonds
solely to the extent above provided.
(g) The City covenants with the registered owners of the Series 2003 Bonds that at all times
while the Series 200:5 Bonds are outstanding the City will provide ~ competent and legaJl¥ qualified
bank, trust company, or other entity duly qualified and legally ~uthorized to ~ct as and perform the
services of PayingAgent/Registrar for the Series 2003 Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In
the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that
promptly it will appoint a competent and legally qualified national or state banking institution which
shall be · corporation ot, ganized and doing business under the laws of the United States of Americ~ or
of any state., authorized under such laws to exercise trust powers, subject to supervision or examination
by federal or state authority, and whose qualifications subsmn~y are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), alongwith all other pertinent books and records relating to the
Series 2003 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon
any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Series 2003 Bonds, by United
States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Regis-
trar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed
to have agreed to the provisions of this Ordinance, and · certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(h) (i) In addition to the manner of providing notice of redemption of Series 2003
Bonds as set forth in this Ordinance, the Paying Agent/Registrar shall give notice of redemption of
Series 2003 Bonds by United States mail, first-~s postage prepaid, at least 30 days prior to a
redemption date to each NRMSIR (as defined in Section 14 hereof) and the SID (as defined in Section
14 hereof). In addition, in the event of a redemption caused by an advance refunding of the Series
2003 Bonds, the Paying Agent/Registrar shall send s second notice of redemption to the persons
specified in the immediately preceding sentence at least 30 days but not more than 90 days prior to the
acu~ redemption date. Any notice sent to the NRMSIRs or the SID shall be sent so that they are
received ~t least two days prior to the genet~ mailing or publication date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Series 2003
Bond who has not sent the Series 2003 Bonds in for redemption 60 days after the redemption date.
(it} Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain z description of the Series 2003 Bonds to be redeemed, induding the
complete name of the Series :2003 Bonds, the series, the date of issue, the inmrest mt% the malty
date, the CUSIP number, if any, the amounts called of each certificate, the publication and mailing date
for the notice, the dat~ ofr~d~nption, the r~mpfion price, the name of the Paying Ag~t/Rq~trar
and the addr~ at which th~ S~Ji~ 200~ Bond may be r~d~~d, induding a contact p~on and
tel~hone number.
(fi~ Ali redemption payments made by the Paying Agent/Registrar to the registered owners
of the Series 2003 Bonds shall include CUSIP numbe~ relating to each mount paid to such regi~t~d
6. FORM OF BONDS. That the form of' all Series 2003 Bonds, including the form of the
Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration
Certificate to accompany the Series 20021 Bonds on the initial delivery thereof, shall be, respectivdy,
substantially in the form set forth in Exhibit A to this Ordinance, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance. The printer of the Series 2003
Bonds is hereby authorized to print on the Series 2003 Bonds (t) the form of bond counsd's opinion
relating to the Series 2003 Bonds, and [u] an appropriate statement of insurance furnished by a
munidpal bond insurance company providing munidpal bond insurance, ifany, covering all or any part
of the Series 200~ Bonds.
7. ~ OF TAX; INTBRF_,$T AND SINKING FUND. That a special fund or account,
to be designat~ the "City of Gollege Station, Texa~ Series 2003 General Obligation Improvement
Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund'~ is hereby created and shall be
established and maint~ed at an official depository of the City. The Interest and Sinking Fund shall
be kept separate and apart from all other funds and accounts of the City, and shall be used only for
paying the interest on and principal of the Series 2003 Bonds. All ad valorem taxes levied and collected
for and on account of the Series 2003 Bonds shall be deposited, as collected, to the credit of the
Interest and Sinking Fund. During each year while any Series 2003 Bond is outstanding and unpaid,
the City Council of the City shall compute and ascertain the rote and amount of ad valorem tax, based
on the htest approved tax rolls of the City, with full allowances being made for tax delinquendes and
costs of tax collections, which will be suffident to raise and produce the money required to pay the
interest on the Series 2003 Bonds as such interest comes due, and to provide a sinking fund to pay the
prindpal ~mduding man&to~ sinking fund redemption payments, if any) of the Series 2003 Bonds as
such prindpal matures, but never less than 2% of the outstanding principal amount of the Series 200~
Bonds ss a sinking fund each year. Said tam and amount of ad valorem tax is hereby ordered to be
levied and is hereby levied against all taxable property in the City for each year while any Series 200:5
Bond is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year
and deposited to the credit of the Interest and Sinking Fund. Said ad valorem taxes necessary to pay
the interest on and principal of the Series 2003 Bonds, as such interest comes due, and such prindpal
matures or comes due through operation of the mandatory sinking fund redemption, if any, as
provided in the FORM OF BOND, are hereby pledged for such purpose, within the limit prescribed
by law. There shall be appropriated from the General Fund of the City for deposit into the Interest
and Sinking Fund moneys as may be necessary to pay the principal and interest p~yments on the Series
2003 Bonds scheduled to occur on or before Pebruary 15, 2004. Money in the Interest and Sinking
Fund, ~t the option of the City, may be invested in such securities or obligations ss pem~tt~ under
applicable law and the City's investment policy. Any securities or obligations in which money is so
invested shall be kept and hdd in trust for the benefit of the owners of the Series 2003 Bonds and shall
be sold and the proce~ of sale shall be timely applied to the making of all p~yments required to be
made from the Interest and Sinking Fund. Interest and income derived from the investment of money
in the Interest and Sinking Fund shall be credited thereto.
8. DAMAGED, LOST, STOLEN OR DESTROYED BONDS. (a) That in the eventsny
outstanding Series 2003 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, snd delivered, ~ new bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 2003
Bond, in replzcement for such Series 2003 Bond in the manner herein~ provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Seres 2003
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Series 2003 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Series 2003 Bond, the applicant shall fumhh to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Series 2003 Bond, as the case may be. In
every case of dmmge or mutilation of a Series 2003 Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2003 Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2003
Bond ~hall have matured, and no default has occurred which is then continuing in the payment of the
ptindpal of, redemption premimn, if any, or interest on the Series 2003 Bond, the City may authorize
the payment ofthe same (without surrender thereofexcept in the case ora damaged or mutilated Series
2003 Bond) instead of issuing a replacement Seres 2003 Bond, provided security or indemnity is fur-
nished as above prodded in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the
owner of such Series 2003 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisiom of this Section by virtue ofthe fact that any
Series 2003 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Series 2003 Bond shall be found at any time., or be
enfomeable by anyone, and ~hall be entided t~ all the benefit~ of thi~ Ordinance equally and
proportionatdy with any and all other Series 2003 Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall comtitute authority for the issuance of any' such replacement bond without necessity of fur&er
action by the governing body of the City or any other body or person, and the duty of the replacement
of tach bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(cl) of this Ordinance for Series 2003 Bonds issued in exchange for other Series 2003 Bonds.
9. SUBMISSION OF PROCEEDINGS TO ATTORNEY GENERAl. That the Mayor
or the designee thereof is hereby authorized to have control of the Series 2003 Bonds and all necessary
records and proceedings pemining to the Series 2003 Bonds pending their delivery md their
investiggtion, exsmination and spproval by the Attorney Gener~ of' the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of' the
Series 2003 Bonds, said Comptroller of Public Accounts (or ~ deputy designa~d in writing to act for
said Comptroller) shsll manu~y sign the Comptroller's Registration C. ertif~t~ accompanying the Series
2003 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such
certificate. After registration by said Comptroller, delivery of' the Bonds shall be made to the
representative for the underwriters named in Section 10 below under and subiect to the general
supervision and direction of the Mayor, against receipt by the City of all mounts due to the City under
the terms of sale.
