HomeMy WebLinkAbout1994-2081 - Ordinance - 08/25/1994ORDINANCE NO. 2081
ORDINANCE AUTHORIZING THE ISSUANCE OF $16,.~0,000 ~;rl'~' OF COLLEGE
STATION, TEXAS [rl'll.lTY SYSTEM REVENUE BONDS, ~El~il~_q 1994; EXECUTION OF
A PAYING AGI~fT/P.,EGISTRAR AGREEMENT; AND APPROVING ALL OTHER MA'i-s-~RS
RELATED TO ISSUANCE OF THE BONDS, INCLUDING IMMEDIATE EFFE~-~s VENF. SS
WHEREAS, ~hc City las he~emferc issued thc following described omtanding Ixmds (collectively, the
"Prev~oudy Issued Parity Bonds") m-wit:
CITY OF COLLEGE STATION. TEXAS. UTILITY SYSTEM REVENUE REFUNDING BONDS. SERIES
1985. dated January 15. 1985. originally issued in Ibe principal mount of $34.185.000 (Ibe "Seaies 1985
Bonds"); and
CITY OF COI-I~OE ~TATION, TEXAS UTR.gI'Y SYSTEM REVENUE BONI~.q, SERIES 1990 in ~e
principal amount of $4300.000 (the 'Series 1990 Bonds");
a pa~ with each o~er (and any Padty Bonds, be~einaf~r defined, which ~ hem~r ~ issued, and
delivered);
WHEREA~, notice of iatanliou to issuc thc bonds anthori~d be~by has been givan by gabli~n thereof
in The Eagle, a newspalm' of general circulation in the City, on August 11, 1994 and August 18, 1994;
WHERFaAS. such notice stated that the Qty inlm~ds to issue $10,500,000 fo~ ex~nsions and impmv~meats
to Ibc City's wasRn~ater system but the City Council now desires lo issue only $I0.000.000 for such proposes;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TEXAS THAT:
Sectinn 1. Bonds Authorized. Pursuant m Article 717k and Amclc 1111 el. seq., Vemou's Texas Civil
Statutes. ns amended, and othor appUcable law. Ibe C~ty's bouds are hereby an~onzed to be issued to be ~S~
as the "Oty of College S~nrion. Texas Ulility Sys~n Rc, vman Bomis. Series 1994" in the aggreg~?__- principal nmount
of $16.500.000 with $10.000.000 being issued for the purpose of exloudins nmi improving the City's existing
wastewam- syslem and with $6.500.000 being issued for the inngose of e~nding and ~ the City's existing
electric light and power s/nam, and paying the co~s of issuance of the Bonds.
Section 2. Dates. Matm'illes. and lntertst Rafts. The Bonds shall be ,lntnl ~ 1. 1994. shall be in
the denomination of $5.000 or any in~gral m,lt~?le thereof, shnil be numbeml I-1 for the Initial Bond and
comecutively from R-I upwnrd for the definitive bouds, and slmll mnm~ ou Ibe maturity dn~. in each of the years,
and in the mounts, t~spectively, ns set fo~h in ~be following schedule nmi sbe]l bear in~est at tbe following
per annmn:
MATUE.WY DATE: FEBRUARY I
YEAR AMOUNTS RATES. YEAR AMOUNTS
1995 $825,000 % 2005 $825,000
1996 825,000 2006 825,000
1997 825,000 2007 825,000
1998 825,000 200~ 825,00O
1~9~ 825,OOO 200~ 825.OOO
2000 825.000 2010 825.000
2001 825.000 2011 825.000
7.002 825.000 2012 825.OOO
2003 825.000 2014 825.000
2004 825.000
Such interest shall be payable on Feinvn~y 1. 1995, and semiannually thereafter on August I and February 1. Said
interest shall be payable to the registered owner of any such Bond in the mann~ provided in the I~ORM OF BONDS
set fotlh in this Ordinance.
Section 3. Right of Prior Redemption. ~ City reserves the right to redeem the Bonds rpn. n-ing on or after
Felmmry 1, . in whole or in part in principal amount of $5,000 or any integral multipl~ thereof, on Fein~aty
to call by lot Bonds. or portions thereof, within such maturity or maturities and in such lxincipal amounts, for
redemption.
Notice of such redemption shall be given as provided in the FORM OF BOND in Section 5 hereof. If such
notice of t~letnption is given, and if duc provision for such payment is mnde, the Bonds, or the lXXXioas thereof
which nre to be so red~med, thereby automatically shnll be redeemed prior to their scheduled mntoriti~, and ,:hall
not bent inp~rest nfter the d~ fixed for their redemption, and shull not be ~egmted as being outstanding except for
the fight of tbe registmM owner to n:ceive tbe redemptien ixice plas ncemod interest to the dnt,~ fixed ftx redemptinn
f~mn the Paying Agen0Registtar out of the funds lx~vided for such payment. 'fbe Paying AganO.~,Mrar shall
ont of th~ fouds provide! for anch paymon~. If a ixxtinn of any Bond d,~ ~ mle~"..med, a anbstitnts Boud or Bou~
integrM multiple of ~,000. at tbe wnUen request of the t~gistmxl ownor, and in an agg~ose~, principal amount eZlUul
to Ibe ~ed portion th~'~of, will be issand to the psgistm~d owns' upon th~ surrende~ th~of for ~celintion,
at the expense of the Oty all as provid~ in this On~,mmce.
Seefion 4. Pavinn Anen~Renistrar. (a) The Oty shall keep or cause to be kept nt the principal ce~omte
trust office of the Paying Agont/Regi~nr het~in anmed, or such o~er bnnk. ~x, ust company, financiul institution, tx
other entity duly quulified and legully amhorized to serve and lx~form duties of and se~vines of Paying
Agont/~gisuar, named in accordance with thc ]wovis~ous of (g) of this Section (thc "Paying Agent/P~gisuar"), books
mgistrafioas under such reasonable mg,da~nqs as the City and Paying Agoul/l~gislrar my prestx~; nnd Ibe Paying
Ag~ to o~nin fxom lbe i~-~t4X[ ~ ~ ~ in tbe R~g~au~Xl ]~x~cs th~ nd~l~ss of such
registerod owner of each l~md to which payments with n~ct to the Bonds shnll be nmiled, as benin ixovided.
unless otherwise requiscd by inw, shull not pcrmit their Jnspectiou by any othm. entity. Registrn~_..on of cech Bond
may be tnmsferred in ~ Rcgistratinn Books only upon p~ and so~ of such bond to the Pa~ing
the beod, or any ix~tlion thoreof in any integral multiple of $$.000o to the assisnee or assi&qlees then~f, asd the right
of such asslgnee or asslgnses to haw the bend or my asch porlion thcrcof registered in the anme of anch assisnce
or n~signces. Upon tile assignment and iron.er of nny Bond or any lxntinn thereof, a new sobstitote bend tx bends
(b) Tbe ontity in wbece name any Bond slmll be registered in the Regisuation Books at any time sbull be
Ireatcd as tbe absointe owner thereof ftx ull porposes of this Op6nnnce, whcthcr or not such bend slmll be orca*due,
l~qulrcd by law: and paymont of, or on account of, the lx'incJpul o~o i~mium, if any, and intm~cst on any such bond
2
shMl be made only to such registered owner. AU such payments shaH be valid and effectual to satisfy and discharge
thc Imbdity upon such bond to the extent of the sum or sams so paid.
(c) The City h~cby further appoints the Paying Agen~ngtsUar to uct as thc paying agent ~r poying the
pnucipal of end interest on the Bonds. and to act as its ngent to exclumge or ~plucc Bonds. all as izovided in ~
Orthnance. Tbe Paying Agont/Rcg~Um shall ~ prow~ records of all paymmts ~,~d~ by the City and th~ Pa~
Agent~l~gistmr with re, cot to thc Boeds. end of all cxchengns of such bonds, and all rei~enmmts of ench bonds.
as provided in this Ordinance.
