HomeMy WebLinkAbout1994-2091 - Ordinance - 09/25/1994CERTIFICATE FOR ORDINANCE 2091
We. the undersigned Mayor and City Secrelary of the C,ty ot College Smhon. Texas (thc "City"). hereby
curt,fy as follows'
I The City Conned of the City (the "Councd") convened Jn regular session, open to the pubhc, on
September 22. 1994. al Ibe meeting place des~ganted in the notice Ithe "Meelmg"). and the roll was called of the
members. Io wit Larry .L Ringer. Mayor. and the following Cily Councdmembers. Wdham Fox. David I-hckson.
Lynn Mcllhaney. Hubbani Kannady. Larry M,'Lrnot. anand Nancy Crouch. All members of the Conned were present.
except Mayor Ranger arid Mr. Hickson .consl~mlmgaquorum. Whereuponamongotberbuslneas.
the following was transacted al the Meeling a written ordinance entMed:
ORDINANCE AUTHORIZING THE ISSUANCE OF $16.500.000 CITY OF COLLEGE
STATION. TEXAS UTILITY SYSTEM REVENUE BONDS. SERIES 1994. EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT: AND APPROVING ALL OTHER MA'I'HaRS
RELATED TO ISSUANCE OF THE BONDS. INCLUDING IMMEDIATE E~I~CTIVENESS
(the "Ordinance") was duly mux}dnced for Ibe consMeration ot the Council and read ~n full. II was then duly moved
and seconded that the Ordmncc be finally passed and adopted, and after due dmcuss~on, such motion, c~rymg with
~t the adoption of thc Ordinance prevadcd and camcd by thc following vole:
YES: 5 NOES: O ABSTENTIONS:
2. A true, lull. and correcl copy of thc Ordinance adopled at the Mcelmg is allacbed to and follows this
Certificate; the Ordinance has been duly recorded m the Councd's mmuleb of the Mceung; the above and foregoing
paragraph ~s a true. full. and coxrect exceq~t from the Councd's minutes of the Meeting pertaining lo the adoption
of the Ordinance: the persons natned m the above and foregmng paragraph ~e duly chosen, quahfied, and acting
officers and members of the Conned as md,cared therein; each of the oflicer~ and members of thc Council was duly
and sufficlenlly not~fied officmlly mid personally, in advanee, ol the I~me. place, and purpose of the Meeung. and
that the Or&nance would be introduced and conmdered for adoption at the Meeung and each of aach officers and
members consenled, in advance, lo the holding of the Meelmg for such propose; and the Meeting was open to the
pubhc, and public notice of the time. place, and paqaoqc of the Meeting was given. 'all as rcqmred by Chapter 551.
Texas Govemmem Code.
3. Connie Hoo~ is Ihe duly appomled and acting City Secretary of the Cay.
SIGNED AND SEALED THIS September 26, 1994
City Secretary
City of College Slation, Texas
City of College Sm,on. Texas
(CITY SEALI
ORDINANCE NO. 2091
ORDINANCE AUTHORIZING THE ISSUANCE OF $16,$00.000 CITY OF COLLEGE
STATION, TEXAS UTILITY SYSTEM REVENUE BONDS. SERIES 1994; EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT: AND APPROVING ALL OTHER MA'II'ERS
RELATED TO ISSUANCE OF THE BONDS, INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, on August 25. 1994 the City Council of the City of College Smuon. Texas (the "City" or the
"Issuer") adopted Ordmauce #2081, but at that tune had not arranged for the sale of the Bonds described her~n;
therefore, flus ordmauce (the "Ordinance") mnends and restates Ordinance 2081 in its entxrety us follows:
WHEREAS. the City has he[]tofore issued the following described outstanding bonds (collectively. the
"Prevmusly Issued Parity Bonds") to-wit:
~l'~ Y OF COLLEGE STATION. TEXAS, UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES
1985. dated Janan~ 15, 1985, ongmally issued in thc principal amount of $34.185.000 (thc "Series 1985
Bonds').
CITY OF COLLEGE STATION. TEXAS UTILITY SYSTEM REVI~UE BONDS, SERIES 1990 tn ~e
i~iuc~al amount of $4.g00.000 (the "Smes 1990 Bonds"); and
CITY OF COLLEGE STATION. TEXAS UTIL{TY SYSTEM REVENUE AND REFUNDING BONDS.