10. SALE OF BONDS. (a) That the sale of the Bonds to ___ , as syndicate
manager (the "Initial Purchasers"), at a price of par and accrued interest to the date of delivery, is
hereby authorized, ratified and confirmed. One Bond in the principal amount maturing on each
maturity date as set forth in Section 2 hereof shall be delivered to the Initial Purchasers, registered in
the name Cede & Co., and the Initial Purchasers shall have the right to exchange such Bonds as
provided in Section 5 hereof without cost. It is hereby offidally found, determined and declared that
the Bonds were sold to the highest bidder at terms that were the most advantageous reasonably
obtained. The Initial Purchasers included in their bid that the Bonds are to be insured by
(the "Insurer"), with the cost ofthe municipal bond insurance policy to be paid
by the ini '"i, rchas"ers. ^ legend provided by the Insurer for inclusion on the Bonds is hereby
authorized to be printed on the Bonds.
(b) That the Notice of Sale and Bidding Instructions and the Official Bid Form, together with
any addenda thereto, prepared and circulated with respect to the sale of the Series 2003 Bonds, are
hereby approved. The use of the "Prdiminary Offidal Statement" dated May 8, 2003, prepared in
connection with the sale of the Series 2003 Bonds, is hereby ratified and approved. The Director of
Fiscal Services is hereby authorized to cause a final "Official Statement" to be prepared in connection
with the sale of the Series 2003 Bonds.
11. FEDERAL TAX COVENANTS. That the issuer covenants to take any action to assure,
or refrain from any action which would adversely affect, the treatment of the Series 2003 Bonds as
obligations described in section 103 of the Internal Revenue Code of 1986 (the "Code'~, the interest
on which is not includable in the "gross income" of the holder for purposes of federal income taxation.
In furthe~ce thereof, the Issuer covenants as follows:
(~) to take any action to assure that no more than 10 percent of the proceeds of
the Series 2003 Bonds or the pmiects financed therewith (less amounts deposited to ~ reserve
fund, if any) are used for any ~pfivate business use,' as defined in section 141 (b)(6) ofthe Cxxte
or, if more than 10 percent of the proceeds are so used, that arnotmts, whether or not received
by the Issuer, with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arran~mt, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Series 2003 Bonds, in contra-
venfion of section 141 (b) (2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds ofthe Series 2003 Bonds
or the project~ financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in exce~s of 5 percent is used for a "private bminess use" which is "relate" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(c) to ufl~e any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Series 11003 Bonds (less amounts deposittd into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Series
2003 Bonds being treated as "private activity bonds" within the meaning of section 141(b) of
the Code;
(e) to refrain from taking any action that would result in the Series 2003 Bonds
being "federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Series 2003 Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Series 2003 Bonds, other than investment property
acquired with --
(1) proce~ of the Series 2003 Bonds invested for a reasonable tempotm-y
period of three years or less, or in the case of refunding bonds, 30 days or less until
such proceeds ~re needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2003 Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 2003 Bonds or
amounts treated as proceeds of the Series 2003 Bonds, as may be nec. e~ary, so that the Series
2003 Bonds do not oth~e contravene the requiremenm of section 148 of the Code (relating
to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Series 2003 Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings", within the meaning of section 148(0 of the Code and to
pay to the United States of America, not later than 60 days after the Series 2003 Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
For purposes of the foregoing chuses (a) and (b) above, the Issuer understands that the term
"proceecls" includes "disposition proceeds~ as defined in the Treasury Regulations and, in the case of
a refunding bond, transferred proceeds ('d'~qy) and proceeds of the refunded bonds expended prior
to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgamd by the U.S. Depamnent of the Tressuq~ purs~t thereto. In the event that reguh6ons
or rulings are hereafter promulgated which modify or exp~d provisions of the Code, ss spplicable to
the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
that such failure ~o comply, in the opinion of nationally-recognized bond counsel, will not ~dversely
affect the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve
the exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the
Director of Financial Services may execute any certificates or other reports required by the Code and
to make such elections, on behalf of the City, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of'the United States of America, and such Rebate Fund shall
not be subject to the daim of any other person, including without limitation the registered owners of
the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
1:~ ALLOCaTiON OF, AND LIMITATION ON, EXPENDITURF..q FOR THE
PROJECT. That the City covenants to account for on its books and records the expen~~e o£
proceeds from the sale of the Bonds and tony investment earnings thereon to be used for the purposes
described in Section I of this Ordinance (such purposes referred to herein snd Section 21 hereof' ss
a "Proiect'~ in accordance with the requirements of the Code. The City recognizes that in order for
the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (a) the expenditure on a Proiect is made or
(b) each such Proiect is completed; but in no event later than three years after the date on which the
original expenditure is paid. The foregoing notwithstanding~ the City recognizes that in order for
proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended
no more than 60 days after the earlier of (a) the fifth anniversary of the date of delivery of the Bonds
or (b) the date the Bonds are retired. The City agrees to obtain the advice of a nationally-recognized
bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure
will not ~dversely affect the tax-exempt status of the Bonds. For purposes of this Section, the City shall
not be oblig~md to comply v,-ith this covenm~t if it obtains an opinion of a nationally-recognized bond
counsel to the effect that such ~ to comply vgn not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
13. DISPOSITION OF PROJECT. That the City covenants that the property constituting
the Project will not be sold or otherwise disposed in a tramaction resulting in the receipt by the City
of cash or other compensation, unless the City obtains an opinion of ~ nation.y-recognized bond
counsel substan~y to the effect that such sale or other disposition will not adversely affect the tax-
exempt status of the Bonds. For purposes of this Section, the portion of the property comprising
personal property and disposed of in the ordinary course of business shall not be treated as a
trans~on resulting in the receipt of cash or other compensation. For purposes of this Section, the
City shall not be obligated to comply with this covenant if it obtains an opinion of a nationslly-
recognized bond counsel to the effect that such fail~ to comply will not sdversely st~ the
excludability for feder~ income tax purposes from gross income of the interest.
14. CONTINUING ONGOING DISCLOSU~. (~)
Section, the following roms have the meanings ascribed'to such mnm below:.
['hat as used in this
"M3'RB" means the Munidpal Securities Rulemaking Board.
.11-
"NRM3'/R" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from
time to time.
"Ruf" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"S/D" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
~) Annual Re/mm. (i) The City shall provide annually to each NRMSIR and any SID, within
six months after the end of each fiscal year ending in or after 2003, financial information and operating
data with respect to the City of the genet~ type included in the final Official Statement authorized by
Section 10 of this Ordinance, being the information described in Exhibit B hereto. Any finmcial
statemenm ~o to be provided shall be (1) prepared in accordance with the accounting prindples
described in E, xhibit B hereto, or ~uch other accounting prindple~ m the City may be required to
employ from time to time pur~mnt to ~tat~ law or regulation, and (2) audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is.not complete within such period, then the City
shall provide unaudited financial statements by the required time, and shall provide audited fmandal
statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report
on such statements becomes available.
(i~ If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise would
be required to provide finandal information and operating data pursuant to this Section. The financial
information and operating data to be provided put~uant to ~ Section may be set forth in full in one
or more docmnents or may be induded by specific reference to any document ('mduding an offic~
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC.
(c) MateddEventNo~. The Gty shall notify any SID and either each NRMSIR or the MSRB,
in a timely manner, of any of the following events with respect to the Series 2005 Bonds, if such event
is material wifl~ the meaning of the federal ~ecufitie~ iaw~:
2~
3.
4.
5.
6.
m
8.
9.
10.
Principal and interest payment delinquendes;
Non-payment related defa~ts;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the taxi--pt status of the Series
:2003 Bond~;
Modificatiom to right~ of holders of the Series 2003 Bonds;
Serie~ 2003 Bond calls;
Defeasances;
Release, substitution, or ~ale of property securing repayment of the Series 2003
Bonds; and
R~th~g chmges
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, ofany failure
by the City to provide financial information or operating data in accordance with subsection Co) of this
Section by the time required by such subsection.
(d) Lt'tm'tation~, Ditcla'~, andA~end#tents. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains
an "obligated person" with respect to the Series 2003 Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Series 2003 Bonds no longer to be outstanding.