(d) E~ch Bond may be exchanged for fully registered bonds in thc menner set forth berein. Each bond issued
and dclivered pursuant to this Ordraence. to thc extent of thc unpaid or umcdecmcd principal balenen or principal
amount thereof, may, upon surronder of such bond at thc principal corporate trust office of the Paying
Agent/Regislrar, together with a writ~n minust the~for duly exexmted by the registered owner or th~ n~gnen or
asstgeens thereof, or its or their duly authorized attorneys or representatives, with guaran~e of signatu~s satisfentmy
be exchenged for fully regismed bonds, without in~e~net coupons, in the form lwes~l~d in the FORM OF BONI~
set ferth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the
requirement here[]after stated linll each solmitute Bond sindl have u single _~,t,.d mntufity d~), as requested in
writing by such registered owner or such nealgnen or assignees, in en aggregate principal amount equal to tbe un~
maturity as Ixovided herein, a substitute bond or bonds having the same maturity dn~.~ beating interest at tbe same
rate, in the denomination or denominations of uny integnti multiple of $5,000 at the request of the rngiste~d owner,
upon surrender thereof for cancellnslon. If uny Bond or portion thereof is a.~ and mmsferred, each bond imt~d
in exchange therefor shall have the same principal n~ty date and be~r intea~t at the same ra~ as tbe bond for
which st is being exchanged. Each substitute Ix[]d shaH bear n letter and/or number to distinguish it f~om each other
bond. The Paying Agent/Rngistmr ~ exchange or replace Bonds as p~vidsd herein, end ench fully registered
bond delivered in exchange for or replacement of uny bond or portion thereof as permitted or requin~d by uny
provision of thss Ordinence shall constitute one of the Bonds for aH porpo~ of this Ordiennce, end may ngnin be
exchanged or repisced. It is spectfic~ly provided, however, that uny bond delivered in exchnnge for or replucement
of enother bond prior to the f'tm scheduled interest payment date on the Bonds (as rated on the face thoreo0 shall
be dated tho ~0 dnt~ ne ~lch build, but e,~h sab~ztitute hond so delivered on or nftor such lb'st scheduled in~re~t
payment date shall be dated as of the intet~t payment al_use _~___ing the date on which such sobsfitute bond is
delivered, nule~ such bond is dalivered on en intreat paymottt dste., in whioh c~o it ~hall be dnt~4 ne of f,'llch dnw-
of delivezy; provided, however, that if at the time of dahvery of uny substitute bond the interest on the bond f~r
which it is being exchanged has not been paid. then such bend slutll be dns,,~l as of the date to which such internet
has been paid in full. On ench substitute bond i~ed in exchnnge for or rel~neement of uny bond or bonds issued
under this Ordmauce there shall be IMnted thereon a Paying Agent/Registv~'s Authentication (~nificete, in the form
soch bond, dn~,~ such by dating Ibe Authentlv. ntiofi Ce..tfific~o in tho ~ ~t forth above, and matmnlly ~ ~
The Paying Agent/Registrar promptly shah cancel aH Bonds sun'nudered for exchange or repincetnnut. No nddltlnBal
ordinnncne, md~tx, or resolutions need be ~ or ndop~l by the City Couucll or uny other body or petxon so as
to accomplish the foregoing exchenge or te~ineemnut of uny Bond or portion thnu~f, and the Paying Agent/Registrar
sh~ provide for the printing, execution, and delivery of the sal~itute bonds in the manner pres~ibed hon~n, and
said bonds shall be of type composition Izinted on paper with lithogmphed or steel engraved berde~ of customary
weight and st~nugth pursaent to Article 717k-6, Vernon's Texas Civil Statutes, and paniceinrly Section 6 thereof,
the duty of such exchange or replacement of bonds as nfore~aid ts benny impo~d upon the Paying Agenl/Rngisuar,
nud upon the execution of the nforementioned Paying Agent/Rep's Authentication Cetfificel~ the exchanged
or r~inced Bond shah be valid, iucontestuble, and enfofceuble [] the same manner and with the same effect ns the
Bonds which originally were delivered porsaent to this Ordinance, npproved by the Attorney General, and registered
by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrer shall be required (I) to
tssue, ~, or exchange uny Bond subject to n~'.mption danng a period beginning at the opening of business
15 days before the day of the fast mailing of a notice of redemption of Bonds and ending at the einse of business
on the day of such mailing, or (2) to transfer or exchange any Bond nfter it is salected for n~mption, in whole or
3
in part when such redemption is scheduled to occur within 30 calendar days~ provided, however, thnt such lim~fntmn
shall not be applicable to an exclmnge by the owner of the uncalled principal balance of a Bond.
(e) All Bonds issued in cxchangc or rcplaccmcnt of any o~hcr Bond m' potion thereof, 0) shall be issued in
fully tcSistered fro'm, without interest coupons, with the principal of and intcs~m on such bonds to be payable only
to Itm registered owners thereof, (ii) my be redeemed p~or to flmir scheduled maturities, ('iii) mny be transferred
and assigned, (iv) may be exchanged for mher Bonds, (v) shall have the chamc-tedstics, (vi) shall be signed and
xequired o~ ~ in the t~ORM OF BONDS set fm-:h m this Ordinance.
mgistes~d owners of the Bonds Ihat it will pay the rensmmble and standard ~ cmtmnmT fees and chavg~ of tim
Pay~ Ag~ll~ Rcgishm for ils services with respect to the payment of file l~incipal of and intc~ on rite Bonds,
Ager~.egislrar will be one entity. Thc Oty rcscrvcs tho fight m, nnd may, at its opdon, change Ibc Paying
at any ~ acting as Paying Agcm/Rc~rar (or its succcss~ by merscr, acquisition, or ~ method) should resisn
or olhcl'wisc ~ease to act as such. thc City covcnams that promptly it will al~oint a competcnt and l~?lly qnnlf6~d
United States of America o~ of any ~ authorized under such Inws to exercise ffust powezs, subject to supervision
o~ eznmitm~on by fedend o~ state Authority, and whose qsml~fYnti~ ~l~qn~nlly ~ ~ tO ~ p~v~otlS ~
Agen~Resis~ar ~o act as Paying Asent/Resistmr under this Ordinan~ Upon any change in the Paying
A~gisffar, the l~evious Paying Agen~Regi~ promptly shall mmsfer and deliver die Regismmon Books (~r
a copy thereo0, along with aH othez pestinent books and records p~nSlng to the Bonds, to the new Paying Agem/Rcg-
cause a w~m.n floti~e thin,of to be sent by ibc ncw Paying Agent/Registrar to each re~ owner of the Bonds,
by United States mail, postase t~paid, which no,icc also shall ~ivc the ad~kcss of ~he new h~ Mm~.
By accepthlg the position and perfonnin~ as such, each Paying Agcnt/Rcgi~m shall be deemed to have asrecd to
Ase~gistrar.
FORM OF Dt~l.l~tl-t-lV'E BONDS
FORM OF BONDS:
NO.__
United Su~s of Arflcfica
S~mle ~' Texas
CITY OF CO~ X-rd3Ii STATION, TEXAS
UTILITY SYSTEM R]B'vT~IU~ BOND, S]~]F~S 1994
I]~I'i'~T R,A, TI~
ISSUB DATB CUSIP
% Octobcr I, 1994
REGISTERED OWNER:
PRINC/PAL AMOUNT:. $
THE CITY OF CO~.~ .~£ STATION, TEXAS (the "City") hereby p~u..ises to pay to lie Relistned Owns,
qx~if'ml above, or ~he registered assignee (the "regismed owner") the Pnncipal AmounL specified above, and ~o
specified nlmve, with smd interest being payable on Felmmy I, 1995, and seminnnunlly on ~h Augu.~ I and
THE PRINCIPAL OF AND IN ~ truEST ON this Bond are imyable in lawful money of the United States ~
America, without exchange ~r collection ~. The principal of ~is Bond shnll be paid to lbo ~-gism'ed owner
hereof upon presentation md surrendex of this Bond al malurity at the principal eorpom~ Imst office of TEXAS
COMMERCE BANI~ NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is Ihe "Paying Agent/Registrar'
sent by ~ho Paying Agen~,egisUnr by Uniml $~t,~_ mail, postage ~ on each such hmest pa}'ment da~, to
the rc~iste:red owner at its address m it ~ on the Resisualion Books/a~ by th~ pa,,ins Agmt/Re~sh~. as
hereinal'm' described. The record a.qM ("Receed Date") for the intea, est imynble on any in,east lmyment dl~ memm
~he ffft~mth calendnr day o~ the month l~ a Schednled inierest pnymmL In the event of a non-l~tyment of
inlell~t Oll a schedllled paymcllt d~qfe, arid roi' ~0 days Ihele, af't~, a ilew [eolwd dnM for sllch imml~t paymcflt (a
inefut have been received from ee City. Notice of the Special Record Date and of the sc],,.,~,,ba paymeat ~M
of the past due interest (the 'Special Pa)meat Date~, which shall be 15 calendar da~s after the Spechl IC_,~__ Dale)
shall be seat at least five business days prier to ~he Spcchi Record Date by Unitcd Suttcs ~ ~ c~, ~¢
prepaid, to Ihe address of each xegislered owner of a Bond apl~aring mi the books of Ihe Paying Agent/Regismlr
at the close of business on the last business day next i~ec__ea_ing ~he dn~ of mnlnqg m' such notice, The City
covenants with ~he ~egistemi owner of this Bond that no later flum each principal payment ~ and inmest payment
date fo~ Ihls Bond il will nmke avail,hie to the Paying Ageal/Regismu' Ihe mounts required to provide for Ihe
payment, in immedlnt~4y avnilnMe funds, of all principal of and imerest on Ihe Bonds, when due, in Ihe manner set
fo~b in tl~e ordinance authorizing the issuance of the bonds adopted by the City Council of the C~ty on ]~e ~, 1994
(the 'Ordmnce').
