HomeMy WebLinkAbout2025-4639 - Ordinance - 10/23/2025ORDINANCE NO. 2025-4639
ORDINANCE AUTHORIZING THE REDEMPTION OF A PORTION OF CITY OF COLLEGE
STATION GENERAL OBLIGATION IMPROVEMENT & REFUNDING BONDS, SERIES 2013 AND
APPROVING A RELATED ESCROW AGREEMENT
WHEREAS, City of College Station (the "City") has issued its City of College Station General
Obligation Improvement & Refunding Bonds, Series 2013 (the "Bonds");
WHEREAS, the Bonds maturing on or after February 15, 2023 are subject to redemption prior to
stated maturity, at the option of the City, in whole or in part, in principal amounts of $5,000 or any integral
multiple thereof, on February 15, 2022, or any date thereafter, at a redemption price equal to the principal
amount thereof plus accrued interest to the date fixed for redemption;
WHEREAS, this City Council of the City finds and determines that it is necessary and in the best
interests of the City to use excess interest and sinking fund tax collections to redeem a portion of the Bonds,
thus reducing the total dollar amount of debt service paid over the original life of the Bonds; and
WHEREAS, the City is authorized to deposit any available funds or resources, directly with a trust
company or commercial bank that does not act as a depository for the City, in order to make financial
arrangements for the final payment of its outstanding bonds; and
WHEREAS, the ordinance that authorized the issuance of the Bonds provides that notice of
redemption of the Bonds shall be mailed to the registered owners thereof at least thirty days prior to the
redemption date; and
WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public, and public notice of the time, place, and purpose of said meeting was
given, all as required by Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF CITY OF COLLEGE
STATION:
Section 1. The City hereby exercises its option to redeem a portion of the Bonds on December 16,
2025 (the "Redemption Date") in the principal amounts as shown below. The Bonds below constitute the
"Redeemed Bonds":
Principal Principal Redemption
Maturitv Date Amount Amount CUSIP Date
Outstanding Redeemed
02/15/2027
$455,000
$455,000
194469AP7
100%
02/15/2028
$475,000
$475,000
194469AQ5
100%
02/15/2029
$495,000
$495,000
194469AR3
100%
02/15/2030
$510,000
$510,000
194469AS1
100%
02/15/2031
$540,000
$540,000
194469AT9
100%
02/15/2032
$560,000
$560,000
194469AU6
100%
02/15/2033
$580,000
$580,000
194469AV4
100%
ORDINANCE NO. 2025-4639 Page 2 of 22
Section 2. On or before December 16, 2025, the City shall deposit with or make available to The
Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), funds in
an amount sufficient to pay the redemption price of the portion of the Redeemed Bonds called for
redemption on the Redemption Date. The Redemption Price for the Redeemed Bonds is $3,665,893.52
being $3,615,000.00 in principal amount and $50,893.52 in accrued but unpaid interest.
Section 3. The Redeemed Bonds called for redemption shall be presented for redemption and
payment to the Paying Agent/Registrar in accordance with a notice of redemption and shall not bear interest
after the Redemption Date. The Paying Agent/Registrar is hereby authorized and directed to disseminate a
notice of redemption to be mailed by the Paying Agent/Registrar at least thirty days prior to the Redemption
Date by United States mail, first-class postage prepaid, to the registered owner of each Redeemed Bond to
be redeemed at its address as it appeared on the day such notice of redemption is mailed and to major
securities depositories, national bond rating agencies, MSRB Electronic Municipal Market Access, and
bond information services.
Section 4. The City Manager and Assistant City Manager/CFO (each an "Authorized Officer") of
the City is further authorized to enter into and execute on behalf of the City with the escrow agent named
therein, an escrow agreement, which escrow agreement will provide for the escrow of the funds until needed
only to pay the Redeemed Bonds so called for redemption plus accrued but unpaid interest. Each Authorized
Officer is authorized to purchase such securities in the escrow fund under the escrow agreement, to execute
such subscriptions for the purchase of the United States Treasury Securities, State and Local Government
Series and to transfer and deposit such cash from available funds, as may be necessary or appropriate for
the escrow fund described in the escrow agreement. The City may obtain, at its sole discretion, a report or
certificate verifying that any investments purchased under the escrow fund will mature and pay interest in
such amounts which, together with any uninvested funds in the escrow fund, will be sufficient to pay, when
due, the principal of and interest on the Redeemed Bonds.