(h) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2003 Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undemkes to
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other infonmtion that may be relevmt or material to a complete presentation of the City's finmcial
results, condition, or prospects or to update any information provided in accordance with this Section
or otherwise, except as expressly provided herein. The Gity does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Series 2003
Bonds at any furore date.
[ih) UNDER NO CIRCUMSTANCF3 SHALL THE CZ BE LIABLE TO THE HOLDER
OR BENE~C~ OWNER OF ANY SERIES 2003 BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RF~ULTING IN WHOLE ORIN PART FROM ANY
BREACH BY TttE CITY, WHE'ITIF_.X NEGLIGENT OR WI~OUT FAULT ON ITS PART, O F
ANY COVENANT SPECIFIED IN THIS SEC'rION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SI-tAI.I. BE LIMITED TO AN Ac'rION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or oth~e limit the
duties of the City under federal and state securifes laws.
(v) The provisions of this Section may be amended by the City from time to time to adapt to
chmged circumst~ces that arise from a change in legal requirements, a change in law, or a change in
the identity, n~ture, status, or type of operations of the City, but only if (1) the provisions of this
Section, ~s so amended, would l~ve permitted sn unde_rwrit~r to purchase or sell Series 2005 Bonds
in the primary offering of' the Series 2005 Bonds in complimce with the Rule, taking in~o ~:co~t
amendments or interpretations of the Rule since such offering as well ~s such changed circurmtmces
and (2) either (a) the holders of ~ majority in aggregate principal amount (or any greater amount
required by any other provision of this Ordinance thzt authorizes such sn ~rnendment) of the
outstanding Series 2003 Bonds consent to such ~nendment or Co) a person that is unsffflhted with the
City (such as nationally-recognized bond counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Series 2003 Bonds. If the City
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (b) of' this Section an explanation, in
narrative form, of the reason for the amendment and of the impact of any change in the type of
financial information or operating d~ta so provided. The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the
Rule or a court of final iurisdiction enters iudgment that such provisions of the Rule are invalid, but
only if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Series 2003 Bonds in the primary offering of the Series 2003 Bonds.
15. DEFEASANCE. (a) D~aredBo#dr. That any Series 2003 Bond and the interest thereon
shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason
of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or ~u) shall have been provided for on or before such due date by irrevocably depositing
with or making available to the Paying Agent/Registrar in accordance with an escrow ~greement or
other instrument (the "Future Escrow Agreement'~ for such payment (1) lawful money of the United
Stat~s of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times ~s xvill insure the availability, vithout
reinvestment, of suffident money to provide for such payment, ~d when proper awangements l~ve
been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable. At such time as a Series :2003 Bond shall be
deemed to be a De£eased Bond hereunder, as aforesaid, such Series 2003 Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem u~xes herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely
from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance
to the conum-y, it is hereby provided that any determination not to redeem Defeased Bonds that is
made in conjunction with the payment m'rangements specified in subsection 15(a) (~ or (it') shall not be
irrevocable, provided thai: (1) in the proceedings providing for such payment artm~gements, the Issuer
expressly reserves the tight to ~ the Defeased Bonds for redemption; (2) the Issuer gives notice of
the reservation of that right to the owners of'the Defeased Bonds immediately following the tmking
of the payment mm~gements; snd (3) the hstmr directs that notice of' the reservation be included in
any redemption notices that it authorizes.
~o) l#v~ttvent in D~femane~ Seaa~r. Any mone~ so d~si~d ~ ~e Pang
~t/~~~ ~y at ~e ~~ ~~on of ~e hsu~ be ~v~ted ~ Defe~ce ~~~es,
~g ~ ~e ~o~ ~d ~~ ~ her~befo~ set fo~, ~d ~ ~come ~m su~ Def~~ce
~fi~ recked by ~e Pang ~t/~~ ~t ~ not ~~ed for &e pa~ent of
md ~ter~t ~e~o~ ~~ r~pe~ to ~~ su~ money h~ be~ so deposi~ shill be ~M over
to &e Issuer, or deposited ~ dbe~ed ~ ~~g by &e Issuer. ~y Fu~e ~~ow ~m~t
p~~t to w~ch ~e money md/or Def~~ce ~~fi~ ~e hdd for ~e parrot of Def~~
~n& ~y con~ pro.iota p~~ ~e ~v~~ent or re~~~ent of
Def~~ ~fi~ or ~e substitution of o~ Def~m~ ~~6~ u~n ~e sa~~on of ~e
~~ sp~~ ~ su~~on 15(a)~ or (u). ~ ~come ~m su& Deface
r~eived by ~e Pa~g ~nt/~~ w~ h not re~ for ~e pa~~t of~e Defied ~n&,
~ r~pe~ to ~i~ su~ mon~ h~ ~en so d~i~ sh~ be ~~R~ ~ ~e hsu~ or d~i~
~ ~~md ~ ~~g by ~e hsu~.
(¢
D~'ear~ 3'~a~/~/e~ D~ed~ The term "Defeasance Securities means (i) direcg
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America., ('u) noncallable obligations of an agency or instrumentality
of the United States of America, including obligations that are unconditionally guaranteed or insured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (fii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date on the date the governing
body of the issuer adopts or approves the proceedings authorizing the financial arrangements are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or it~
equivalent.
(d) Payt'n& A&tnt/Registmr Strvicts. Until ~ Defied Bonds sh~ have become due md
~~ble, ~e Pang ~t/~~~ shill peffom ~e se~ces of Pang ~mt/Re~s~ for such
Defied Bon~ fie s~e ~ if ~ey had not been def~e~ md fie lssu~ sh~ ~e proper
~~m~ to pro.de ~d pay for su~ se~ces ~ re~ked by ~ Ore, ce.
(e) 3't/ta~'a# afBondrforD~e,a~anct. In the event that the Issuer dects to defease less than all
of the principal amount of Bonds ora maturity, the Paying Agent/Registrar shall sdect, or cause to be
sdected, such amount of Bonds by such random method as it deems fair and appropriate.
16. BOOK-ENTRY ONLY SYSTEM. That the Series 2003 Bonds initially shall be issued
and delivered in such manner that no physical distribution of the Series 2003 Bonds will be made to
the public, and The Depository Trust Company ~'DTC'~), New York, New York, initially will act as
depository for the Series 2003 Bonds. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System, a
"dearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"cleating agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended,
and the City accepts, but in no way verifies, such representations. The Series 2003 Bonds initially
authorized by this Ordinance intended to be held by DTC shall be delivered to and registered in the
name ofCEDF~ & CO., the nominee of DTC. It is expected that DTC will hold the Series 20011 Bonds
on behalf of the Undetwri~ (as defined in Section 10) and their participants. So long as each Series
2003 Bonds is registered in the name of CEJ2)E & CO., the Paying Agent/Registrar shall treat and deal
with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is expected
that DTC will maintain a book-entry system which will identify ownership of the Series 2003 Bonds
in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and
its participants pursuant to rules and regulations established by them, and that the Series 20021 Bonds
initially deposited with DTC shall be immobilized and not be fin~er exchanged for substitute Series
2003 Bonds except as hereinafter provided. The City is not responsible or liable for any functions of
DTC, will not be responsible for paying any fees or ch~ with respect to its services, will not be
responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants,
or protecting any interests or rights of the beneficial owners of the Series 2003 Bonds. It shall be the
duty of the DTC Participants, as defined in the Official Statement herein approved, to make
artzngements with DTC to establish this book-en~ system, the beneficial ownership ofthe Series 2003
Bonds, and the method ofpaying the fees and charges of DTC. The City does not represent, nor does
it in any w-ay covenant that the initial book-entry sysmm established with DTC will be maim~ed in
the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC,
if for any reason any of the originally delivered Series 2003 Bonds is duly filed with the Paying
-15-
Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance,
substitute Series 2005 Bonds will be duly delivered as provided in this Ordinance, and there will be no
assurance or representation that any book-entry system will be maintained for such Series 2003 Bonds.