~ TERMS AND PROVISION~ of tt~ Bond ~-e continued on the gvet'se sid~ hereof ssi r, lsll for ~11
purposes hnve Ihe same effect as though fully set froth at t~is place.
*IF THE DATE for Ihe Imyment of Ihe pdncipnl of or inmest on fi, is Bond fhnn be a Salarday, a Sunday,
a legal holiday, or a day on which banking institutions in fl~e city when: the Paying Agen~sarar is Iommd are
~s not such a Salm'day, Sunday, ~ I~idny, or day on which hnnkln, g inslituti~t=~ ~ n,~horized to eJose4 and
*THIS BOND is one of a series of bonds of like tmor nnd effect except as to denomination, number, matmity,
interest rate md right of prior redemption, issued in the nggn~n~, principal amount of S16,500,000 with $10,000,000
being issued for the propose of eztending and improving the Qty's existins elecu~ light and power ~ ~d
paying the costs of issuance of the Bonds.
*TI~ BONDS cf thls s~ics schcdulcd to matm~ oa and aflcr Febnu~ 1, may be rcdeemcd prim' to thck
schcduled ~,,,i~ics, in whole or in part, in prJncilxtl amounts of $5,000 o~ any Jntesnd mulliple g~e,r~of, at the
option of the City, on Fe[mu~y 1, , or on any ~ Ihew.~ter, for the ln~n~pnl amount lhea'eof plus n~rned
ill[~/l~l {o fllO dnlo ~I,X(~I for redemption.
5
*NOTICE OF REDEMPTION shall be sent by the Paying Agen~RegtsU'ar by Unzted Sfn!e-s mall. fu~t-cluss
postage prepaid, at least 30 days prior to the dna; fixed for any such redemption, to the registered owner of each
Bond. or pot'don thereof to be rodeemed, at its address as it appeared on the Regtslratmn Books on the 45th day Imor
to such redemption dnM_ and to mjor securities depositories, natlonni bond rating agencies, and bond infornmfion
services'- provided, however, that thc failure to send. mail. or receive such notice, or any defect thereto or in the
sending or mailing ~reot'. shall not affect the validity or effectivenes~ of the proceedmas for the redemption of any
Bond. By the date fixed for any such redemption, due provision shall be made by the City with thc Paying
Agnm/Regtslrar for the payment of the required redemption price for flus Bond or the pot'don he, of which is to be
so redecmed, pins anerued interest thereon to the dote fixed for rede[]ptton. If such noUce of rcdcreption is given.
and if due ixovislon for such payment is made. all as provided above, lids Bond. or the portion tbereof which is to
be so rodecmed, thereby antomatically sludl be redeemed prim- to its scheduled man]tiP/, and dudl not bear interes~
after the date fixed for i~s rodemptmn, and sludl not be regarded as being outstanding except for the right of the
register:! owner to receive the rodemption price plus accrued interest to thc date f'Lxed for n~mqXion from the
Paym8 .6.genl/Regis~rar out et' the funds peovided for such payment. T"ne Paying Agent/Registrar shall recold in
the RegLsU'nr~on Books nil such redemptions of principal of this Bond or any poflion hereof. Xf a lXXtinn of any
.Bend shall be redeemed a substitute Bond or Bonds having thc same maturity date. beating interest at the stone rate.
[] any denomination or denominations in any integral multiple of $5.000. at the written request of the registen~
owner upon the mmender thereof for camellafion, at the expense of the City. all as provided in rite Ordinance.
*ALL BONDS OF Tiffs Sl~m-~ are issunble solely as fully registered bonds, without interest coupons, in
the denomination of any integral multiple of $5.000. As provided in the Or(hnnce. this Bond. or any unredeemed
Ixmion bereof, may. at the re'quest of the registemJ owner or the ass~gnec or assignees be~of, be assigned.
Iransfened. and exchanged for a like agg~nt~ principal omonnt of fully reg~sterod bonds, without inf."~..e~ conpon~.
payable to thc ntt~ rcgistf:s~cd owner, assignee, or n-q-q:geees, as thc case may be. having the same snnm~ty
date. and beoring interest at the stone rate. in any denomination or denondnutions in any integral multiple of S5.000
as requested in writing by thc npproprmte registered owner, assignee, or assignees, as the case may be. upon
surrender of this Bend to the Paying Agenl/Regisu.ar for cancellation, nil in scco~dance vnth the form and procedures
set forth in the Ordinnnce. Among other requirements for such assignment and Ireast'er. this Bond must be presented
and surrendered to the Paying Ageni/Registrer. together with proper instruments of as~gnmeot, in form and Mth
guarantee of signatures satisfactory to thc Paying AgenrjRegislrar. evidencing assignment of this Bond or any ~
or poruons hereof in any integral multiple of $5.000 to the assignee or assignees [] whose name or names Ibis Bond
or any such poflion or portions hereof is or ore to be Iransfefl'ed and registered. Thc fufln of Assignment printed
or endorsed on this Bond may be executed by the ~gistered owner to evidence thc assignment hereof, but such
metlKxl ts not exclusive, and other inslmments ot'ass~gnmen! ~!~,~ctory to the Paying Ageat/Registras may be used
to evidence the assignment of this Bond or any IXFtion or poflioas hereof from time to time by the registered owner.
The City shall pay the Paying Agenl/Reg~strar's ressonabin standard or customary fees and cluu'ges for mmsfening.
convening and exchanging any Bond or pomon thereof: provided, howevn-, that any faxes or governmental charges
required to be paid with respect thereto shall be paid by thc one requesting such mmsfer, con~ nd exchange.
In any circumsmnen, ncilher the City nor the Paying Agent/Registrar shall be requm~d (1) to p,n~e any transfer or
exchange dining a period beginning at the opening of businuss 15 days bofore the day of thc f'Lrat nudZi~g of n notice
of rodempdon of bonds and onding ut the close of business on the day of such mnilmg, or (2) to transfer or exchange
any Bonds so selected for redemption when such redemption is scheduled to occur within 30 cniondm-days; ~
however, such limitation shah not be npplicable m an exclL~ge by the registered owner of the ttn,~lpd i~
balance of a Bond.
"iN TH~ EVI~qT any Paying Agent/Registrar for the Bonds is changed by the City. ~igns, or otherwise
ceases to act as such. the City has covenanted in the Ordinance that it promptly will appoint a compe~nt nod iegelly
quniitied substitute therefor, and prompdy will cause written not]ce thereof to be mailed to the rc~ ov..ne~ of
the Bonds.
*BY BECOMING the registered owner of this Bond. the registered owner thereby aclmowiedg~ oll of the
terms and prov~ons of the Ordinsuce. agrees to be bound by such terms and provisions, acknowledges Ihat fue
Or&nauce Js duly recorded nmi avnilable for inspeotion in the official minutes and records of the City. and ng~ees
that the terms and provisions of this Bond and the Ordinance constitute a comracA between each registered owne~
hereof and the Cuy.