SERIES 1993 in the princ,{xfl amount of $5.850,000 (the "Sones 1993 Bonds");
WHEREAS. all of the Previously Issued Parity Bonds ac s~cumd by a pledge of the not revenues from the
operaUan of the City's comb•ed waterworks system, sewer sysmn, and clucmc fight and power sysWm and ac on
a parity with each other (and any Panty Bonds. her•nailer defined, which ac hereafter authorized. •sand. and
dchvered):
WHEREAS. notice of intenUon to issue the bonds anthonzed hereby has been 8~ven by pubbcaUon thereof
The Eagle, a newspaper of general circulation in thc City, on August 11, 1994 and August 18, 1994;
WI-IF~REAS. such notice stated that thc City []tends to issue $10`500,000 for extcusions and improvcmunts
to the City's wastewatea' system but thc City Couucd of the City (the "Couucll") now desires to issue only
$10,000,000 for such pmlmses;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TEXAS THAT:
Section 1. Bonds AuthOFized. Pursuant to Amclc I 111 et. seq.. Vcmon's Texas Civd Statutes. as amended,
and ethel' apphcable law. the City's bonds ac hereby authorized to he issued to he designated as the "City of College
Slalton, Texas UUhty System Revenue Bonds. Series 1994" [] the aggregale pnuclpal amount of $16`500,000 with
$10.000.000 being issued for the propose of extending and improving the City's existmg wastewater syste[] and with
$6,500.000 bemg issued for die propose of cxteadmg and unprov[]g the City's exlsung elecmc hghl and power
system, and pny[]g thc costs of issuance of thc Bunds.
Section 2. Dates. Maturities. and interest Rates. Thc Bonds shah he dated October I. 1994. shall he []
thc deonnuantmn of $$,000 es any mtcgral multiple thereof, shall he numbered I-i for the Initial Bond and
consecutively from R-I upward for the dsf'miuvc bonds, and shall mature on thc maim'sty dna., [] each of thc years,
and m the amounts, respectively, as scl f~tnh [] thc following schedule and shall bear interest at the fofiowmg rates
per annam'
MATURITY DATE: FEBRUARY I
INTEREST IN
YI~AR AMOUNTS RATES YEAR AMOUNTS PATES
1995 $825.000 6.40~ 2005 $825.000 5 '70%
1996 825.000 6 40 2006 825.000 5.75
1 997 825.000 6 40 2007 825.000 $.85
1998 825.000 6.40 2008 825.000 5.90
1999 825.000 6.40 2009 825.000 6.00
2000 825,000 6.40 2010 825.000 6.10
2001 825.000 6.40 2011 825.000 6.15
2002 825,000 6.40 2012 825,000 6.20
2003 825,000 5.40 2013 825,000 6.10
2004 825.000 5.50 2014 825.000 6.00
Such imerest slmi be payable en Felmmry 1. 1995. and semmnnually Ibe~,~fter on August I and February 1. Smd
mtereat shall be paynble to the registered owner of any such Bond in the manner i~ovidnd [] the FORM OF BONDS
set forth in tlus Ordinance.
Section 3. Rilqht of Prior Redemmton. The City reserves the right to redeem the Bonds maturing on or after
February 1.2005. m whole or in pan in principal amount of $$.000 or any mtegial mull~ple thereof, on Febnmqz
1.2004. or any date thereafter, at the par value thereof to be redcemed and shall direct the Paying AgenORegismlr
to call by lot Bonds, or pomons thereof, wlllun such matm'lty or mmuriues and [] such pnnclpal amounts, fa
rndemption.
Nonce of such rede, ml)non shall be given as provided in the FORM OF BOND [] Secuon 5 hereof. If such
nonce of redempuon ts given, nnd if due provision for such payment ts made. the Bonds. or the perUons thereof
which am lo be so redeemed, thereby automatically shall be redcemed prmr to thmr scheduled matm,'zfies, and shall
not bear mtereat afler thc datc fixed for their rndcmption, and shall no~ be regarded as being outatauding except for
the right of the registered owner to receive the rndcmptmn pncc plus accrued interest to the date fixed for redemption
from the Paying Agenl/Regiatrar out of the funds provsied for such paymenl. The Paying Agent/Regimrar shall
record [] the Registrauon Books all such redamlmons of principal of thc Bonds or any porUon thereof. By thc date
fixed for any such rndemptton due provision shall be made by the City with the Paying Agenl/Regtm'er for the
payment of the required redempuon price for the Bonds. or the ponmns thereof which are to be so redeemed, plus
uccmed interest thereon to the date i'Lxed for rndemptmn. If such nonce of redemption ts given and if due provmon
for such payment is made. all as p~ovided above. Hie Bonds. or the pomons thereof which am to be so redeemed.