In connection with the initial establishment of the foregoing book-entry system with DTC, the City
heretofore has executed a"Blanket Letter o£Representations' prepared by DTC in order to implement
the book-entry system described zbove.
17. USE OF BOND PROCEEDS. That the proceeds from the sale of the Bonds shall be
as follows: (~ accrued interest and premium, if any, on the Bonds shall be deposited to the credit of
the Interest and Sinking Fund and (h~ the balance of the proceeds shall be deposited to a construction
fi~nd (the "Construction Fund'~ held at the City's depository bank and used for the purposes described
in Section I hereof. Any amounts remaining in the Construction Fund after completion of the
improvements described in Section 1 hereof shall be transferred FIRST to the Rebate Fund, to the
extent required by Section 11 hereof, ~md 'I~IEREAI~rRR to the Inl~rest and Sinking Fund.
18. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the
Mayor, the City Secreta~, the City Manager, any Assistant City Manager or the Director of Fiscal
Services of the City, and all other officers, employees, and agents of the City, and each of them, shall
be and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name
and under the seal and on behalf of the City all such insmunents, whether or not herein mentioned,
as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the
Bonds, the offering documents prepared in connection with the sale of the Bonds, or the Paying
Agent/Registrar Agreement. In case any officer whose signature appears on any Bond shall cease to
be such officer before the delivery of such Bond, such signature shah nevertheless be valid and
sufficient for all purposes the same as if he or she had remained in office until such delivery.
19. PREAMBLE. That the preamble to this Ordin~ce is incorporated by reference and
made a pm't hereof for all purposes.
20. MISCE~EOUS PROVISIONS. (a) Tides Not Restrictive. That the giles
assigned to the various sections of' this Ordinance are for convenience only and shall not be considered
restrictive of' the subiect matter o£'~ny section or o£ ~ny part o£ this Ordinance.
Co) Rules of Construction. The words "herein", "hereof" and "hereunder" snd other words
of similar import refer t~ this Ordinance as ~ whole ~ud not to any parti~ Section or olher
subdivision. Except where the context otherwise requires, terms de~med in this Ordinance to impart
the singular number shall be considered to include.the plural number and vice versa. References to any
named person means that party and its successors and assigns. References to any constitutional,
statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopt~
by the City and any future amendments thereto or successor provisions thereof. Any reference to the
payment of principal in this Ordinance shall be deemed to include the payment of any mandatory
sinking fund redemption payments as may be described herein. Refexences to the FORM OF BOND
in this Ordinance refer to the FORM OF BOND. set forth in Exhibit A to this Ordinanc~
Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict
or inconsistent with any provision of this Ordinance are hereby repealed and &dared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
(d) Sevembility. If any word, phrase, clause, p~ph, sentence, part, portion, or provision
of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid,
the remainder of this Ordinance shall nevertheless be valid and the City hereby declares that this
Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence,
parg portion, or provisions.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with the
laws of the State of Texas.
(f) Open Meeting. The City offici~y finds and detem~es that the meeting at-which this
Ordinance is adopted was open to the public; and that public notice of the time, place, and purpose
of such meeting was given, all as required by Chapter 551, Texas Government Code.
(g) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
PASSED AND APPROVF~D this June 12, 2003.
Ci~ Secretary, City of College Station, Texas
Mayor, City of College Station, Texas
(C TY SF. )
APPROVP.~:
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EXHIBIT A
NO.
FORM OF BOND
UN ITED STATF_,S O F AMERICA
STATE OF TEXAS
CITY OF COLLEGE STATION, TEXAS
GEN~ OBLIGATION IMPROVEMENT BONDS,
SERIES 2003
MATUR_dTY DATE~
!NTERF~, T_RAT~ ORIGINAL ISSUE DATE._.
jay
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF CO~E
STATION, TEXAS (the "Issuer~), a home-rule municipali~ located Brazos County, Texas, hereby
promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the prindpal
amount off
DOLLARS
and to pay interest thereon, from the Original Issue Date specified above, to the maturity date spedfied
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annm
specified above, with said interest being payable on February 15, 2004, and semiannually on each
August 15 and February 15 thereafter, except that if the Paying Agent/Registmr's Authentication Co~f-
icate appearing on the face of this Bond is dated later than February 15, 2004, such interest is payable
semiannually on each August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTERF_.~ ON this Bond are payable in lawfifl money of the
United States of America, without exchange or collection charges. The ptindpal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the "Designated
Payment/Transfer Office"), of JPMorgan Chase Bank, which is the '~aying Agent/Registrar" for this
Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the
registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the
close of business on the 15th day of the month next preceding such interest payment date by check,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable soldy
from, funds, of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose
as herdnafter provided; and such check shall be sent by the Paying Agent/Registrar by United States
mail, first<lass postage prepaid, on each such interest payment date., to the registered owner hereof at
its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity or upon redemption of this Bond prior to maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this Bond
for redemption and payment at the Designated Payment/Transfer Office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner of this Bond that no later than each
prindpal payment and/or interest payment date for this Bond it will make available to the Paying
Agent/Registrar from the Interest and Sinking Fund as defined by the ordinance authorizing the Bonds
(the "Ordinance") the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on the Bonds, when due.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for
30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Re~trar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled p~yment date
of the past due interest ("Special Payment Date", which shall be 15 days after the Spedal Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Pzying Agent/Regis~ zt the dose of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Regiswar is located are authorized by law or executive
order to dose, then the date for such payment shall be the next succeeding day which is not auch a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment was
due. Not~riths~~g the foregoing, duringany period in which ownership of the Bonds is detem~ed
only by a book entry at a ~ecuritiea depository for the Bonds, any payment to the aecutities depository,
or it~ nominee or registered assigm, shall be made in accordance with eads~g atrangement~ between
the Issuer and the aecurities depository.
THIS BOND is one ora Series of Bonds oflike tenor and effect except as to number, prindpal
amount, interest rate, maturity and option of redemption, authorized in ~ccordance with the Constitu-
tion and laws of the State of Texas in the prindpal amount of $4,790,000, for the purpose of financing
pmnment improvements to the City, w-wig street improvements, tmf~c managanent improvements,
fire station improvements, land acquisition, and drainage improvements.
ON FF..BRUARY 15, 2013, or on any date thereafter, the Bonds of this Series maturing on
February 15, 2014 and thereafter may be redeemed prior to their scheduled maturities, at the option
of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The
years of rr~~~ of the Bonds called for miemption at the option of the City prior to stated maturity
~hall I~ ,el~ by the City. The Bon& or portions th~r~£ t'~-'d~m~ within a matudty ~hall be
.~lect~ by lot or oth~ m~thod by thc Pa~in§ Agent/Rt~trar, pr~~ that during any p~iod in which
ownership o£ thc Bond~ i~ &t~min~d only by a book ~mr~ at a ~cudti~ &po,ito~ for thc
if £~r than all of th~ Bond~ of' th~ ~am¢ matmi~ and b,adng th~ ~am~ interest rat~
r~le~mcd, th~ parti~ar Bond~ of ~uch matud~ and b~adng ~uda in~t rate ~hall be ~elect~ in
ac¢ordanc~ with the mangement~ between the l~uer and the ~ecurifi~ &po~ito~.
AT LEAST 30 d~ys prior to the date fixed for any such redemption a written notice of such
redemption ~hall be given to the registered owner of each Bond or ~ portion thereof' being called for
redemption by depositing such notice in the Llnited States mail, first-~s postage prepaid, addressed
to each such registered owner ~t his address shown on the Registration Books of the P~ying
Agent/Registrar. By the date fixed for any ~uch redemption due provision shall be made by the Issuer
with the Pzying Agent/Registrar for the payment of the required redemption price for this Bond or
the portion hereof ~hich is to be so redeemed, plus accrued interest thereon to the d~te fixed for
redemption. If such notice of redemption is given, and if due provision for such payment is made, all
as provided above, this Bond, or the portion hereofvrhich is to be ~o redeemed, thereby automatically
shall be redeemed prior to its scheduled maturity, and shall not bear interest after the d~t¢ fixed for its
redemption, and shall not be regarded as being outstanding except for the right of the registered owner
to receive thc redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record
in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the v~iRen request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Ordinance.