Section 5. Each Authorized Officer are hereby authorized and directed to take such actions and to
execute and deliver such documents, certificates and receipts, including without limitation notice of
redemption and material events notices with respect to the Redeemed Bonds, as necessary or appropriate
to consummate the transactions authorized by this Ordinance and to redeem the Redeemed Bonds in
accordance with the provisions and requirements of said Bonds.
PASSED AND APPROVED ON OCTOBER 23, 2025.
P_ VUA�11' -
City Secretary; City of College Station Ma or; City of College Station
ORDINANCE NO. 202S-4639 Page 3 of 22
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of October 23, 2025 (the Agreement) is entered
into by and between the City of College Station (the Issuer) and The Bank Of New York Mellon
Trust Company, N.A., Dallas, Texas, as escrow agent (the Escrow Agent). The addresses of the
Issuer and the Escrow Agent are shown on Exhibit A attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obligations (the Refunded Obligations) described in Exhibit B attached hereto and made a part
hereof; and
WHEREAS, the Refunded Obligations are scheduled to be payable at such times and in
such amounts as are set forth in Exhibit C attached hereto and made a part hereof; and
WHEREAS, when firm banking arrangements have been made for the payment of principal
and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded
Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
WHEREAS, Chapter 1207, Texas Government Code (Chapter 1207), authorizes the Issuer
to deposit an amount of money sufficient to provide for the payment or redemption of the Refunded
Obligations to be paid or redeemed in whole or in part without issuing refunding bonds, directly
with a paying agent for any of the obligations to be refunded, paid, or redeemed, and such deposit,
if made before such payment dates and in sufficient amounts, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any Paying Agent for any of the Refunded Obligations, or a trust company or commercial
bank that does not act as a depository for the Issuer, with respect to the safekeeping, investment,
administration and disposition of any such deposit, upon such terms and conditions as the Issuer
and such Paying Agent, trust company or commercial bank may agree, provided that such deposits
may be invested only in obligations described in Section 1207.062 of Chapter 1207, which
obligations may be in book entry form, and which shall mature and/or bear interest payable at such
times and in such amounts as will be sufficient to provide for the scheduled payment of principal
and interest on the Refunded Obligations when due; and
WHEREAS, the Escrow Agent is a paying agent for the Refunded Obligations, and this
Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter
1207; and
ORDINANCE NO. 2025-4639 Page 4 of 22
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms
of this Agreement and timely make available to the Paying Agents for the Refunded Obligations
the amounts required to provide for the payment of the principal of and interest on such obligations
when due, and in accordance with their terms, but solely from the funds, in the manner, and to the
extent provided in this Agreement; and
WHEREAS, the Issuer has on hand available funds which shall be deposited to the credit
of the Escrow Fund created pursuant to the terms of this Agreement; and
WHEREAS, the cash balances from time to time on deposit in the Escrow Fund will be
sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the
principal of the Refunded Obligations on their maturity dates or dates of redemption; and
WHEREAS, to facilitate the payment of the principal of and interest on the Refunded
Obligations, and to facilitate receipt and transfer of proceeds of the Escrow Fund, the Issuer desires
to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the
full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer
and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective
representatives and successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
Code means the Internal Revenue Code of 1986, as amended, or to the extent applicable
the Internal Revenue Code of 1954, together with any other applicable provisions of any successor
federal income tax laws.
Escrow Fund means the fund created by this Agreement to be administered by the Escrow
Agent pursuant to the provisions of this Agreement.
Escrowed Securities means, subject to any restrictions set forth in any order, ordinance or
resolution of the Issuer authorizing the issuance of the Refunded Obligations, the obligations
permitted by Section 1207.062 of Chapter 1207 or cash or other obligations permitted by Section
1207.062 of Chapter 1207 substituted therefor pursuant to Article IV of this Agreement.
Paying Agent means, with respect to the Refunded Obligations, The Bank of New York
Mellon Trust Company, N.A., as paying agent/registrar therefor.