*THE CITY HAS RESERVED THE RIGHT. subject to thc rcsu'icdons mind. and udoptnd by rofcrencc. []
the Ord[]ance. to Jssuc nd(htional parity r~ve, auc bonds which also rosy bo mad= l~Yabln fium. and secured
f 'u'sl iicn on and pledge of th~ 'Ncr Rcvmues' of thc City's combmnd waterworks system, sewer STStCm. and electric
liBht and pow= s~st=m (~ definnd and d~bnd bt thc Ordinance) on a pant}, wzth thc prcvlondy isannd
bonds mclud[]g the Bonds
*THE REGISTERED OWNER HEREOF shah neve~ have the right to demand payment of this obHgntion out
°f any funds rinsed or to bo raisnd by taxation, or from any son,ce whatsonver other than the aforemid Net Revenues.
IT IS HEREBY certified and covenanted ilmt {lis Bond has been duly and vahdly au{lodand, issued and
delivered; that all acts, conditions and things required or in*opca- to be pcrt'onnnd, exist and bo done l~t to or
in the anthoriznfion, issuance, and dulive~y of {lis Bond have been perfo~nnd, e~stcd and been done in accordance
with law; gut this Bond is a special obligation; and that the principal of and interest on this Bond togetbor with
outstanding panty r~venue bonds are payable from, and secured by a fi[]t lien on and pledge of, the Net ~
IN TESTIMONY WHEREOF, the City Council has caused {le seal of the City to bo duly hnpemsnd or placed
in fnex'imile he~on, and this Bond to be signed with the imprinted facsimile signatm~ of the Mayor nd
countet~gned by the facsimde signature of the City Secretary.
COUNTERSIGNED:
City Sec~eta~, City of College Station
(CITY SEAL)
Mayer, City of College Station
FOR/vi OF PAYING AOENT/REGISTRAR'S A~CATION CERTIHCATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION C[~',-wICATE
It is hereby ccrlificd that gus Bond has boon issued under the provismns of {le Ordinance dcscdbod on die
face or' this Bond; and thai this Bond bas beon issued in exchange for or t~placemcnt of a bond, bonds, or a pep_on
of a bond or bonds of an msue which originally was a~Aovnd by the Attorney C.,oneral of the Slate of Texan and
registered by the Compt, uiler of Pubhc Accounts of the Stale of Texas.
TEXAS COMMERCI~ BANK NATIONAL ASSOCIATION,
HOUSTON, TEXAS
Paying Agent/Regislrar
By
Authori~d Represcntmive
FORM OF ASSIGNMENT
*ASSIGNMENT
FOR VALUE RF.C~IVED. the undersigned registered owner of this Bond, or duly anthoriznd reprcscotadve
or atton[]y Iheronf, hereby nssigns this Bond to
/ !
(Asss{nee's Social Security o~ Tax payer Idmtsfi~t~n number) {Pnnt o~ tyFe Asmptee,, nanMs md addseu mdudm{ np codo)
and hereby irrevocably cons,{tutes and appoints.
s.orney to tmnsfcr the registration of this Bond on the Paying Agent/Registrar's Regislratico Books with full power
of sul~itution in ~e premises.
Dated
$ignatmc Guaran~t:
NOTICE: Signature(s) must be
gunranteed by a member finn of
the New York S~ock Exchange
or a commea:ial Ixmk or uust
company.
NOTICE: The signaUne above must coaespond
with the name of the Rcgis~ed Owner as it
appems upon ~he fiunt of this Bond in eve~
pa~iculm-, wilhout alicmli~ or ~ent
~r nny change whatsoever.
The following ~blxuvintions. when used in the nssignment alx~c or on thc fnce of the within Bond, sfmll be
construed ~s though they were writlen out in full nccordin~ to applicable laws or xcg,,In,ions:
-l't~f ENT - n~ I~nants by Ihe enlin:ties
JT TEN - ns joint tenant with right of surviv~dp nnd not as tcnnnts in common
UNIP OIFr IkON ACT - Custodian under Unifmmu Gifts to ~ .act
(Cust) (Mh~r)
(Ste~)
FORM OF INH'IAL BOND
The Initial Bond shnll be in the fu, m set forth ebove for the De.~,,~ivu Bonds, e~ ~ follov,-i,~g ~..
n~plnce the heading and the £u~ ~ ~rnorn.,d,,.
NO. I-1
United Suues of America
Stale ~ Texas
L-TrY OF CO~J-~OE STATION, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 1994
$16.500.000
Principal Anmunt: SIXT~-~ I~m.LION FIVE HUNDRED THOUSAND DOt.I.ARS ($16,500,000)
THE CITY OF COLLEGE STATION, TEXAS 0he "City"). for value recciv~l, ~t.,,owledges itsolf indebted
to and hereby Ixumises ~o pay to the order of the Regimered Owner. specified above, or ~he ~ ~ ~
YEARS OF PRINCIPAL INTEREST
STATED MATURI-I-t~ INSTALLMENTS RATES
$ ~
INTERF. ST on the unpaid Principal Amount hereof from thc Issue I~c, spccificd abovc. ~r f.~,, the mo~t
recent int~-~ payment dn~ to which interest has been paid or duly provided for until the Principal Amount has
become due and payment tl~ has been made o~ duly provided for shall be paid computed on the Im.i. of a ~
day year of twelve 30-day months: such intepust betug payable on ~ebmary I sad August I of each year.
commencing February 1. 1995.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United $la~es of
America. without exchange or collection charges. The t'mal payment of priucipal of this Bond shall be paid to the
Registered Owner hereof upon i~escn,n,,on and surrender of this Bond at I'ma] rnnmrity, at the principal
Imsi office of TEXAS COIvl]~RCE BANI( NATIONAL ASSOCIATION, Honston, Te~s, which is the "Paying
Agent/RegislraF' for th,s Bond. The payment of priucipnl ms~q{lments sad htesest on this Bond shall be made by
the Paying Agent/Registrar to the Registered Owner hereof as shown by the Rugisuation Books kept by the Paying
Agent/Registrar mt the close of business on the Record Da~ by check drawn by the Paying Agent/Rugisirar on. and
payable solely from, funds of the City required to be on deposit with the Paying Agenl/Re{islrar for such
as hereinafter provided; and such check shall be sent by the Paying Agent/Reg~su.ar by United States mail. poslage
prepaid, on each such payment date. to the registered owner hereof at its address as it appears on the Rngisumion
Books kept by the Paying Agenl/Regislrar. as heremafler described. The rec~d dh,,- ("Record Date') for payments
bemon means the fifteenth calendar day of Ihe month imx:eding a scheduled payment. In the event of a non-payment
of interest on a scheduled payment date. and for 30 days there, after, a new record date for such payment (a "Special
Record Dnle") will be eslnbHshed by the Paying Agent/Registrar. if and when funds for the payment thereof have
~ l'~x~ivi~d ~ th~ City. No~ of thc Special Recold DI{~ ~ of th~ ~{x[ payln~llt dnh,, of thff ~ due
payment (the "Special Payment Date'. which shall be 15 calendar days after the Special Renord Dale) shall be sent
at least five business days pr, or to the Special Record Date by United Sm~s mail. flrsi class, po~ge pr~nt4~ to the
nddsess °f the Registered Owner appenring on the beoks of the Paying Agent/Regimar at the clos~ of busine~ on
~e last business day next preceding ~he d~t_e of n,nih.,g of such nmice. The City covenants with the Registered
Owner that no later ~ each princq~ni inslnilment payment dale sad interest payment date for this Bond it will mnke
available to the Paying Agent/Registrar the nmonnts requu'ed to pmvida for the payment, in immedh,,,.~y
funds, of nil inineiFal of and interest on the Bonds. when due. la the manner set forth in the ordinance safinxizing
the issuance of lime Bonds adopted by the City Conucil of the City on August 25, 1994 (the "Ordmsaen").
.FORIVI OF COMPTROLLER'S CERTI~iCATE
(A'I'FACHED TO THE IN~ BOND)
OFFICE OF COMPTROLLER: REGISTER NO.