.M.L BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee,
or assignees, as the case may be., having the same maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the ease maI be, upon surrender of this Bond
to the Paying Agent/Rt~trar it its Designated Payment/Transfer Office for cancdlation, all in
accord~ce with the form and procedures set forth in the Ordinance. Among other requirements for
such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Reg-
istrar, together with proper insmm~ents of assignment, in form and with guarantee of' signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or
portions hereofin any integral multiple of $5,000 to the assignee or assignees in whose name or names
this Bond or any such portion or portions hereof is or are to be ~fetred and registered. The form
of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive,, and other instruments of assignment
satisfactory to the Plying Agent/Registrar may be used to evidence the assignment of this Bond or any
portion or portions hereof from time to time by the registered owner. The one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of the exchange
ofi portion of~ Bond which has been redeemed prior to maturity, as provided herein, and in the case
of the exchange oran assigned and transferred Bond or Bonds or any portion or portions thereof, such
fees ~nd charges of the Piying Agent/Registrar will be paid by the Issuer. la any dreums~ce, my
taxes or governmental chaxges required to be paid with respect thereto shall be paid by the one request-
ing such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege.
In any circumstance, neither the City nor the Paying Agent/~~~ shall be required to transfer or
exchange any Bond so selected for redemption, in whole or in part, within 45 calendar days of the date
fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an
exchange by the registered owner of the uncalled principal of a Bond.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transfe~g
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transfe~g the book entry to produce the same effect
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or othenvise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HERP~Y CERTIFIED AND REC~ that the issuance of this Bond, and the series
ofwhich it is a part, is duly authorized by hvr, that all acts, conditions and things required to be done
precedent to and in the issuance of this series of' bonds, and of this Bond, have been properly done
and performed and have happened in regular and due time, form and manner as required by lavr, that
sufficient and proper provision for the levy and collection of ad valorem taxes has been made, which,
when collected, shall be appropriated exclusively to the payment of this Bond and the series of which
it is a pare, and that the total indebtedness of the City of College Station, Texas, including the entire
series of bonds of which this is one, does not exceed any constitutional or statutory limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
IN WITNF_~ WHEREOF, the City has caused this Bond to be signed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of
the City Secretary of the City, has caused the official seal of the City to be duly impressed, or placed
in facsimile, on this Bond.
City of College Station, Texas City of College Station, Texas
-21-
FORM OF PAYING AGENT/~ISTRAR'S AUTHENTICATION CER~FI~~:
PAYING AGENT/~GiS~'S AUTHENTI~TION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion o£smd exchmge for or rephcement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated:
JPMORGAN CHASE- BANK,
Paying Agent/Registrar
FORM OF COMIX'FRO~'S CF~TIFICA~ (ATTAC~ TO
THE BONDS UPON IN~ DEJ.1VERY TH~OF):
OFFICE OF COMPTROLI~R
STATE OF TF~AS
REGISTER NO.
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, and that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding obligation of the City of College Station, Texas, payable in
the manner provided by and in the ordinance authorizing same, and said Bond has this day been
registered by me.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
Please insert Social Se~ty or Taxpayer
Identification Number of Transferee
(Please print or q/pewtite name and address, including
zip code of Transferee)
assigns
and
trans£ers
irrevocably constitutes and appoints ..~
aorney to mn fe of* thg o-d the
books kept for registration thereof, with full power of
substitution in the premises.
Dated
Signature Guaranteed:
NOTIon;: Signal(s) mu~ be guar'ant~d by
a member finn of the New York Stock
Exchange or a commerdal bank or trust
company.
NO;~i~E: The "i~a'mr~ above .... must
correspond with the name of the Regism~.d
Owner as it appears upon the front o£ this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
The printer of the Series 2003 Bonds is hereby authorized to print on the Series 2003 Bonds (i) the
form ofbond counsel's opinion rehting to the Series 2003 Bonds, and ('u] an appropriate statement of
insut-mce furnished by a municipal bond insurance company providing municipal bond insurance, if
any, covering all or any p~ of the Series 2003 Bonds.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section axe as specified below (and included in the Appendix or under the
headings of the Official Statement referred to)'
1. The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Offidal Statement under the following captions, but for the
most recently concluded fiscal ye-an Tables I through 9 and Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 described above, as ~uch principles
may be changed from time to time to comply with state law or regulation.
NOTICE OF SALE
AND
BIDDING INSTRUCTIONS
ON
$4,790,000
CITY OF COLLEGE STATION, TEXAS
(a Home Rule City located in Brazos County, Texas)
GENERAL OBLIGATION BONDS, SERIES 2003
SEALED BIDS DUE THURSDAY, JUNE 12, 2003, AT 10:00 A.M., CDST
THE BONDS WILL NOT BE DESIGNATED AS "OUALIFIED TAX-EXEMPT OBLIGATIONS"
FOR FINANCIAL INSTITUTIONS.
THE SALE
BONDS OFFERED FOR SALE AT COMPETITIVE BIDDING
The City of College Station, Texas (the "City") is offering for sale its $4,790,000 General Obligation Bonds, Series 2003 (the
"Bonds"). Bidders may submit bids for the Bonds by any of the following methods:
(I)
(2)
O)
Deliver bids directly to the City as described below in "Bids Delivered to the City;"
Submit bids electronically as described below in "Electronic Bidding Procedures;" or
Submit bids by telephone or facsimile as described below in "Bids by Telephone or Facsimile."
BIDS DELIVERED TO THE CITY
Sealed bids, plainly marked "Bid for Bonds," should be addressed to "Mayor and City Council, City of College Station, Texas,"
and delivered in care of Drew Masterson, First Southwest Company, 1021 Main Street, Suite 2300 Houston, TX 77002 prior to
10:00 A.M., CDST, on the date of the bid opening. Ail bids must be submitted on the Official Bid Form, without alteration or
interlineation.
ELECTRONIC BIDDING PROCEDURES
Any prospective bidder that intends to submit an electronic bid must submit its electronic bid through the facilities of thc Parity
Electronic Bid Submission System ("PARITY"). Bidders must submit, on or before June 11, 2003, two signed Official Bid Forms
plus an envelope marked as described above to David Potter, First Southwest Company, 1021 Main Street, Suite 2200, Houston,
Texas 77002. Subscription to the i-Deal's BIDCOMP Competitive Bidding System is required in order to submit an electronic
bid. The City will neither confirm any subscription nor be responsible for the failure of any prospective bidder to subscribe.
An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Bonds on the terms
provided in this Notice of Sale, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The
City shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the
use of such facilities being the sole risk of the prospective bidder.
If any provisions of this Notice of Sale shall conflict with information provided by PARITY as the approved provider of
electronic bidding services, this Notice of Sale shall control. Further Information about BiDCOMP/PARITY, including
any fee charged, may be obtained from BiDCOMP/PARITY Customer Support, 40 W. 23rd Street 5th Floor, New York,
New York 10010, telephone: (212) 404-4102.
For purposes of both thc written sealed bid process and thc electronic bidding process, thc time as maintained by i-Deal shall
constitute the official time. For Information purposes only, bMders are requested to state in their electronic bids the true
interest cost to the City, as described under "Basis of Award" below. AH dectronic bids shall be deemed to Incorporate the
provisions of this Notice of Sale and the Official Bid Form.
BIDS BY TELEPHONE OR FACSIMILE
Bidders must submit, on or before June 11, 2003, two signed Official Bid Forms plus an envelope marked as described above to
Drew Masterson, First Southwest Company, 1021 Main Street, Suite 2200, Houston, Texas 77002, and submit their bid by
telephone or facsimile on the date of the sale.