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ORDINANCE NO. 2025-4639 Page 5 of 22
Section 1.02. Other Definitions. The terms Agreement, Issuer, Escrow Agent and
Refunded Obligations, when they are used in this Agreement, shall have the meanings assigned
to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered a
part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all
of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth
herein and to achieve the intended purpose of providing for the early retirement of the Refunded
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS
Section 2.01. Deposits in the Escrow Fund. On or before December 16, 2025, the Issuer
shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the
funds described in Exhibit D attached hereto and made a part hereof, and the Escrow Agent shall,
upon the receipt thereof, acknowledge such receipt to the Issuer in writing.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the City of College Station Series 2025 Escrow Fund
(the Escrow Fund). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably
deposit to the credit of the Escrow Fund the funds described in Exhibit D. Such deposit, all
proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the
property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and
conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the
principal of and interest on the Refunded Obligations, which payment shall be made by timely
transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final
transfers have been made for the payment of such principal of and interest on the Refunded
Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and
the Escrow Agent shall thereupon be discharged from any further duties hereunder.
Section 3.02. Pavment of Principal and Interest. The Escrow Agent is hereby irrevocably
instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund and
make available to the Paying Agent for the Refunded Obligations, the amounts required to pay the
principal of and interest on the Refunded Obligations at their redemption date and interest thereon
to such redemption date.
Section 3.03. Sufficiencv of Escrow Fund. The Issuer represents that the cash balances in
the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent
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ORDINANCE NO. 2025-4639 Page 6 of 22
at the times and in the amounts required to pay the interest on the Refunded Obligations as such
interest comes due and the principal of the Refunded Obligations as the Refunded Obligations
mature or are subject to redemption, all as more fully set forth in Exhibit E attached hereto and
made a part hereof. If, for any reason, at any time, the cash balances on deposit or scheduled to
be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each
Paying Agent for the Refunded Obligations to make the payments set forth in Section 3.02 hereof,
the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available
therefor, additional funds in the amounts required to make such payments. Notice of any such
insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow
Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or
the Issuer's failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund
wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall
never allow the assets of the Escrow Fund to be commingled with any other funds or securities of
the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth
herein. Uninvested cash and other assets of the Escrow Fund shall always be maintained by the
Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a
special account thereof shall at all times be maintained on the books of the Escrow Agent. The
owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien
upon the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The
amounts received by the Escrow Agent under this Agreement shall not be considered as a banking
deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except
as Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent
under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or,
except to the extent expressly herein provided, by the Paying Agent.
Section 3.05. Securitv for Cash Balances. Cash balances from time to time on deposit in
the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or
its successor, be continuously secured with securities or obligations that are eligible under the laws
of the State of Texas, having a market value at least equal to such cash balances.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. General Limitations. Except as provided in Section 4.02 and 4.03, the
Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder,
or to make substitutions of any Escrowed Securities, or to sell, transfer or otherwise dispose of
Escrowed Securities.
Section 4.02. Substitutions and Investments. At the written direction of the Issuer, the
Escrow Agent shall invest cash balances in the Escrow Fund, make substitutions of Escrowed
Securities or redeem any Escrowed Securities and reinvest the proceeds thereof or hold such
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ORDINANCE NO. 202S-4639 Page 7 of 22
proceeds as cash, together with other moneys or securities held in the Escrow Fund provided that
the Issuer delivers to the Escrow Agent the following:
(1) an opinion by an independent certified public accountant that after such
substitution, investment or reinvestment the principal amount of the securities in the
Escrow Fund (which shall be noncallable, not pre -payable obligations described in Section
1207.062 of Chapter 1207, subject to any restrictions set forth in any order, ordinance or
resolution of the Issuer authorizing the issuance of the Refunded Obligations), together
with the interest thereon and other available moneys in the Escrow Fund, will be sufficient
to pay, without further investment or reinvestment, as the same become due, the principal
of, interest on and premium, if any, on the Refunded Obligations which have not previously
been paid, and
(2) an unqualified opinion of nationally recognized municipal bond counsel to the
effect that (a) such substitution, investment or reinvestment will not cause the Refunded
Obligations to be "arbitrage bonds" within the meaning of Section 103 of the Code or the
regulations thereunder in effect on the date of such substitution or reinvestment, or
otherwise make the interest on the Refunded Obligations subject to federal income
taxation, and (b) such substitution, investment or reinvestment complies with the
Constitution and laws of the State of Texas and with all relevant documents relating to the
issuance of the Refunded Obligations.