thereby antoniancelly shall be redeemed prior to their scheduled matu~Ues and shall not bern' interest after thc date
fixed for the. b* redemption and shah not be regerdnd as being ontslandmg except for thc right of the registered owner
to receive thc redemption price plus ucerund interest Io thc date fixed fer rcdempuon from thc Paymg Agenl~Rcgtslx[]'
out of the funds prov~led for such payment. If a portion of any Bond shall be redcemed, a substitute Bond or Bonds
having the same maturity date, beating inleresl at tbe smue rate. in any danominadon or denominations in any
integral multiple of $5.000, at the writlen request of ~ registered owner, and in an aggregutc p~nclpal amount equal
to thc unredeemed pomon thereof, wiH be issued to the registernd owner upon the surrender thereof for cancellatmn,
at the expense of the City all as prov~ed in this Ordinance
Seetinn 4. Pavion Aannt/Renistrnr. (a) The City shall keep or cause to he kept at the princq)al cotporate
trusl off'ice of thc Paying Agenl/Ragislrar herein named, or such other bank. Isust company, financial institonon, or
other entity duly quehfied and legally authorized to serve and pedorm dunes of and services of Paying
Agenl/Regml~u'. named in accordance with the provisions of (g} of thru Section (the "Paying Agunt~egmtrar"), books
or records of the registranon and transfer of the Bonds (thc "Rcgisoat[]n Books"). and thc City hereby appoints thc
Paying Agenl/Begmlrar as its registrar amd nansfer agent to keep such books or records and mike such I~ansfurs and
registretmns under such reasonable regulations as the City and Paying Agent/RegmU[]' may prescribe; and the Paying
Agent/Registrar shall make such ffansfers and registrauons as herein provided. It shall be the duty of the Paying
Agenl/Regtstrar to obtmn from the registered owner and record m the Rcgmlranon Books the nddress of such
regtsternd owner of each Bond to which payments with reslx"ct to thc Bonds shall be mailed, as hereto prov:ded.
The City or its designee shall have the right to mspect thc Regisn'atmn Books dunng regular hasmess hours of the
Paying Agent/Registrar. but otherwise the Payiog Aganl/RcgislFar shall knep the Rogislrat[]n Books confidential and.
unless otherwme req[]red by law. shall not pcflnit their inspectmn by any other enuty. ROglSlFUnoo of each Bond
may be ffansfon*ed in the RegislFatloo Books only upon presemauon and surrender of such bond to thc Paymg
Agent/Registrar for IFansfer of regislnmon and cuncellatmn, together with proper wTJtten Insffumants of assignment.
iu form and with guarantec of mgantures satiafasteFy tO thc Paytog Agcnl/Rcglstrar. cvtdeuclng the asstgnmonl of
Ihe bond. or any port~on thereof m any integral mukiplc of $$.000. to the asslgnec or assignees theronf, and the right
of such assignec or asmgnces m have the bond or any such portion tlicreof registered tn thc n[]nc of such asmgnce
or assignees. Upon thc asmgnment and transfer of any Bond or any portion thernef, a new subsUtute bond or bonds
slm]] be issued tn exchange therefor in the manner berein provided.
(b) The entity in whose name any Bond shall be registered [] the Rogisu'auon Books at any umc shall be
treatnd as thc absolute owner thereof for all put~ of thru Ordianncc. whether or not such bond shall be overdue.
and the City and the Pnymg Agenl/Reg~slral' shall not be affected by any nouce to lite conlrmy unless othenvlse
required by law; and payment of, or on ucconnt of. the pr[]cipal of, premium, tf any, and interest on any such bond
shaH be made only to such regisrered owner. All such payments shall he valid and effectual to satisfy and chscharge
the Imbthty upon such bond to the extent of the sum or sums so ~
¢c) The Cily hereby fm'ther appoints the Paying Agenl/Registrar to act ns the paying agent for paymg the
principal of and interest on the Bonds. and to act as its agent to exchange or replace Bonds. aH as provided in this
Ordumnce. The Paylag Agenl/Rog~,~.m shall knep pl-oper records of all payments made by thc City and the Pay~ag
Agenf/Regtsu~r with respect to thc Bonds. and of aH exchanges of such bonds, and aH replacemants of such bonds.
as provided in this Ordiannce.