Telephone bids will be accepted at (713) 654°8654, between 9:00 A.M. and 9:45 A.M., CDST.
Facsimile bids must be received between 9:00 A.M. and 10:00 A.M., CDST on the date of the sale at (713) 654-8658, attention
Drew Masterson.
The City and First Southwest Company are not responsible if such telephone or facsimile numbers are busy which prevents a bid
or bids from being submitted on a timely basis. First Southwest Company will not be responsible for submitting any bids
received after the above deadlines. The City and First Southwest Company assume no responsibility or liability with respect to
any irregularities associated with the submission of bids if telephone or facsimile options are exercised.
PLACE AND TIME OF BID OPENING
The bids for the Bonds will be publicly opened and read in the office of the First Southwest Company, Financial Advisor to the
City, 1021 Main Street, Suite 2300, Houston, TX 77002, at I 0:00 A.M. CDST, Thursday, June 12, 2003.
AWARD OF THE BONDS
The City Council will take action to award the Bonds (or reject ali bids) at a meeting scheduled to convene at 7:00 P.M., CDST,
on the date of the bid opening, and adopt an ordinance authorizing the Bonds and approving the Official Statement (the
"Ordinance").
THE BONDS
D~-SCRllrflON... The Bonds will be dated July 1, 2003 (the "Dated Date"). Interest will accrue from the Dated Date and will be due
on February 15, 2004, and each August 15 and February 15 and thereafter until the earlier of maturity or prior redemption. The
Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity. The Bonds will mature on
February 15 in each year as follows:
MATURITY SCHEDULE
Principal Principal
Year Amount Year Amount
2005 $ 155,000 2015 $ 255,000
2006 165,000 2016 270,000
2007 170,000 2017 280,000
2008 180,000 2018 295,000
2009 190,000 2019 310,000
2010 200,000 2020 330,000
201 ! 210,000 2021 345,000
2012 220,000 2022 360,000
2013 230,000 2023 380,000
2014 245,000
OPTIONAL REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after
February 15, 2014, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2013, or
any date thereafter, at thc par value thereof plus accrued interest to the date fixed for redemption.
SZRIAL BONDS AND/OR TZaM BONDS... Bidders may provide that all of the Bonds be issued as serial bonds or may provide that
any two or more consecutive annual principal amounts be combined into one or more term bonds.
MANDATORY SINKING FUND REDEMPTION... If the successful bidder elects to alter the Maturity Schedule reflected above and
convert principal amounts of the Serial Bonds into "Term Bonds," such "Term Bonds" shall be subject to mandatory redemption on
the first February 15 next following the last maturity for Serial Bonds, and annually thereafter on each February ! 5 until the stated
maturity for the Term Bonds at the redemption price of par plus accrued interest to the date of redemption. The principal amounts of
the Term Bonds to be redeemed on each mandatory redemption date shall be the principal amounts that would have been due and
payable in the Maturity Schedule shown above had no designation of such maturities as Term Bonds occu~d. At least thirty (30)
days prior to each mandatory date, thc Paying Agent/Regi~rar shall select by lot the Term Bonds to be redeemed and cause a notice
of redemption to be given in the manner provided in the Official Statement.
The principal amount of the Term Bonds required to be redeemed pursuant to the operation of such mandatory redemption
provisions may be reduced, at the option of the City, by the principal amount of the Term Bonds of the same maturity which at least
fifty (50) days prior to a mandatory redemption date (i) shall have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase and delivered to the Paying Agent/Registrar for
cancellation or (ii) shall have been redeemed pursuant to the optional redemption provisions and not thcrctofore credi~ against a
mandatory redemption requirement.
BOOK-ENTRY-ONLY SYSTEM... The City intends to utilize the Book-Entry-Only System of The Depository Trust Company
("DTC"). See "THE OBLIGATIONS - BOOK-ENTRY-ONLY SYSTEM" in the Official Statement.
PAYING AGENT/REGISTRAR... The initial Paying Agent/Registrar shall be JPMorgan Chase Bank, Dallas, Texas (see "THE
OBLIGATIONS - PAYn~G AGENT/REGISTRAR" in the Official Statement).
SOURCE OF PAYMENT... The Bonds constitute direct obligations of the City, payable from the levy and collection of a direct and
continuing ad valorem tax, within the limits prescribed by law, on all taxable property located within the City.
Further details regarding the Bonds are set forth in the Official Statement.
CONDITIONS OF THE SALE
TYPE OF BIDS AND INTEREST RATES... The Bonds will be sold in one block on an "Ail or None" basis, and at a price of not less
than their par value plus accrued interest from date of the Bonds to the date of delivery of the Bonds. A premium bid in excess of
0.5% of the par amount of the Bonds will not be accepted. Bidders are invited to name the rate(s) of interest to be borne by the
Bonds, provided that each rate bid must be in a multiple of 1/8 of 1% or 1/100 of 1% and the net effective interest rate must not
exceed 15%. The highest rate bid may not exceed the lowest rate bid by more than 2% in rate. Using the interest rate established
for the February 15, 2014 maturity as the base year, interest rotes for successive maturities shall be structured in ascending order
such that for each succeeding maturity, rates shall be equal to or greater than the interest rate for the maturity of the preceding
year. No limitation is imposed upon bidders as to the number of rates or changes which may be used. All Bonds of one maturity
must bear one and the same rate. No bids involving supplemental interest rates will be considered. Each bidder shall state in the
bid the true interest cost which shall be considered informative only and not as a part of the bid.
BASIS FOR AWARD ... The sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications
herein and which produces the lowest True Interest Cost rate to the City. The True Interest Cost rate is that rate which, when
used to compute the total present value as of the Dated Date of all debt service payments on the Bonds on the basis of semi-
annual compounding, produces an amount equal to the sum of the par value of the Bonds plus any premium bid, if any (but not
interest accrued from the Dated Date to the date of their delivery). In the event of a bidder's error in interest cost rate
calculations, the interest rates, and premium, if any, set forth in the Official Bid Form will be considered as the intended bid.
GOOD FAITH DEPOSIT... A Good Faith Deposit, payable to the "City of College Station, Texas," in the amount of $95,800 is
required. Such Good Faith Deposit shall be a bank cashier's check or certified check, which is to be retained uncashed by the City
pending the Initial Purchaser's compliance with the terms of the bid and the Notice of Sale and Bidding Instructions. The Good Faith
Deposit may accompany the Official Bid Form or it may be submitted separately. If submitted separately, it shall be made available
to the City prior to thc opening of the bids, and shall be accompanied by instructions from thc bank on which drawn which authorize
its use as a Good Faith Deposit by the Initial Purchaser who shall be ~ in such ~ons. The Good Faith Deposit of the
Initial Purchaser will be returned to the Initial Purchaser upon payment for the Bonds. No interest will be allowed on the
Good Faith Deposit. In the event the Initial Purchaser should fail or refuse to take up and pay for the Bonds in accordance with the
bid, then said check shall be cashed and accepted by the City as full and complete liquidated damages. The checks accompanying
bids other than the winning bid will be returned immediately after the bids are opened, and an award of the Bonds has been made.
DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS
CUSIP NUM~ZicS... It is anticipated that CUSIP identification numbers will appear on the Bonds, but neither the failure to print or
type such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Initial Purchaser
to accept delivery of and pay for the Bonds in accordance with the terms of this Notice of Sale and Bidding Instructions and the
terms of the Official Bid Form. All expenses in relation to the printing or typing of CUSIP numbers on the Bonds shall be paid by
the City; provided, however, that the CUSIP Service Bureau charge for the assignment of the numbers shall be the respons~ility of
and shall be paid for by the Initial Purchaser.