The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect
to investments made at the explicit written direction of the Issuer.
Section 4.03. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. The
Escrow Agent shall, at the written direction of the Issuer, reinvest cash balances in the Escrow
Fund in United States Treasury Certificates of Indebtedness, Notes or Bonds - State and Local
Government Series with an interest rate equal to zero percent (0%) (the Zero SLGs) to the extent
such obligations are available from the Department of Treasury. All such re -investments shall be
made only from the portion of cash balances derived from the maturing principal of and interest
on any Escrowed Securities.
Section 4.04. Arbitrate. The Issuer hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow
Fund to be used directly or indirectly to acquire any securities or obligations if the exercise of such
power or the acquisition of such securities or obligations would cause any Refunded Obligations
to be an "arbitrage bond" within the meaning of the Code.
ORDINANCE NO. 202S-4639 Page 8 of 22
ARTICLE V
APPLICATION OF CASH BALANCES
Section 5.01. In General. Except as provided in Sections 3.01, 3.02, 4.02 and 4.03 hereof,
no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in which
complete and correct entries shall be made of all transactions relating to the receipts,
disbursements, allocations and application of the money deposited to the Escrow Fund and all
proceeds thereof, and such books shall be available for inspection at reasonable hours and under
reasonable conditions by the Issuer and the owners of the Refunded Obligations.
Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually
shall prepare and send to the Issuer a written report summarizing all transactions relating to the
Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund
and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise,
together with a detailed statement of any Escrowed Securities and the cash balance on deposit in
the Escrow Fund as of the end of such period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it has all
necessary power and authority to enter into this Agreement and undertake the obligations and
responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder.
Section 7.02. Limitation on Liabilitv. (a) The liability of the Escrow Agent to transfer
funds for the payment of the principal of and interest on the Refunded Obligations shall be limited
to the cash balances and any proceeds of the Escrowed Securities from time to time on deposit in
the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the
Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of
funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed
Securities to make timely payment thereon, except for the obligation to notify the Issuer as
promptly as practicable of any such occurrence.
(b) The recitals herein and in the proceedings authorizing the Refunded Obligations shall
be taken as the statements of the Issuer and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a parry to the proceedings
authorizing the Refunded Obligations and is not responsible for nor bound by any of the provisions
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ORDINANCE NO. 2025-4639 Page 9 of 22
thereof In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the
terms and provisions of this Agreement.
(c) The Escrow Agent makes no representations as to the value, conditions or sufficiency
of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in
respect to any of such matters.
(d) It is the intention of the parties hereto that the Escrow Agent shall never be required to
use or advance its own funds or otherwise incur personal financial liability in the performance of
any of its duties or the exercise of any of its rights and powers hereunder.
(e) The Escrow Agent shall not be liable for any action taken or neglected to be taken by
it in good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the same shall have been through its
negligence or willful misconduct.
(f) Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to
dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent
is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise
reasonable care and diligence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own willful misconduct or its negligence. In determining the
occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any
other person such reasonable additional evidence as the Escrow Agent in its discretion may deem
necessary to determine any fact relating to the occurrence of such event or contingency, and in this
connection may make inquiries of, and consult with, among others, the Issuer at any time.
(g) The Escrow Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods (Electronic Communication), provided, however, that the Issuer shall provide
to the Escrow Agent an incumbency certificate listing designated persons authorized to provide
such instructions, which incumbency certificate shall be amended whenever a person is to be added
or deleted from the listing. If the Issuer elects to give the Escrow Agent instructions by Electronic
Communication and the Escrow Agent in its discretion elects to act upon such instructions, the
Escrow Agent's reasonable understanding of such instructions shall be deemed controlling. The
Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Escrow Agent's reliance upon and compliance with such instructions. The Issuer agrees
to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Escrow Agent, and the risk or interception and misuse by third parties.
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ORDINANCE NO. 202S-4639 Page 10 of 22
(h) The Escrow Agent may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through its agents or attorneys.
(i) The Escrow Agent may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, written investment direction, statement, instrument, opinion,
notice or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party.