(d) Each Bond may be exchanged for fully registered bonds m the manner set forth herein. Each bond issued
and delivered p~suant lO this Ordmnnce. to the extent of the unpmd or unredeemed principal balance or principal
nmount thereof, may. upon surrender of such bond at the I~nnclpal corporate trust office of the Paying
A~net/Reglstrar. together with a written request therefor duly executed by the regmtcred owner or the assignee er
assignees thereof, or ils or their duly aathonzcd attorneys or repl'~$~ltutlve$, with guar'anP~ of mgnetures asrtsfuctory
to thc Paying Agenl/Rogisffm'. at the option of thc registered owner or such assignce or asmgnees, as approprm~.
be exchanged for fully regmtered bonds, without interest coupons, in the form prescribed in th~
scl forth in tills Orthnartce. [] thc defloreil~tlOfl of $5.000. or any intef~r'al muluple of $5.000 (subJect to thc
rcqutremant hereinafter slated that each subst*tute Bond shall have a magic slated maturity date), as requested []
writing by such registered owner or such asmgnec er assignees. [] an ag~'esate principal amount equal to the unpaid
or unmdecmnd principal amount of any bond or bonds so surrendered, and payable to thc appropl~atc registered
owner, assignee, or ass~gnccs, as the case may be. If a portion of any Bond shah be redeemed prior to its scheduled
maturity as provided herein, n substitute bond or bonds having the same materlt~ dire. bearing mtc~st al thc same
rotc. in thc denommaHoo or denemmat~oes of any integral maltlplc of $5.000 at thu requust of the registered owner.
and tn an agf~*cEn!t~ principal amount equal to thc um*edecmed pomon thereof, wdl be issued to the registered owner
upon surrender thereof for cancellauon. If any Bond or portmn thereof is assigned and uunsfermd, each bond issued
in nxchaogc therefer shah have thc same pnnclpal [flnt~rlty date and beol' interest al the same rat~ as thc bond for
which tt is being cxchflflf~d- Euch substitute bond shall bear a letter and/or number to thsungulsh it fFom each other
bond. The Paying Agcn~/Regtsl~[]' shaH exclumse or ~lsce Bonds as j~ovtded beFein, end each fully registered
bond delivered in exchange for or replacamcat of any bond or pomon thereof as peronued or requn'nd by any
provlsloo of' this Orthnaflce shaH coostlmte on~ of the Bonds for all porposcs of tlus O~dlnance. and may again be
exchanged or replaced. It is specifically provided, however, that any bond dchvered [] exchange for er replacemem
of another bond prior to the first scheduled interest paymant flntf~ an thc Bonds (as stated on the face theroof) shall
be dated the same dale as such bond. but each substitute bond so dehvered on or after such first scheduled interest
payment date shall be dated as of the interest payment date ixeccdmg thc dete on which such substitute bond ts
dehvcn:d, unless such bond is dehvered on an interest payment date, in which case it shall be dated as of such date
of dehvery; l~rovided, however, that if at thc lime of delivery of any substitute bond thc interest on the bond for
which it is bomg exchanged has not been paid. then such bond shall bc dated as of the date to winch such mtereSl
has born pa~d in full. On cech substltut-' bond issued m excbsnge for or replecement of any bond or bonds issued
under tins Ordinance there shall hc printed thereon a Paying Agenl/Reglsmlr's Authenttcauon Cm~icate. in the form
hereinafter set forth. An anthenzed rcpresenteuve of the Paying Agent/Registrer shall, before the delivery of any
such bond. date such by daung the Authentication Ccr~ficate in thc manner set forth above, and manually sign such
Certificate. and no such bond shall be deemed to be issned or outstanthng unless such Certificate is so executed
Thc Paying Agent/Rngistrur promptly shall cancel all Bands surrende~d for exchange or replacement. No edthtmnal
ordinances, orders, or resulutmns need be passed or adopted by thc City Council or any other body or person so as
to accomplish the foregoing exchange or replacement of any Bond or port]on theranf, and thc Paying Agenl/P. egistrar
shall provale for the printing, exucutmn, and delivery of the substitute bonds in thc manner presenbed herein, and
sa~d bonds shall be of type composition pnnted on paper with hthngraphed or steel engraved borders of customary
weight and s~ength ptfisanm to A~cle 717k-6. Vnmou's Texas Civil Statutes. and pa~cuiarly Section 6 thereof.
the duty of such exchange or replacemant of bonds as aftwesald is hereby imposnd upon thc Paying Agenl/Rnglstrar.
and upon the exucuUon of thc aforementioned Pa/ms Agent/Re$1sum"s Authenticanon Certifi,~-*,,. the exchanged
or replaced Bond shall be valid, mcomestablc, and enforceable in the stone manner and with the same effect as the
Bonds winch originally were delivered pursuant to this Ordinance. approved by thc Attorney General. and registered
by the Comptroller of Public Accounts. Neither thc City nor thc Paymg Ageot/Rngist~a~' shah be required (I) to
issue, transfer, or cxchenge any Bond subject to redemption dunng a pennd beginning at the opening of business
15 days befo~ thc day of the ffist malting of a notice of redempuon of Bonds and ending at thc close of bosmess
on thc day of such mn.ling, or (2) to Iransfer or exchange any Bond after it is selected for redcmpuou, m whole or
m part when such redeml~on ts scheduled to occur within 30 calendar days: provided, however, that such lunltetmn
shall not be apphcabin to an exchange by the owner of the uncalled principal I~t.nce of a Bond.