DELIVERY OF BONDS... Initial Delivery will be accomplished by thc issuance of one bond for each maturity (also called thc "Initial
Bonds"), either in typed or printed form, in the aggregate principal amount of $4,790,000, payable to the Initial Ptwchaser, signed by
the Mayor and City Secretary, approved by the Attorney General, and registered and manually signed by the Collier of Public
Accounts. Upon delivery of the Initial Bonds, they shall be immediately cancelled and one definitive Bond for each maturity will be
registered and delivered only to Cede & Co., and deposited with DTC in connection with DTC's Book-Entry-Only System. Delivery
will be at the principal office of the Paying Agent/Registrar. Payment for the Bonds must be nmde in inumdiately available funds
for unconditional credit to the City, or as otherwise directed by the City. The Initial Purchaser will be given six business days' notice
of the time fixed for delivery of the Bonds. It is anticipated that delivery of the Bond(s) can be made on or about July 9, 2003 and it
is understood and agreed that the Initial Purchaser will accept delivery and make payment for the Bonds by 10:00 A.M., CD~, on
July 9, 2003, or thereafter on the date the Bond is tendered for delivery, up to and including July 23, 2003. If for any reason the City
is unable to make delivery on or before July 23, 2003, the City shall immediately contact the Initial Purchaser and offer to allow the
Initial Purchaser to extend its offer for an additional thirty days. If the Initial Purchaser does not elect to extend its offer within six
days thereafter, then its Good Faith Deposit will be ~ and both the City and the Initial Purchaser shall be relieved of any
further obligation. In no event shall the City be liable for any damages by reason of its failure to deliver the Bonds, provided such
failure is due to circumstances beyond the City's reasonable control.
III
CONDITIONS TO DELIVERY ... The obligation of thc Initial Purchaser to take up and pay for thc Bonds is subject to the Initial
Purchaser's receipt of (a) the legal opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas, Bond Counsel for
the City ("Bond Counsel"), Co) the no-litigation certificate, and (c) the certification as to the Official Statement, all as further
described in the Official Statement.
In order to provide the City with information required to enable it to comply with certain conditions of the Internal Revenue Code of
1986 relating to the exemption of interest on the Bonds from the gross income of their owners, the Initial Purchaser will be required
to complete, execute, and deliver to the City (on or before the 6th business day prior to the delivery of the Bonds) a certification as to
their "issue price" substantially in the form and to the effect attached hereto or accompanying this Notice of Sale and Bidding
Instructions. In the event the successful bidder will not reoffer the Bonds for sale, such certificate may be modified in a manner
approved by the City. In no event will the City fail to deliver the Bonds as a result of the Initial Purchaser's inability to sell a
substantial amount of the Bonds at a particular price prior to delivery. Each bidder, by submitting its bid, agrees to complete,
execute, and deliver such a certificate by the date of delivery of the Bonds, if its bid is accepted by the City. It will be the
responsibility of the Initial Purchaser to institute such syndicate reporting requirements to make such investigation, or otherwise to
ascertain the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such
certification should be directed to Bond Counsel.
LEGAL OPINIONS... The Bonds are offered when, as and if issued, subject to the approval of the Attorney General of the State
of Texas. Delivery of and payment for the Bonds is subject to the receipt by the Initial Purchaser of opinions of Bond Counsel, to
the effect that the Bonds are valid and binding obligations of the City and that the interest on the Bonds will be excludable from
gross income for federal income tax purposes under existing law, subject to the matters described under "TAX MATTERS" in
the Official Statement, including the alternative minimum tax on corporations. With respect to the transactions described in the
Official Statement, Bond Counsel represents only the City.
CERTIFICATION OF OFFICIAL STATEMENT... At the time of payment for and Initial Delivery of the Bonds, the City will execute
and deliver to the Initial Purchaser a certificate in the form set forth in the Official Statement.
CHANGE IN TAX EXEMPT STATUS .... At any time before thc Bonds are tendered for delivery, thc Initial Purchaser may
withdraw its bid if the interest received by private holders on obligations of the same type and character shall be declared to be
includable in gross income under present federal income tax laws, either by ruling of the Internal Revenue Service or by a
decision of any Federal court, or shall be declared taxable or be required to be taken into account in computing any federal
income taxes, by thc terms of any federal income tax law enacted subsequent to the date of this Notice of Sale and Bidding
Instructions.
GENERAL
FINANCIAL Al}VISOR... First Southwest Company is employed as Financial Advisor to the City in connection with the issuance
of the Bonds. The Financial Advisor's fee for services rendered with respect to thc sale of the Bonds is contingent upon the
issuance and delivery of the Bonds. First Southwest Company has agreexl, in its Financial Advisory contract, not to bid for the
Bonds, either independently or as a member of a syndicate organized to submit a bid for the Bonds. First Southwest Company, in
its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any
responsibility for the information, covennnts and representations contained in any of the legal documents with respect to the
federal income tax status of the Bonds, or the possible impact of any present, pending or future actions taken by any legislative or
judicial bodies.
BLUE SKY LAWS... By submission of its bid, the Initial Purchaser represents that the sale of the Bonds in states other than Texas
will be made only pursuant to exemptions from registration or, where necessary, the Initial Purchaser will register the Bonds in
accordance with the securities law of the states in which the Bonds are offered or sold. The City agrees to cooperate with the
Initial Purchaser, at the Initial Purchaser's written request and expense, in registering the Bonds or obtaining an exemption from
registration in nny state where such action is necessary, provided, however, that the City shall not be obligated to execute a
general or special consent to service of process in any such jurisdiction.
NOT AN OFI~R TO SELL... This Notice of Sale and Bidding Instructions does not alone constitute an offer to sell the Bonds, but
is merely notice of the sale of the Bonds. The offer to sell the Bonds is being made by means of the Notice of Sale and Bidding
Instructions, the Official Bid Form and the Official Statement. Prospective purchasers are urged to carefully examine the Official
Statement to determine the investment quality of the Bonds.
ISSUANCE OF ADDITIONAL DEnT ... Concurrently with the sale of the Bonds, thc City is offering for sale its $840,000
Certificates of Obligation, Series 2003A, which are secured by a pledge of ad valorem taxes and a limited pledge (not to exceed
$1,000) of surplus utility system revenues. Thereafter, the City does not anticipate the issuance of additional obligations payable
from ad valorem taxes within the next 12 months. Concurrently with the issuance of the sale of the Bonds, the City is offering
for sale its $4,850,000 Utility System Revenue Bonds, Series 2003A which are secured by a first lien on and pledge of the Net
Revenues of the City's Utility System. The City has not covenanted nor obligated itself to pay the Utility System Revenue Bonds
from monies to be raised from taxation.
iv
RATIN(;S... The presently outstanding tax supported debt of the City is rated "Aa3" by Moody's Investors Service ("Moody's")
and "AA-" by Standard & Poor's Ratings Services, A Division of The McGraw-Hill Companies, Inc. ("S&P"). The City also has
other issues outstanding which are rated "Aaa" by Moody's and "AAA" by S&P through insurance by various commercial
insurance companies. Applications for contract ratings on this issue has been made to Moody's and S&P.
MUNICIPAL BONO INSURANCE ... In the event the Bonds arc qualified for municipal bond insurance, and the Initial Purchaser
desires to purchase such insurance, the cost therefor will be paid by the Ini.t.i..a.I Purchaser. Any fees to be paid to the rating
agencies as a result of said insurance will be oaid by the City. It will be the responsibility of the Initial Purchaser to disclose the
existence of insurance, its terms and the effect thereof with respect to the reoffering of the Bonds.
THE OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15C2-12 .. The City has prepared the accompanying Official
Statement and, for the limited purpose of complying with SEC Rule 15c2-12, deems such Official Statement to be final as of its
date within the meaning of such Rule for the purpose of review prior to bidding. To the best knowledge and belief of the City,
the Official Statement contains information, including financial information or operating data, concerning every entity,
enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. Representations made and to be
made by the City concerning the absence of material misstatements and omissions in the Official Statement are addressed
elsewhere in this Notice of Sale and Bidding Instructions and in the Official Statement.