STATE OF TEXAS:
I hereby certify that fins Bond hes been examined, certified ns to validity, sad approved by the Altomey
General of ~e Sutle of Texas. sad that this Bond has been registered by thc Comptroller of Public Accounts of the
Shste of Texas.
Witness my signature sad seal thts
(SEAL)
XXXXXXX
Coml~Oller of Public Accounts of the $1~e of Te~ms
[END OF FORMS]
Section ~. Dcfinifions. As used in this Ordinnnce. in addition to other defined terms honin, the following
tsrrns shall have the meanings set fo.h below, unlom thc text hereof specifically indicates otherwise:
"Addllionni Bonds" means the additional parity obl~,afiens which the City reserves time right to issue in the
futm'e, ns Ixovided in Section 15 o£ this Ordinance.
"Bond" or 'Bonds" means one or more. ns the case may he. of tho Bonds authorized lo be issued by this
Ordinnnce.
"Bond Fund" means the fund provided for in Secuon 13 of the Ordinance authorizing the issuance of the Series
1985 Bonds.
"Ctty" and "Issuer" mean the City of College Station. Texas. or where appropriate, the City Couned thereof.
9
"City Council" means the governing body of the City.
"Junior Lien Certificates" means Ihe following certificates of obUganon issued by the Oty bearing the dales,
in the original principal nmounls, and family nmt~ring as set forth below, to-wit:
Date ~ Amount Final Maturity
6/15/85 $ 393,000 6/15/99
9/I/94 S3,460,000 ]0/31/94
'Net Revenues" means Ibc gross revenues of the Systems less the reasonable expenses of operation and
mMntenance of the Systems, including all ~lnries, labor, ~, repairs, ~d extensions nec,-xv-q~r to render
efficient se~vlce: provided, however, that only such repairs and extensions, as in the judgment of the City Council,
~4~izxmbly and fatrly exercised, ~re necessa~ ~ Iceep the plant or ufhty m operation and tender nd~n~!,- service
to the City and the inhabilants then~f, or such as might be necessary to meet some physical accident ~r condition
which would otherwise impau- the Parity Bonds slmll be deducted in determining the "Net Revenues".
"Parity Bonds" means collectively the Previously Issued Parity Bonds, the Bonds, and any Add~Jonal Bonds.
'Parity Bonds Ordinnnces" means collectively the ordinances authtmzing the Parity Bonds.
"Previously Issued Parity Bonds" means tl~ outstanding bonds naned in the preamble ~o this Onlmance.
"Reserve Minimum' is defined m Section 12(e) hereof.
"Series 1985 Bonds" means the bonds described m the preamble to the Ordinnnce.
"Series 1990 Bonds" means the bonds described in the prenmble to the Orchnnnce.
"Systems" means thc City's entre existing waterwerks system, sewer system, and electric fight and power
system, including all present nnd future extensions, enlargements, adchtions, replacements, and improvements
"Systems Fund' means that fund described tn Section 9 hereof.
"Year" or '*f'm~a~ year" means the regular fro:al year used by the City in connection with the operation of ~he
Systems, which may be any 12 consecutive months period established by the City Council.
Section '/. Pledge. The principal of the Parity Bonds, redemption pmnium, if any, and ~ny interest payable
th=~on, ~ and shall be secured by and payable from an irrevocable f'u'st lien on and pledge of Ihe Net Revenues,
and the Net Revenues are further pledged in~v~-~_~y to the establishment and maintennnce of the funds c~caled by
the Parity Bonds OMinances. Thc Parity B°nds m'° n°t and will n°t be secured bY °r PaYable fr°m a mmXgage °r
shall never have thc right to demand payment of such obligntions out of any funds raised or to bo raisod by taxation,
or Dom any source whatsoever oth~ than the Net Revenues. This Ordinance shall not be oonslr~d as requiring Ih~
City to expend any funds which are derived from sources other than the operation of the Sy,mm~s, ~t ~ ~
shall be construed as i~venting the Oty ~om doing so.
,~,ction 8. Ram. The City covenant~ and a~ees with Ihe holder~ of the Parity Bonds that it will:
(a) f'ut and maintain rotes and collect charges f~r {1~ facilities and sen, ices ~l-orded by {he Systems which
will provide ~'v~nucs su~cient at s]l ~nes: (I) to pay all openulon, maintenance, dcprechtlon. ~placemcnt,
betterment charges of the Syslcms; (2) to esmbhsh and maintain ~ Bond Fund; (3) to genmalg in each year Net
Revenues equal to 1.25 times the maximum mmual rcquiremems fo~ the payment of {he principal ~ and intezcst on
the Parity Bonds at the time outstanding (although amounts shah be paid into tho Bond Fund only in ac~ with
S~tton 9 hereo0; and (4) to pay all indelxedness outstanding against thc Systems, other than the Parity Bonds,
including the Junior Lien Certificates as and when thc same become duc; and
10
(b) deposit as collected aU ~nues derived fi'om the opemdon of the Systeres mm (he Systems Fund.
Section 9. Flow of Fonds There has ~ created and established on the books of the City, and acconntecl
for separa~ and apafl fn:nn ail other ~ands of the City, a special Sys~ms Fond. All gross z'm~nues received fi'om
operation of the Systems are and shall be deposited in~o and credited to thc Systems Fund immedLqMiy upon menq~.
The necessary and reasonable expenses of operation and mamtemmce of tbe Systems sind! first tm paid ;zmn dm
Systems Fund. The City shall tben make subsumfiaily equal monthly payments into the Bond Fund (commencing
with respect to the Bonds and any Addluonal Bonds on thc dnM of dehvev/to the initial purchaser d~eof) during
each year in which any of the Parity Bonds a~ outstanding in an aggre-~M antoont equal to 10096 of Ibe amounts
required to meet ~ mt~est and principal payments falling due on or before tim next mammy dato of the Parity
Bonds. Thc City shall, at le~ five days prior to Fcbruaty 1, 1995, and each August I nmi Februa~ I thereal~,
deposit into the Bond Fund any addinoanl Net Revenues avadablc m the Systems Pond which my be necessary to
pay in full the rotes'est on and principal, if any, coming due on the Parity Bonds such Febmasy 1 or August 1. In
no event shall any amount in excess of fhe amounts stated above be placed in the Bond Fund for the payment of
the interest on or principal of the Parity Bonds, and any amount so placed nmy be withdrawn by the City and
replaced in the Systems Fund. Any funds remaining in thc Systems Fund, after provision for the reasmmbin cost
of operating and maintaining the Systems, and after paying the amounts requi~l to be paid into the Bond Fund, my
be used for any inwful purpose.
Set'don 10. Invashnen~ Money in any land established by thc Parity Bonds Ordinances may, at the option
of dm City, be pinced or invested in any investmonts then pmlnitted by Texas law and permitted in the Pasity Bonds
Ordinances.
Section 11. Funds ,~,unred. Money in all Funds created by this Ordinance, to the extent not in _ve~___~_, shah
be secured in the manner prescribed by law for sccu~ng fonds of the City.
Section 12. Additional Bonds. In addition to infcrior hen obligations, the C~ty expressly reseawes the right
hereafter to issue addiuonal panty bends and other evidences of indebtedness now or hereafter anthmized by the
Legislature of Texas (collecuvely, the "Additional Bonds"), and the Addidonnl Bonds, when issued, nmy be seent~
by and payable from a tn'st llen on and pledge of the Net Revenues in the same manner and to the same extent as
the outstanding Panty Bonds but subject to the remaining provisions hereof, and the Prewously Issued Parity Bonds,
the Bonds, and the Adthtiotm] Bonds may be in nil respects of equal dtgnity. It is prowdcd, howevea', dmt no
Addiuonai Bonds shall be issued unless:
(a) As long as any of die Previously Issued Panty Bonds are outstanding and unpaid, all m.qf,--dal conditions
set foflh m thc Panty Bonds Ordinances am satisfied;
(b) As long as any of the P~,iously Issued Patio/Bonds ate outstanding, the "net ea~ings" (de,"med below)
of the Systems for the risen] ycas next prc~ng thc month m which thc ordinance authorizing such Additional
Bonds is adopted, were equal to each of the provisions following m items (c)(i) and (ii) below, determined
indcpendanfly and ceaif'~ed by an mdependont l'mn of certified pubSc ncconn~nts, bascd upon an annual audit of
the books of tbe Systems;
(c) After all the Series 19~5 Bonds am no long outsfanding,
(I) An indepmdont f'mn of cm~ifind publlc accountants, based upon an annanl audit of the books of the
Systems, certified Ihat thc net cranings of the Systems for the previous ftsenl year or for any 12 consecutive
month period ending not more dmn 90 days prior to the date of the adoptmn of the ordinanon anthodzin8 such
Addidonai Bonds oF mher evidence of indebfednees we~ equal to eoch of the ~ilowing delmmined
indcpendendy:
(0 at least 1,40 limes the avcrnge annual requirements for the payment of principal and interest on the
then outs~mding Parity Bonds and other evidences of indebtedness payable from the revenues of die
Systems and on said Addinonal Bonds or other nvidences of indabtednes~ when issued, sold, and
dehvered; and
II
(ii) at lesst 1.25 limes the maximum nnnual n~quiremcnt for the payment of the Ix'incipsl of nd interest
on Ihe Parity Bonds Ihen oulslanding and on such Ad0Jlionai Bonds, when issued, sold, nnd dehven~d;
engineer 0r cngtllel2ing firm having a favlxaMc zcpofnti,m with rcspecJ Io such matl~ cefliflcs ~ hod such change
tesLs specified in (i) and (ii) above.