(c) AIl Bonds issued in exchange or repleccmant of any other Bond or poison thereof. (i) shall be msued m
fully registered form, without interest coupons, with thc pnnclpal of and interest on such bonds to be payal~le only
to thc registered owners thereof, (h) may be redcemed prmr to their scheduled maturities. (iii) may be mmsferred
and assigned. (iv) may be exchanged for other Bonds, (v) shall bsve thc characteristics. (vi) shall be signed and
sealed, and (vii) the principal of and interest on tbs Bonds shall be payable, all as provided, and in the manner
required or mthcatnd, in the FOR]~ O[: BONDS set forth m this Orthnance.
If) The City shall pay all of thc Paying Agent/Rcgisffar's reasonable and customary fces and charges for
making transfers, conversions, and exchanges of thc Bonds tn uccordance with an agreement betwnen the City and
thc Paying Agent/Rcgistrm'. but the registernd owner of any Bond requestmg such transfer shall pay any taxes or
other governmantal charges required to hc prod with respect thereto In addition, the City hereby covenants with the
rngtstered owners of the Bonds that it wd] pay the reasonable and standard or customary fees and cherges of the
Paying Agent/Registrar for its set'va:es with respect to the payment of thc principal of and interest on the Bonds.
when duc.
(g) The City covenants with Otc registered owne~ of the Bonds that at all times while the Bonds are
outstanding the City will provaie a compe~unt and legally qualified bank. uust company, financml InsUtutton. or other
enuty duly qualifind and Inguily authorized to serve as and pcsf-onn the duties and services of Paymg Agent/Registrar.
to act as and perform the services of Paying Agent/Regtslrar for thc Bonds under this Orthnance. and that the Paying
Agent/Registrar will be one enuty. The City reserves thc right to. and may. at its option, change the Paying
Agent~glslrar upon not less than 60 days written notice to the Paying Agen~Registrur. In the cvem that thc enUty
at any Ume ectmg as Paying Agent/Regislrm' {or tls successor by merger, acquisition, or other mctbod) should resign
or otherwise cease to act as such. the City covenants that promptly it will appoim a competent and legally qnalified
na~onal or state baalung mstitutlon which shell be a corporauon organized and domli business under thc laws of thc
Uflitecl Slates of .A, ntei~ca or of any slate, antbonzed under such laws to exercise lrust powers, sub. lect to supmvimou
or examlnanon by fexleral or state ,~uthonty. and whose quahficatiuns substantially arc slm~ to the prevlotm Paying
Agen~gistras to act as Paying Agent/RcgisUar under this Orthnance. Upon any chenge in the Paying
Agent/Registrar, the previous Paying Agem/Reg~stra~ promptly shall transfer nad deliver the Reg~swauon Books Ior
a copy thereof), aloug with all other pertinent books and records reinnng to the Bonds, to the new Paying Agent/Reg-
lsonr designated and appmnted by the City. Upon any change in the Paying Agent/Registrar, the City promptly will
canse a written noUce thereof to be sent by the new Paying Agent~Raglswar to each registered owner of the Bonds.
by Untied States mm1, postage prcpmd, which notre also shall g~ve the address of the new Paying Agent/Registrar.
By uccepong the pa~tton and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to
the provnaons of tlus Orthnance, nnd a certified copy of this Ordinance shall be dehvered to each Pay~ag
Agent/Regzstrar.