The City will furnish to the Initial Purchaser, or Initial Purchasers, acting through a designated senior representative, in
accordance with instructions received from the Initial Purchaser(s), within seven (7) business days from the sale date an
aggregate of IS0 copies of the Official Statement reflecting interest rates and other terms relating to the initial reoffering of the
Bonds. The cost of a reprinted Official Statement, if the Initial Purchaser(s) shall so elect, and the cost of any Official Statement
in excess of the number specified shall be prepared and distributed at the cost of the Initial Purchaser(s). The Initial Purchaser(s)
shall be responsible for providing in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the
close of the next business day at, er the award. Except as noted above, the City assumes no responsibility or obligation for the
distribution or delivery of any copies of the Official Statement in connection with the offering or reoffering of the subject
securities.
CONTINUING DISCLOSURE AGREEMENT ... The City will agree in the Ordinance to provide certain periodic information and
notices of material events in accordance with SEC Rule 15c2-12, as described in the Official Statement under "Continuing
Disclosure of Information". The Initial Purchaser(s') obligation to accept and pay for the Bonds is conditioned upon delivery to
the Initial Purchaser(s) or (their) agent of a certified copy of the Ordinance containing the agreement described under such
heading.
COMPLIANCE WITH PRIOR UNDERTAKINGS... The City has complied in all material respects with all continuing disclosure
agreements made by it in accordance with SEC Rule 15c2-12.
ADOITIONAL COPIES OF NOTICE, Bio FORM AND STATIr-MI~NT... A limited number of additional copies of this Notice of Sale
and Bidding Instructions, the Official Bid Form and the Official Statement, as available over and above the normal mailing, may
be obtained at the offices of First Southwest Company, Investment Bankers, 1021 Main Street, Suite 2200, Houston, Texas
77002, Financial Advisor to the City.
The City Council has approved the form and content of the Notice of Sale and Bidding Instructions, the Official Bid Form and
Official Statement, and authorized the use thereof in its initial offering of the Bonds. On the date of the sale, the City Council
will, in the Ordinance authorizing the issuance of the Bonds, confirm its approval of the form and content of the Official
Statement, and any addenda, supplement or amendment thereto, and authorize its use in the reoffering of the Bonds by the Initial
Purchaser.
City Secretary
"/"--Mayor
City of College Station, Texas
OFFICIAL BID FORM
Honorable Mayor and City Council
City of College Station, Texas
June 12, 2003
Members of the City Council:
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated May 8, 2003 of $4,790,000 CITY
OF COLLEGE STATION, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2003, both of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and Official Statement, we will pay you
par and accrued interest fi.om date of issue to date of delivery to us, plus a cash premium of $ . for Bonds
maturing and bearing interest as follows:
Maturity Principal Interest Maturity Principal Interest
2/15 Amount Rate 2/15 Amount Rate
2005 $ 155,000 % 2015 $ 255,000 %
i i ill
2006 165,000 % 2016 270,000 %
ii i Ill
2007 170,000 . % 2017 280,000 %
2008 180,000 % 2018 295,000 %
2009 190,000 .... % 2019 310,000 %
,,,
2010 200,000 % 2020 330,000 %
lll l ·
2011 210,000 % 2021 345,000 %
2012 220,000 % 2022 360,000 %
2013 230,000 % 2023 380,000 %
2014 245,000 %
Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which
may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been
combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption
amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The
term bonds created are as follows:
Year of Principal
Term Bond First Mandato~ Amount of Interest
Maturity Date Redemption Term Bond Rate
$ %
$ %
....
$ %
Our calculation (which is not a part of this bid) ofthe interest cost from the above is:
TRUE INTEREST COST
We are having the Bonds of the following maturities insured by at a
premium of $ .., said premium to be paid by the Initial Purchaser· Any fees to be paid to the rating agencies
as a result of said insurance will be paid by the City.
Thc Initial Bonds shall be registered in the name of , which will, upon payment for the
Bonds, be cam~lled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's
parmership nominee), under the Book-Entry-Only System.
A bank cashier's check or certified check of the Bank, , in the amount of
$ , which repine, ts our Good Faith Deposit (is attached hereto) or Outs been made available to you prior to the
opening of this bid), and is submitted in accordance with the tern ~s set forth in the Official Statement and Notice of Sale and
Bidding Instructions.
We agree to accept delivery of the Bonds utilizing the Book-Entry-Only System through DTC and make payment for thc Initial
Bond in immediately available funds at JPMorgan Om.se Bank, Dallas, Texas, not later than 10:00 A.M., CDST, on July 9, 2003, or
thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding
Instructions. It will be the obligation of the Initial Purchaser of the Bonds to complete the DTC Eligibility Questionnaire.
The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of thc Bonds, a
certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding
Instructions, with such changes thereto as may be acceptable to thc City.
We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the
next business day after the award.
Respectfully submitted,
Syndicate Members:
Name of Underwriter or Manager
Authorized Representative
Phone Number
Signature
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by the City of College Station, Texas, subject to and in accordance with
the Notice of Sale and Bidding Instructions, this the~
ATrEST:
City Secretary
day of~, 2003.
,... ~,r-=-- Mayor
City of College Station, Texas
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies with respect to the sale of CITY OF COLLEGE STATION, TEXAS GENERAL
OBLIGATION BONDS, SERIES 2003 (the "Bonds"), issued in aggregate principal amount of $4,790,000, as follows:
1. The undersigned is the underwriter or the manager of the syndicate of underwriters which has purchased the Bonds from the
City of College Station, Texas (the "Issuer") at competitive sale.
2. The undersigned and/or one or more other members of the underwriting syndicate, if any, have made a bona fide offering to
the public of the Bonds of each maturity at the respective prices set forth below.
3. The initial offering price (expressed as a percentage of principal amount or yield and exclusive of accrued interest) for thc
Bonds of each maturity at which a substantial amount of the Bonds of such maturity was sold to the public is as set forth
below:
Principal Principal
Amount Year o f Issue Amount Year of Issue
Maturing. Maturity .. Prince Maturing Matufi. '..ty ~ Price.
$ 155,000 2005 % $ 2:55,000 2015 %
Ill ! I
165,000 2006 % 270,000 .2016 %
170,000 2007 % 280,000 2017 %
180,000 2008 % 295,000 2018 %
I I I I I Ill l
190,000 2009 % 310,000 2019 %
i · ·
200,000 2010 % 330,000 2020 %
210,000 2011 % 345,000 2021 %
220,000 2012 % 360,000 2022 %
ii ii
230,000 20 ! 3 % 380,000 2023 %
245,000 2014 %
,!
4. The term "public," as used herein, means persons other than bondhouses, brokers, dealers, and similar persons or
organizations acting in the capacity of underwriters or wholesalers.
5. The offering prices described above reflect current market prices at the time of such sales.
6. The undersigned and/or one or more other members of the undenm'iting syndicate, as the case may be, (have)(~ve not)
purchased bond insurance for the Bonds. The bond insurance, if any, has been purchased from _._
(the "Insurer") for a premium cost of $ (net of any nonguarantee cost, elgl, rating agency fe~). The
amount of such cost is set forth in the Insurer's commitment and is separately stated from all other fees or charges payable to the
Insurer. The premium does not exceed a reasonable charge for the transfer of credit risk taking into account payments charged by
guarantors in comparable trnnsactions (including transactions in which a guarantor has no involvement other than as a guarantor).
The present value of the debt service savings expected to be realized as a result of such insurance, discounted at a rate equal to
the yield on the Bonds which results after recovery of the insurance premium, exceeds the present value of the bond insurance
premium.
7. The undersigned understands that the statements made herein will be relied upon by the Issuer in its effort to comply with the
conditions imposed by the Internal Revenue Code of 1986, as amended, on the excludability of interest on the Bonds from the
gross income of their owners.
EXECUTED and DELIVERED this
~ day of__ ,2003.
(Name of Underwriter or Manager)
By
(Title)