Ore Sys~ms excluding expenditures which under smndnrd accounting practice should be charged to capital
methods tlmt the Cily deems reasonable and ,.,~z~e provided that (i) b~e mnount of such rescrvc fund (or
published ndiflBs of the Internal Revenue Se~'~ce (the "Reserve ~inbnum"); (ii) if any cash reserve fund is funded
by making Iransfcr~ of Net Revenues in Ibc Systems Fund, such mm. sf~,3 shall be made erich month in sn amount
reasonably sufficient to reach Ihe ~ ?dTmim um within a period of not mo~e ~mn fivc yeats after such Add~onal
Bonds nre soM 8nd delivezc~ and ('iii) such resm-ve fund slmll be for thc equsl benefit of the owner of (x) such
AddJfionnl Bonds. (y) nny P'~ily Bonds IhereMf'o~e issued which are not JimJx~l in manner similar Io Ihe Previously
Issued Pm'ity Bonds, and (z) any Additionnl Bonds there~ter issued which n~ not so insured.
Section 13. Generul Covennnfs. The Cily further covenants, watt, ts. and ~ that in accordance wilh
and W thc extent requ]rcd o~ permitted by law while thc Parity Bonds nrc outstanding md tmpnid:
(a) PER~'ORMANC~. Itwill f~thfullyperfmmntoll linles any and all covcmints, undermkings, slipuhlions.
nnd IXOvtsions comnined in each Parity lkmds Ordinances. and in each and every Parity Bond; it ~ ~ ~
to be depositcd, the mno~nts required M be d~ into Ih~ Bond and Ih~ Rmm~e F~ ~ my; ~ my ~
of ~he Parity l~x~ls may ~cquire ~he ~ty. i~s ol~cials and mploy~, to carry out, n~spcc~ o~ ~ ~ ~
lJrllitsfi01~. Ihe usc slid filing of' magus lX*OC~I~IgS Jn fray court of con. lit jm'i~_ictJ011 nonlnst Ihe C~i~, its
o~ciats nnd employees.
(b) K;i-r~'S LEGAL AUTHORITY. It Jsadulyctcal~andexisdns home rule city o~ thc StnM of Te~as,
and is duly authorized under thc laws of the Statc of Texas to c~eate and issuc the Parity ~ ~ ~ m ~
past for Ibc creation and issuance of said obP_*n*~ns Ires been duly and effectively ~; ~ ~d ~ ~ ~
bands of Ihe holders nnd owner~ Ihereof me and will be valid nnd enf~:m:P.,~ble specL~l obli?fions of Ihe City in
(c) -lrt~E. It has or will obL, dn lawful tide to the ]ands, IptiM~Bs, su'uc~, nnd fncilidcs constitudn8 the
Systems; it will defmd the fide to ail the ~forcs~d ]ands, boi]dinp, mructurcs, and faciJitics, and every part thereof,
tm' the benefit of fhc holdm's and owncn of the Parity Bonds against the claims and demands of all persons
12
wbumsorve~; ~t ts lawfully quadded Io pledge the Net Rcveenes to the payment of the Parity Bonds in thc menn~
I~escnbed hereto; and ~t has lawfully excrcise, d such rights.
rd) LIENS. It will from tmle to rune and beforo thc same become d~imquent pay and d~chasg¢ aH taxes,
assessments, end governmental charges, zf eny, which shall be lawfully imposed upon it or the Systems; it will pay
aH lawful clmms for rents, royulties, labor, malermls, and supphes which if unpaid might by law become a lien or
charge therson, the lien of winch would be prim' to or interfere with the liens hereof, so that the priority of the hens
granted hereunder shall be fully preserved in the menner prowded herein: and it will not create or suffer to be c~ealed
eny mechanic's, laborer's malcnulman's, or other lien or charge which might or could be prior to the liens he. seof,
or do or suffer eny mnfw~' of thing wherchy the hens hereof might or could be impamxI; plovided, howcve4-, that
no such tax. assessment, or charge, and that no such claims which might be used as tho basis of a mechanic's.
inborer's, matenaiman's, or other hen or charge, sludi be required to be paid so long as the validity of the same shall
be contested in good faith by the Chy.
(¢) OPERATION OF SYSTEMS; NO FREE SERVICE. It shah continuously end efficiently overate the
Systems end nminmin the Systems in good condition, sepah', and woridng order, aH al reasonable cml No free
service of thc Systems shall be allowed, and should the City or eny of its agencies or instnunentaHties, lessees, or
concessionaires make use of the services and facilities of the Systems, payment monthly of thc standard retail price
of the services provided shah be made by the Oty or any of tts agencies or instmmonmlifies, lessees, or
concxsaimm~ out of fends from sources other than the revenues of the Systems.
(t) FURTHER I~/CUM~RANCE. It shall not adthtioually encumber rite Net Reveanes in eny menner, except
as permitted in the Parity Bonds Otdmences m connection with Additional Bonds, unless said encumtnnce is made
.Ordinances: but the right of the City to issue obhgattons payable from a subordinate lien on the smplus Net Revenues
ts specifically recognized and retained.
(g) SALE OR DISPOSAL OF PROPERTY. It shah not sell, convey, mortgage, encumber, lease, or in eny
menner unosfer utle to, or dothcnte to other use. er othenvise dispose of the Systems, or eny signfficant or substantial
part thereof; provided, however, that when the City deems it nccex~ary to dispose of eny miter l~upesty to othm' use,
it may do so eithi~ when it has matte arrangements to sepia_re thc seine or provide substitutes therefor, or it ts
determined by resolution of the Caty Council that no such replacement or sul~titute is necessary.
(h) INSURANCE. It agrees to mamtmn msurauee on the Systcms, fl~r thc benefit of thc holders or ownor~ of
the Panty Bonds, of a kdnd end men amount which usually would be carried by private companies engaged in a
similar type of business in the same area.
(i) RECORDS AND AUDITS. It shall keep izoper books, records, end accounts, separate ;',urn aH other
books, records, and accounts, in which oumpletc and concct entries shall he made of aH tmnsac, tinns selaling to the
Systems. Upon written request mada not more than 60 days following die close of tho fiscal year, the City shah
furnish to eny imldcr of any Parity Bonds complete financial statemonts of thc Systems in reasonable detail covering
such f~7.al year, certified by the City's auditor. Any holders of ?..SW, in principal amount of the Parity Bonds at thc
time outsten~ag shall have the right at uti reasonable t;*nes to inspect thc Systems and aH records, accounts, and
data of thc City relating thewto.
(J) GOVERNMENTAL AGENCIEs. It has or will obtain end keep in full f~see and effect aH franchises,
pe~. its, author;,ntlou, end other requirements appl~hle to or necessary wlih respect to the acqulsiliou, ~onsUucfion,
eqmpment, ow.r~no, end mmalenence of the Systems, and it will comply with all of the tnons end conditions of
eny and aH f~mchtses, permits end enther;-~ions applicable to or necessary with resl~:t to the Systems.