Section S, Forms. Thc fonn of the Bonds, mcluthag the form of Paying Agem/Regmtrm"s Certificate, the
fo~n of Asetgnment, the form of Statement of Insurance, and the form of the ComptroUer's RegqstmUon Cemficate
m ascompany the Bonds on the mttml delivery thereof, shall be, respectively, substantially as follows, with such
nplxoprm~ vaflations, omissions, or msenions as are ponmtted or n~luired by this Or&nance:
FORM OF DEFINrrtv'E BONDS
FORM OF BONDS:
NO.__ $
United States of Ameflca
Stale of Texas
crI'Y OF COt.!.~GE STATION, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 1994
IN-t't~KEST RATE
ISSUE DATE CUSIP
% October 1. 1994
REGISTERED OWNER:
PRINCIPAL AMOUNT: $
THE CITY OF COl J.I~GE STATION, TEXAS (the "City") hereby promises to pay m the Registernd Owner,
specified above, or the registered assignee (the "registered owner") the Pnncipal Amount, specified above, and to
pay interest thereon from the Issue Date, specified above, to the Maturity Date, specified above, at the Interest Rate,
spectral above, with said interest being payable on February 1, 1995, and semiannually on each August I and
February I there~ter.
THE PRINCIPAL OF AND INTEREST ON this Bond ~e payable in lawful money of the United States of
America, without exchange or coliecttou cherges. The principal of this Bond shah be patti to the registered owner
bereof upon presentaUon and surrender of thss Bond at nmtumy at the demgnated corporate mist office of TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, HOUSTON, TEXAS, which ~s the "Paying Agent/Regi,,i~m"
for thru Bond. The payment of imerest on this Bond shall be made by the Paying Agent/Registrar to the registered
owner hereof as shown by thc Rcgmtration Books kept by the Paying Agent/Registrar at the close of bumness on the
Record Dale by check drawn by the Paying Agenl?Regtstrm' on, and payable solely from, funds of the City requn'ed
to be on deposit with the Paying Agent/Registrer for such purpose as hereinafter provided: and such check shall be
sent by the Paying Agent/Registrar by Umted States marl, postage l~epald, on each such interest payment dale, to
the registered owner at its address as it appears ou the Registrauon Books kept by the Paying Agenl/Reg~smn', as
berelnafter described. The record dale (*Record Date") for the interest payable on any interest payment dam meafls
the fifteenth calendar day of the month prucedmg a scheduled interest payment. In Iht event of a non-payment of
interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a
"Special Record Date") wall be established by thc Paying Agent/Reglsn'ar, ~f and when funds for the payment of such
~nterest have been received from the City. Notice of the Specud Record Dale and of the scheduled payment date
of the past due mteresl (the "Specml Payment Date", which shall be 15 calender days after the Special Record Date}
shall be sent at least five bumness days prior to the Special Record Date by U[]ted States mml. first class, postage
prepaid, to the address of each registered owner of a Bond appeanag on the books of the Paying Agent/RegisUur
at the close of bus~ness on the last hosmess day next preceding the date of totaling of such notice. The Csty
covenants with the registered owner of th~s Bond thai no later than each pr[]clpal payment ,{n~,. and ,nterest payment
date for this Bond it wdl make available to the Pay, ns Agent/Regtston' the nmonnts required to provide for the
payment, in immedmtely available funds, of nil principal of and interest on the Bonds. when due. in the []anner set
forth in thc ordmanees aathonzmg the issuance of the bonds adopted by the City Couucd of the City (the
"Ordinance").
THE TERMS AND PROVISIONS of tins Bond are contained on the reverse side bereof and shah for all
purposes have the same effect as though fully set fooh at this place
*IF THE DATE for the payment of Ihe principal of or interest on this Bond shall be a Saturday. a Sunday.
a legal hohday, or a day on which banking iasUtotmns in thc city where thc Paying Agenl/Raglsuar is localed are
anthonzed by law or exceutive order to close, then the date for such payment shall be thc next succeeding day winch
is not such a Satin*day. Sunday, legal hohday, or day on which lan~ong mstitotions afc authorized to close: and
payment on such date shall have thc s~ne forec and effect as if made on the onginal date payment was due.
*THIS BOND is one of a series of bonds of lihc tenor and effect except as to denomination, number, matunty.
interest rate and right of prior xerlempuon, issued in the aggl*e?~a principal amount of g 16.500.1300 with $10.000.000
bein~ issued for the purpose of extending and improving thc City's existing samlasy sewer system, and ~.500.000
being issued for the purpose of exlendmg and tmfwoving the City's exlsung eleclnC light and power system and
paying the co,ts of isanance of the Bonds.
*THE BONDS of th"* series scheduled to rnn,,,re on and after Fel~ i. 2005 may be redeemed prior to then'
scheduled matunues, in whole or in part. m principal mounts of $5.000 er any integral multiple thereof, at the
option of the City, on Febnmry 1.2004. or on any date tbereaft~, for the pnncipal umonnt thereof plus ucerued
interest to the date l-Lxed for redemption.