0) To the extent permitted by law, the Issuer agrees to indemnify the Escrow Agent, its
officers, directors, employees and agents for, and hold them harmless against, any loss, liability,
or expense incurred without negligence or bad faith on their part arising out of or in connection
with its acceptance or administration of the Escrow Agent's duties under this Agreement, including
the cost and expense (including its counsel fees) of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this Agreement.
The foregoing indemnification shall survive the termination of this Agreement or the resignation
or removal of the Escrow Agent.
(k) The Escrow Agent may consult with counsel and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted
by it in accordance with such advice in the absence of any fraud or negligence on the part of the
Escrow Agent
Section 7.03. Compensation. (a) Concurrently with the initial deposit to the Escrow Fund,
the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all
expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement,
the amount set forth in Exhibit F. attached hereto and made a part hereof, the sufficiency of which
is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to
perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to
the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all
expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow
Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of
such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or
lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as
Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses.
(b) The Issuer covenants to timely pay for all future paying agency services of the Paying
Agent for the Refunded Obligations in accordance with the paying agent fee schedule now in effect
through the final payment of the Refunded Obligations. Additionally, the Paying Agent has agreed
to look only to the Issuer for the payment of such fees and reimbursement of such expenses, and
for the benefit of the registered owners of the Refunded Obligations, to perform the services as
Paying Agent without regard to the future payment of such fees and expenses. The Paying Agent
shall in no event assert any claim or lien against the Escrow Fund for any fees for their services,
whether regular or extraordinary, as Paying Agent, or in any other capacity, or for reimbursement
for any of its expenses.
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Section 7.04. Notice of Redemption of Refunded Obligations. The Escrow Agent serves
as Paying Agent/Registrar for the Refunded Obligations. Not less than thirty days prior to the
Redemption Date for the Refunded Obligations, the Escrow Agent will give the notice of
redemption to the registered holders of the Refunded Obligations in accordance with the order
authorizing the issuance of the Refunded Obligations. The Bank hereby acknowledges and
represents that no amounts are due to it under the Paying Agent/Registrar Agreement pertaining
to the Refunded Obligations and that the Bank will not apply funds from any fund established for
the Refunded Obligations for the payment of any fees owed to the Bank.
Section 7.05 Successor Escrow Agents. (a) If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state
or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the
Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If a
successor Escrow Agent has not been appointed within 60 days from the date the Escrow Agent
submits its notice of resignation, the Escrow Agent may, at the expense of the Issuer, petition a
court of competent jurisdiction to have a successor appointed. Such court may thereupon, after
such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
(b) Any successor Escrow Agent shall be: (i) a corporation, bank or banking association
organized and doing business under the laws of the United States or the State of Texas; (ii) be
authorized under such laws to exercise corporate trust powers; (iii) be authorized under Texas law
to act as an escrow agent; (iv) have its principal office and place of business in the State of Texas;
(v) have a combined capital and surplus of at least $5,000,000; and (vi) be subject to the
supervision or examination by Federal or State authority.
(c) Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and
the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent
shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to
the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon
the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent
all such rights, powers and duties.
(d) The Escrow Agent at the time acting hereunder may at any time resign and be
discharged from the trust hereby created by giving not less than sixty (60) days' written notice to
the Issuer. No such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such
successor Escrow Agent shall be an entity authorized by law to serve as an escrow agent and shall
have accepted such appointment, in which event such resignation shall take effect immediately
upon the appointment and acceptance of a successor Escrow Agent.
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ORDINANCE NO. 2025-4639 Page 12 of 22
(e) Under any circumstances, the Escrow Agent shall pay over to its successor Escrow
Agent proportional parts of the Escrow Agent's fee and.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the
address shown on Exhibit A attached hereto. The United States Post Office registered or certified
mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of
delivery. Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof. Prior written notice of any
amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice
of any incidence of a severance pursuant to Section 8.04 shall be sent to the Municipal Securities
Rulemaking Board.
Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other
person or persons in connection with this Agreement.
Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and
the Escrow Agent and their respective successors and legal representatives, and shall inure solely
to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their
respective successors and legal representatives.
Section 8.04. Severabilitv. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,
but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein.
Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt
by the Escrow Agent of the funds described in Exhibit D. together with the specific sums stated
in subsection (a) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services.
12
ORDINANCE NO. 2025-4639 Page 13 of 22
Section 8.08. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless
the same shall be in writing and signed by the parties thereto. No such amendment shall adversely
affect the rights of the holders of the Refunded Obligations.
Section 8.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, and all counterparts shall
together constitute one and the same instrument.
Section 8.10. Miscellaneous. The Bank makes the following representations and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended
(the "Covered Verifications"), in entering into this Agreement. As used in such verifications,
"affiliate" means an entity that controls, is controlled by, or is under common control with the
Bank within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit.
Liability for breach of any such verification during the term of this Agreement shall survive until
barred by the applicable statute of limitations and shall not be liquidated or otherwise limited by
any provision of this Agreement, notwithstanding anything in this Agreement to the contrary.
Notwithstanding anything in this Agreement to the contrary, the Issuer reserved and retains all
rights and remedies at law and equity for pursuit and recovery of damages, if any. Notwithstanding
anything contained herein, the representations and covenants contained in this section shall survive
termination of the agreement until the statute of limitations has run.
(a) Not a Sanctioned Companv. The Bank represents that neither it nor any of its parent
company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on
a list prepared and maintained by the Texas Comptroller of Public Accounts under Section
2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing
representation excludes the Bank and each of its parent company, wholly- or majority -owned
subsidiaries, and other affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization.
(b) No Bovcott of Israel. The Bank hereby verifies that it and any parent company,
wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will
not boycott Israel during the term of this Agreement. As used in the foregoing verification,
"boycott Israel" has the meaning provided in Section 2271.001, Texas Government Code, as
amended.
(c) No Discrimination Against Firearm Entities. The Bank hereby verifies that it and
any parent company, wholly- or majority -owned subsidiaries, and other affiliates, do not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association and will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm
entity or firearm trade association" has the meaning provided in Section 2274.001(3), Texas
Government Code, as amended.
13
ORDINANCE NO. 2025-4639
Page 14 of 22
(d) No Boycott of Enerav Companies. The Bank hereby verifies that it and any parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott
energy companies and will not boycott energy companies during the term of this Agreement. As
used in the foregoing verification, "boycott energy companies" has the meaning provided in
Section 2276.001(1), Texas Government Code, as amended.
(Execution Page Follows)
14
ORDINANCE NO. 202S-4639
Page 15 of 22
EXECUTED as of the date first written above.
THE CITY OF COLLEGE STATION
Jeff Kersten
Assistant City Manager / CFO
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Title:
Escrow Agreement
City of College Station 2025
ORDINANCE NO. 202S-4639
INDEX TO EXHIBITS
Exhibit A Addresses of the Issuer and Escrow Agent
Exhibit B Schedule of Refunded Obligations
Exhibit C Schedule of Debt Service on Refunded Obligations
Exhibit D Escrow Deposit
Exhibit E Escrow Fund Cash Flow
Exhibit F Escrow Agent Fees
Page 16 of 22
ORDINANCE NO. 2025-4639
Page 17 of 22
EXHIBIT A
ADDRESSES OF THE ISSUER AND ESCROW AGENT
ISSUER
The City of College Station
Attn: Finance Department
1101 Texas Ave.
College Station TX 77842
ESCROW AGENT
The Bank of New York Mellon Trust Company, N.A.