(It) NO COMPEt]]'iON. It will not operate, or grant any franchise or, to the extent it lagnlly may, permit
the ucqum]tinn, construction, or operation of, any facliitics which would bo m compeution with tho Systems, end to
the cxtcnt that it legally may, thc City wall prohibit eny such competing facilities.
Section 14. Amendment of Ordinance. (a) 'l'no holders of the Parity Bonds aggregating in principal amount
51% of thc aggzcgale prlncipa] amount of then outstandmg Parity Bonds shall have the fight fi'om t~me to time to
13
approve any amendmem to this Ordinance which nmy be deemed neon"_ ~*~ or desirable by the City; provided,
howcver, that without tho consent of the holders of all of the Parity Bonds at thc time outmnding, no~ing hcrein
coutaincd ' -
shall pcrnut or be construed to pmn,t the amendment of the terms and conditions in this Ordinance or m
(1) Mntre any change in the malmity of thc outstanding Parity Bonds;
(2) Reduce the rotc of interest home by any of thc outstanding Parity Bonds;
{3) Reduce the amount of thc principal payable on thc outstanding Parity Bonds;
(4) Modify the tc~ms of paymcnt of principal of or interest on the outstanding Parity Bonds or impose any
conditions with respect to such payment;
(5) Affect thc fights of thc holders of less titan all of the Parity Bo~ls; or
(6) Change thc minimum pesenntnge of the principal mount of Parity Bonds necessa~ fuc consent to such
amendment.
,u.., um ~ m mc pmpenen ani~omenl ano sha]l slate toat a copy theren~ is OU file ~t the ix. incipa] office
of the Paying Agenl/Rngimr~ for inspucfion by all holdc~ of Fm;~.y Bonds. Such publicatiou is not mlu~d,
of ** least $1 ~ in nggrngnte principal amount of uil Parity Bouds, which insUument or insmsments shah re(er to d~
proposed amendment deacfibed in said notice and which slx~.R]cally consent to and approve such mnendment in
alTl~ndatl~fy ordiflenCfi In sul~nnlly tho suing
obligations under this Ordinance of the City md aH the holders of Parity Bonds shall the.*e, nftcr be detct, miend,
exetcisud, and enforced hereunder, subject in aH respects to such amendments.
(e) Any consent given by the holdcr of a Parity Bond pursuant to the provisions of this Section shall be
and slmll be conclusive and binding upon aH futura holdcsx of the same Parity Bond during such period. Such
consent nmy be t~woked at any timc afar six months from thc dn~ of the tn'st pablicalion of such notice by the
.ho.lder .who gave such eoment, or by a sucenssor in titie, by filing notice thereof with the Pavin, Ahem nnd the ~{,..,
out sucn revecauou shall not be effective if the holdns of 51~ in
nooks of the Paying ASent/l~fistou-. Tbe City my cmcinsively assume that such ~
continues until written notice to lite conmu'~ is served upon the City.
(g) The forcsoing Ixovisions of this Section notwithstanding, thc City by action of the City Council may
amend this Ordinance for any one or mo~e of the following proposes:
asn~ements therr.~ to be olmn~d, grant nda;a,~nal fighls or remedies m bondhold~s, or to ant~.
zestriot, or limit any tight or power kruin n~wed to or confeaved upou the City;
(2) To ~ such provisions for ~ho purpose of curing any ambiguity, or curing, cotmoting, or supple*
Ordinance and which shall not advc~ely effect Ihe mtcrests of thc holders of the Parity Bonds;
14
(3) To modify any of the ixovisions of this Ordinance in any other ~t whntever. Movided that (i)
such modification shall be. and be ezp~sued to be. effective only nfter MI Parity Bonds outstanding at the d~!.-
of the adoption of such mod~'tcation shall cenee to be outstanding, and (ii) such modif'a~ation shMi be
spuc~ficnlly referred to in the text of all Additional Bonds issued nfa~r the date of the adoption of such
modification
Section IS. Damaned, Mnf~ln~d. I~-_ ._q~flt_~ or Destroyed Bflt..eo. (n) In the event my outstanding Bond
delivered, a new bond of the same principal amount, matumy, and interest rate, as the damaged, mutiln _re,4__, lost,
stolen, m destroyed Bond. in replucement for such Bond in the manner hereinafter pmvide~L
(b) Application for replacement of damaged, mutilated, lost. stolen, or destroyed Bonds shah be made_ to the
Paying Agen~Registrar. In every case of loss. theft, or deatmction of a Bond, the applicant f,~r a n:pblcement hand
shall furmsh to thc City and to the Paying Agcni~gistr~ such security of indemnity ns may be reqnin~d by them
to suve cuch of tbem harmless from any loss or damage wtth re. spect thereto. Aiso. in eve~ case of into. ihoft, m
dssm~lion of a Bond. the nppficant shall fumis~ to the City and to the Paying Agent/Registrar evidence to their
Bli~fn¢~on of the loss. ~ or de~n~fion of such Bond. ne the case may I~ In evep7 case of dsnulge or mufiln~on
of n B°nd, the applicant shall summds~ to tbe Paying AgenVRngistmr for cnnosllatinn the Bond so danmged or
mtnila~d.
(c) Notwithstanding the fme. gning provisions of ~ Secaon, in thc event any such Bond shall have mnm~ni.
and. n° defanlt has occum~'d which is th'~n continning in ~ha payment of the i~fincipnl of. redeml~inn premimn, if any.
or rote. rest on the Bond, the C~ty may anthorize the payment of the ssme (without surrender thet. eof expect in the
c~e of a dmn~nd or mufilnt,~ Bond) instead of issuing a t~laosment Bond. ixovided security or indemnity is
furnished ne above provided in this Section.
(d) Prior to the issuance of any replucement bond. the Paying Agent/P. egistmr shMi charge the owner of tach
Bond wi~ MI Ingni. printing, nnd other expenses in connection therewith. Every replacement bend issued pu~uaut
to the provisions of this Section by virtue of the fact tim any Bond is lost. stolen, or destroyed shall constitm~ a
contractual obligation of the City whe~er or not thc lost. stolen or destroyed Bond shall be fmmd at any time. or
be en fmceable by anyone, and sM be entitled to MI thc benefits of flus Ordmanos {X~tmlly ~ pt~y with
any and nil other Bonds duly issued under this Ordinance.
(e) In uccordance with Section 6 of Amcle 717k-6. V.T.C.S., this Section of thls Ordin,qos shall constitute
authority for the isuonnon of any such ze. plucement beMi without _,~__'e__ssity of fur, her action by the ~m~'ning body
of the City or any other body or person, and the duty of the replucement of such bonds is he,by authorized and
in the form and manner and with the effect, ne provided in Section 4(d) of this Ordinance fm Bonds issued in
exchange for other Bonds.
Section 16. DefemnnenoftheBoads. (fO AnyBond~'qdtbeintpn~t th~hafll~____~t-e_.~dtobel~d.
~ and no longer outsmndi~ (n "Defe~xl Band") within the me.ming of this Orflin..~.e. ex, pt to the extent
provided tn subuection (d) of this Section. when payment of the principal of such Bond, plus interior thereon to the
due date (whether such due date be by reason of maturity, upon n~dsmption, or otherwise) either 0) sladl have been
made or caused to be nmde in ucenrdsuce with the terms thereof (innlnding the giving of any required nmien of
t~:iq)tha0, or (i0 shall have been provided for on or bofm. e such due dam by imwor, aMy de~oMfing with m inning
available to the Paying Agent/Registrer for such payment (!) lawful money of ~e United $1men of America soffic~ent
to make such payment or f2) direct o~lisa~om of the United States of America. or obligations the l~fincipnl of and
inlezest on which nrc unonnditionnlly guaranteed by the United States of America. which may be United $~n~
Treneu~ obti?~;ons such ne its State and Local Government Series. and which may be book emvy from (heath
"Govmunent Oblisations-) which matte as to principal and' '
mtr-tost m such nmounts nnd at such tnn¢ as will insure
the nvniln~ihty, w~thout re~nvosanent, of su.~clent money to provgle for such payment, and when lwoper
arrangements have been m~d.. by the City with the Paying Agent~-egistmr for the payment of its surviens until aH
Defensed Bonds shMI have I~=mne due and payable. At such t~me as a Bond shMi be deemed to be a Defensed
Bond hereunder, as nforesaid, such Bond and the interest thereon shall no longer be secured by. payable f~s,. or
15
entitled to the benefits of, the revenue herein Icvzed and pledged as provided ~n this Ordinance, and such principal
nmi interest shall be payable solely from such money or Government Obligations
(b) Any money so deposited with thc Paying Agent/Registrar may nt the wnnen dn-uctton of the City also be
invested as hereinbefore set forth, and all income flora such Government Obhgations received by the Paying
Agent/Registrar which is not required for thc payment of the Bonds and interest therron, ~ respect to which such
money has been so deposited, shall be turned over to the City, or deposited as duucted m wrinng by the City.