*NOTICE OF REDEMPTION shall be sent by the Paying Agent/R~gislrar by Umted Stales mall. first-class
postage prep~d, at least 30 days prior to the date fixed fee any such redempUon, to the registered owner of each
Bond. or pomon themeof to be redeemed, at its nddress as it appemnd on thc Rngmwatmn Books on thc 45th day prior
to such redumptton date and to major securities depomtodes, nauonal bond rating ngencies, and bond informauon
services; provided, however, that the failure to send, mn,I. or receive such onuce, or any defect therein or tn the
sundmg or nuulmg thereof, shall not affect the valia,ty or effectiveness of the prnecedmgs for the redemption of {my
Bond. By the date fixed for any such redemption, due pro,nsion shall be made by the City with the Pay,ng
Agent/Regisum' for thc payment of the required redempuon price for this Bond or the portion hereof which ts to be
so redeemed, plus accrued interest thereon to thc date fixed for redempuon, ff such notsce of redemption is given.
and if due provision for such payment is made, all as provided above, this Bond. or the ponmn thereof which as to
be so redeemed, thereby automatically shall be redeemed prior to its scheduled matumy, and shaH not bent mlecest
after the date fixed for its redemptmn, and shall not be regarded as betas outmanding except for the right of the
rag~stel~l owner to receive the redemption price plus acemed mterast to the date i'Lxed for redemptmn from the
Paying Agenl/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall recced in
the Rngisuation Books all such redemptions of principal of this Bond or any pomon hereof. If a lxrdon of any
Bond shall be redeemed a subsutate Bond or Bonds having the same maturity date. beanng interest at the same ralc,
In any denominasion or denommaUons [] any integral muluple of $5.000. nt the written request of the rngtstered
owner, and [] aggregate Ixincipal umount equal to thc um'edcemed portion thereof, will be msucd to the registered
owner upon the smTender thereof for cancellntion, at the expense of thc City, ah as provided in the Or&nance
*ALL BONDS OF THIS SERIES ate mstmble solely as fully registered bonds, without interest coupons. []
the denuminauon of any integral muluple of $5.000. As provsded in the Orchnance. this Bond, or any unredeemed
poruon hereof, may. at the request of the registered owner or the asS,ghee or assignees hereof, be assigned.
6
uansfcned, and exchnnged for a I~he aggregate prm[]pai nmount of fully registered bunds, without interest coupons.
i~yable to the approprmto registered owner, assignee, or assignees, as the case may be, having the same maturity
date. and beanog mtesest at the same rate. m any dehorn•at,on or denommauons m any []tngrai muluple of S5.000
as requested in wntmg by the npprol~ate registered owner, assignee, or ass~gaces, as the case may be. upon
surrender of thss Bond to the Paying Aganl/Rngmlrar for cancelhuon, all in accordance with the funn and procedu~s
set forth in the Or&nance. Among other requirements for such asmgnreent and transfer, this Bond must be presented
and sm'rendered to the Paymg Agent/Rngisn'ar. together with proper instruments of asstgament, in form and with
guarantee of stgnntures suusfuctory to the Paying Agent/Rng~sn'ar. evtdencmg assignment of flus Bond or any po•on
or pomons hereof in any integral muluple of $5.000 to the asmgace or assignees in whose name or nh•es this Boud
or any such portion or portions he,of is or ire to be transferred and registered. The fo~n of Aaslgn[]ent pr•ted
or endorsed on tins Bond may be ezecu~l by the registered owner to evidence the assignment hereof, but such
[]ethnd ts not exclusive, and other msn'u[]ents of asslgn[]ent sansfuctmy to the Paying Agent/Regxstrm' may be used
to evidence the asstgament of tlus Bond or any pornno or poruous hereof fi'om mne to nme by the regtatered owner.
The City shall pay the Paying Agont/Rngiswar's reasonable standard or customary fees nnd charges for transfemog.
converting and exchangmg any Bond or po~ou thereof: provided, however, that any taxes or govem[]ental charges
requm~d to be pant with respect thereto shall be paid by the one requesting such transfer, conversion and exchange.
In any cncu[]stance, neither the City nor the Paying Agent/Rngislrar shall be requw~l (I) to nulke any transfer or
exchange dunng a period begmnmg at the opening of bas•ess 15 days before the day of the f'u~t mtulmg of a nouce
of redemplron of bunds and ending at the close of business on the day of such []ailing. or (2) to transfer or exchange
any Bonds so selected for redemption when such redemption ~s scheduled to occur within 30 calendar days; provided.
however, such limflat~n shall not he applicable to an exchange by the registered owner of the uncallnd pnuclpai
hahnce of a Bond.