Attn: Corporate Trust Services
2001 Bryan Street, 1 Oth Floor
Dallas, TX 75201
A-17
ORDINANCE NO. 202S-4639
EXHIBIT B
SCHEDULE OF REFUNDED OBLIGATIONS
Page 18 of 22
City of College Station General Obligation Improvement & Refunding Bonds, Series 2013
Principal
Principal
Redemption
Maturitv Date
Amount
Amount
CUSIP
Date
Outstanding
Redeemed
02/15/2027
$455,000
$455,000
194469AP7
100%
02/15/2028
$475,000
$475,000
194469AQ5
100%
02/15/2029
$495,000
$495,000
194469AR3
100%
02/15/2030
$510,000
$510,000
194469AS1
100%
02/15/2031
$540,000
$540,000
194469AT9
100%
02/15/2032
$560,000
$560,000
194469AU6
100%
02/15/2033
$580,000
$580,000
194469AV4
100%
B-18
ORDINANCE NO. 202S-4639
EXHIBIT C
SCHEDULE OF DEBT SERVICE ON REFUNDED OBLIGATIONS
Period
Fx ing
08/20/2013
02/15/2014
08/15/2014
02/15/2015
08/15/2015
02/15/2016
08/15/2016
02/15/2017
08/15/2017
02/15/2018
08/15/2018
02/15/2019
08/15/2019
02/15/2020
08/15/2020
02/15/2021
08/15/2021
02/15/2022
08/15/2022
02/15/2023
08/15/2023
02/15/2024
08/15/2024
02/15/2025
08/15/2025
02/15/2026
08/15/2026
02/15/2027
08/1512027
02/15/202S
08/15/2028
02/15/2029
08/15/2029
02/1512030
08/15/2030
02/15/2031
08/15/2031
02/15/2032
08/15/2032
02/15/2033
Principal
Cnapan
Interest
Debt Service
1,275,OU0
2.000%
422,123.70
1,697,123.70
421,434.33
421,434.33
1,400,000
3.000 %
421,434.38
1,821,434.38
400,434.38
400,434.38
1,370,000
3.000%
400,434.38
1,770,434.33
379,884.38
379,884.38
1,380,ow
4.000%
379,884.38
1,759,884.38
352,284.38
352,284.38
1,295,000
4.000%
352,284.38
1,647,284.38
326,384.38
326,384.33
1,195,000
5.000%
326,384.38
1,521,384.38
296,509.38
296,509.38
1,270,0U0
5.000%
296,509.38
1,566,509.38
264,759.38
264,759.38
1,345,000
*' 9�
264,759.38
1,609,759.38
238,884.38
238,984.38
1,415,000
5.000%
238,884.38
1,653,S84.38
203,509.38
203,509.38
1,495,000
5.000%
203,509.38
1,698,509.38
166,134.38
166,134. 38
1,585,000
5.000%
166,134.38
1,751,134.33
126, 509.33
126, 509. 38
1,680,000
5.00096
126,509.38
1,806,509.38
84,509.38
84,509.38
4-410,000
4.000%
84,509.38
524,509.38
75,709.38
75,709.33
455,000
4.DOO %
75,709.38
53U,709.38
66,609.38
66,609.38
475,000
4.D00%
66,609.38
541,609.38
57,109.38
57,109.38
495,000
4.125%
57,109.38
552,109.38
46,900.00
46,900.00
510,000
4.250%
46,900.00
556,900.00
36,062.50
36,062.50
540,000
4.250%
36,062.50
576,062.50
24,587.50
24,587.50
560,000
4.250%
24,587.50
584,587.50
12,687.50
1207.50
580,000
4.375%
1207.50
592,687.50
20,760,000
7,583,930.10
28,343,930.10
C-19
Page 19 of 22
ORDINANCE NO. 2025-4639
EXHIBIT D
ESCROW DEPOSIT (i)
Deposit with Respect to the Refunded Obligations:
Page 20 of 22
The sum of $3,653,979.29 shall be deposited with the Escrow Agent on November 12,
2025 from available funds to purchase the following securities:
Security
Principal
Interest
Maturity
Type
Amount
Rate
Date
SLGS
$3,653,979.00
$4.220%
12/16/2025
The sum of $0.29 deposited with the Escrow Agent shall remain uninvested in cash and
shall be used to redeem the Refunded Bonds, on the date shown in Exhibit B hereto.
(1) Preliminary, subject to being finalized during escrow pricing.
D-20
ORDINANCE NO. 2025-4639 Page 21 of 22
EXHIBIT E
ESCROW FUND CASH FLOW (1)
Present Value
Net Escrow to 11/12/2025
Date Principal Interest Receipts @ 3.4766753%
12/16/2025 3,653,979.00 11,914,23 3,665,893.23 3,653,979.00
3,653,979.00 11,914.23 3,665,893.23 3,653,979.00
(2) Preliminary, subject to being finalized during escrow pricing.
E-21
ORDINANCE NO. 202S-4639
EXHIBIT F
ESCROW AGENT FEES
(Please see attached)
Page 22 of 22