(c) Until all Defensed Bonds shall have bec~me due and payable, thc Paying Agont/Rngistrm' shall perform
the services of Paying Agent/Registrar for such Defessed Bonds thc same as if they had not been defeased, and the
City shall make proper arrangements to provide and pay for such services as rcquu'ed by this Ordinance.
Section 17. Tax Covenants. The City covenants to ~c any action to asso~, or refrain from any action
which would adversely nffect, the treatment of the Bonds as ohixgntlons described in section 103 of the Internal
Revenue Cndc of 1986, as amended (the 'Code"), the interast on which is not includable in the "~-o~s inoun~" of
the homer for puq~ses of federal income taxnfion, in funberance thereof, the City covenunts as follows:
(a) to takeany action tonssm'e flint no more than 10% of tbe pmceeds of the Bonds 0eas amonntsdeposited
to a ruseax'e fund, if any) nre used for any "lxivate business use", as del'mod in section 141(b)(6) of the Code or, if
rowe than 10~ of the proceeds are so used, ,h., amounts, whether or not received by rite City, with respect to such
Ixivate hosiness ase. do not, ouder tho terms of this Ordinance or any underlying anangemunt, dn-ectly or indirectly,
secure or IXovide for the payment of more than 10~ of the debt service on the Bonds, in contravention of section
14 l(b)(2) of the Code:
(b) to take any action to assure that in the event that the "lmvate hasmeas use" described in subsection (a)
bere°f exceeds $% of the Proceeds of the Bonds 0ess amounts deponited into a reserve fund, if any) than the amount
m excess of $~ is used for a *private business use" which is "related" and not "dispropomonate", within the meaning
of section 141(b)(3) of the Code, to thc govenunental use;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5~ of thc
proceeds of the Bonds 0ess amounts deposited into a reserve fund, if any) is dia:ctiy or ~tly used to £munce
loans to persons, other than state or local govenunental units, in contravention of snet,on 141(c) of the Code;
(d) to refrain from taking any actiou which would otherwise result in the Bonds being treated as 'lmvato
activity bonds" within the meaning of section 141(10 of the Code;
(e) to refr,~n from tahng any action that would result in the Bonds being "federally guaranteed" within the
meaning of sect~ou 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indu'octly, to acquire or to
repince funds winch were used, directly or inttirectiy, to acquire inveslment p'operty (as defined in section 148(o)(2)
of the Code) which Ixnducus a m~_~ially higher yield over the term of the Bonds. other than Inv'-'~'nunt ~
(1) proceeds of thc Bouds invested for a reasonable temporary petind of three yeers or less until soch
proceeds arc needed for the purpose for which the Bonds a~ issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of suction 1.103-13Co)(12)
of the Treasmy Regulations. and
(3) amounts deposited in any reasonably required reserve or replacement fund to the extent such
amounts do not exceed 10% of the pwce___,Ms of the Bonds;
(g) to otherwise restrict the usc of the proceeds of the Bonds or amounts treated as pmcneds of the Bon~,
as may be nneesss~y, so that the Bonds do not otltc~se contravene the requirements of section 148 of the Code
(relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refunding):
16
00 {o pay lo Ihe United States of America at ieasl once dining each five~year period fl~ggimung on I!~ dale
of dehvei'y of Ihe Bonds) an amount ~ i$ at least equal Io ~ of the "Exce~ Earnings", within the nmmin~ of
section 148(0 of Ihe Code and to pay to ~he United $ia~ of Am~ica, not la,er Ilum 60 days af~' thc Bonds have
been paid in full, 100~ of Ih,~ amount th~n required to be paid ne n result of Excess Earnings undm' section 148(0
(i) to mainL~in such rccowds as will enabl~ the ~ity to fulfill its responsibilities under ~ ~ ~ ~
148 of die Code and to rcfain such records for at least six years fo~ow'm~ Ih~ f'mal payment of principal and intercst
off the Bonds.
that such modi~r~,m er ~xl~ion, in ~ ~ ~ ~y~ ~d ~. ~ ~ M~y ~
~o e~ ~, f~ ~ ~ ~t ~ ~ ~ ~ ~ 103 ~ ~
~ 103 ~
Section ]& hie and Delivery. of Bonds. (a) hie. The Ciw's smffand cousuJlafl~s ~re hereby amh(xiz~
m [m~orc documeflf* neces~ M sell Ihe Boflds or competliive bid on er such o~her daf~ ~
by O~y O~cil. Thc lkmds shnn be delivc~d as soon after tach sale as lx~sibic.
('o) Legal Opinion. The Undcr~ers' obligation to accept delivery of the Bonds is subject to their bcing
furnished an op'mion of Akin, Oump, Strauss, Haoer & Fold, L,L.P., Attomcys, such opinion to bc rln,,q and
delivercd as of file date of dehvery and payment for the Bonds.
(d) .Registration and Delivery. Upon ~he rcgislrafion of thc Initial Bond, the Compooller of Public Accounts
of thc State of Texas is authoFizcd and instruct to dehver thc ~nitia] Bond pursuant to thc Jnsm]ctlofl of Ibc Mayor
Section 19. Use of Proceeds. 'l'nc pt~ from the tulle of the Bonds shall be as follows: 0) accrued in~t
on the Bonds ~ll I~ deposiu:d to thc c~dit of lbo Bond Fund and (ii) th~ balanc~ of tho ~ ~ ~ ~
Io a c~mm~cfion fund h~ld at the Oty's d~tory bank nnd used for the ~ hete~n described.
Section 20. Pa_vtnn Anent/ReMstrar Aareement. The Paying Agen~/R~gistrar Agreement, between tho City
and Texas Comme~ce Bank Nation~ Asso~_-in_~on, Houston. Texas n.~-hed he. to as Exhibit "C" is hev~y ~oved,
and th~ Mayor is authorized to execute ~md the City ,~cretazy is authorized Io allot stune.
Section21. Miseehueoas Provisions. (a) TMesNotResfricflve. 'rnc tltles assigned to the various sec~m
of tMs Ordinance are for convt~dmc~ only and slmll not I~ comidr, vM mmictiv~ of tho subject ~ ~ my ~
Co) Freamble Adooted. The prenmble to t~s Ordinance is hereby adopted ns a i~n of the this Ordinance.
(d) Severabmtv. If any word, please, clause, para~npk seneca, pan, poflion, (~ pmvi~on of this Ordimmce
or thc applicatlon thereof to afly peyotl o~ circumslaflce shall be he. Id M b~ invalid, the ~ ~ ~ ~
17
(e) ~overnfns~ l.nw. This Ordffumcc slmll be cons~ and en~rccd in accordanc~ with th~ laws o~ thc S~¢
o~ 'Fcxes.
(f) O~Jen Meethe. The City of~cially finds snd demmincs tha~ the meeling 8~ which this Ordinanc~ iq
adoll~d was (~en to ~h~ public: fred dmt public no~ice of the ~hus, pla~, and purpo~ of such ~ wm ~,
all as rcquircd by Clmpm' SSI, Tex~s Ooveflunenl Code.
(g) Immediate EfFect. NotwMumnding any cher~' provision or o~hcr applicable laws, this Ordinance shall
imm~i~M]y e~fectlvc upon its 8doptiofl by tl~ Ci~ Council.
PASSFuD AlgD APPROVED ~is Ausus~
City Secretary, City c~ Co{le~ Station. Texos
Ivhyor, City o~ Collcfc Station, Te~ts
(~iTY SEAL)
18
EXI-~B]T A
Paying A~e~t/Re~i,~r~r