*Hq THE EVENT any Paying Ag~t/l~gisma' for the Bonds is changed by the City. resigns, or otherwise
ceases to act as such. the City has covenanted m the Ordmnuce that it promptly will appoint a competent and legally
quaitfied substitute therofor, and promptly will cause written noUce thereof to be mailed Io the registered owners of
the Bonds.
*BY BECOMING the registered owner of this Bond. the regtsternd owner thereby acknowledges all of the
terms and provisions of the Ordmancu. ngrees to he bound by such terms and ixovisions, acknowledges that the
Ordmance is duly recorded and avm!nhle for mspection in the offictai []inures and records of the City. and agrees
that the terms and provisions of this Bond and the Ordmance constitute a conlzuct between each registered owner
hereof and the Cny.
*THE CITY HAS RESERVED THE RIGHT. subJeCt to the resmcuons stated, and adopted by reference. []
the Orthnance. to lssan nddmouai parity revenue bonds which aiso may be made payable from. and secured by. a
f'~'t hen on and pledge of the "Net Revenues" of the City's combined watetworks system, sewer system, and elecmc
hght and power system (as defined nmi described in the Orthnance) on n panty with the p~vlously issued panty
bonds []eluding the Bonds.
*THE REGISTERED OWNER HEREOF sludi never have the fight to demand payment of this obligation out
of any funds tmsed or to he relsed by taxation, or fvtwn any suu~e whalsuever other than the afores~d Net Revenues.
IT IS HEREBY cerafied and covenanted that this Bond has been duly and vabdly authorized, issued and
dehvered; that all acts. condiuons nnd Ilungs requned or proper to he performed, exist and he done precedent to or
in the anthonzntion, issuance, and delivery of this Bond have been pedonned, existed and been done in accordance
with law: that this Bond is a specml obhganon: and that the pfinclpal of and interest on this Bond together Mth
oulstanthng panty revenue bonds are payable from. and secured by a first lien on and pledge of. the Net Revenues.
IN TESTIMONY WHEREOF. the C'~ty Council has caused the seal of the City to he duly impressed or placed
tn facsimile hereon, and this Bond so be szgned with the unpr[]ted facsimile signature of the Mayor and
coantersigned by the fucsnnflc stgantu~e of the City Secret,~y.
7
COUNTERSIGNED:
XY, XXY, XXX];~tXXXX~XXXXXXXXXXXXXXXXX
City Secretary, C~ty ~ College Slatton
(CITY SEAL)
FORM OF PAYING AOENT/REOISTRAR'S AUTH~CATION CERTIFICATE
X XXXXXXXXXXXXXXX,v,I XX XXXXXXXXXXXX
Mayer. C~ty of College Slauon
[Not included on ImUal Bond]
PAYING AOENT/REGISTRAR'S AUTHENTICATION CERTtl-iCATE
It is hereby ccrttt-~d that this Bond has been msued undcr the provlsmns of the Orchnance described on thc
face of th,q Bond; and thni this Bond has been tssued m cxchl~gp fOr Of replncement of a bond. bonds, oF a poruon
of a bond or bonds of on LqSUC wh,ch onginnlly wns b~p, oved by the Attorney Oenerol of the Smtc of Texas end
registered by the Compuoller of Pubhc Accounts of the State of Texns
TEXAS COIVflVIERCE BANK NATIONAL ASSOCIATION.
HOUSTON. TEXAS
Paymg Agenl/Regtstrar
By
Authorized Representmive
FORM OF ASSIGNMENT
*ASSIGNMENT
FOR VALUE RECEIVED. the undersigned regLstcred owner of this Bond. ~ duly authorized represenmnve
or attorney thereof, hereby assigns this Bond to
/ /
(Ass~snec's Socma] Security or Tax Payer ldentRiCatKm manber) (Pnnt m' type Asszgnee's names and address mdudmg np code)
and hereby irrevocably consututes and appoints
auorncy to unnsfcr the registration of this Bond on thc Paying Agcm/Rcgtsn-dr's Registration Books w,th full power
of substitution m the pl~mlscs.
Dated
Signature Guaranteed:
NOTICE: Slgnnl~e(s) must be
gunmn,.eed by a member i'~n of
the New York Stock Exchange
of a commcfcimI bm~Ji or Host
company
NOTICE: The signature above must correspond
with the name of the Registered Owner as ,t
appears upon the front of thru Bond tn every
particular, without alleFallon or enlargement
or any change whalso~ver.
The following abbrcvmtions, when used in the assignment above of on the face of the within Bond. shall bc
construed as though they were wntlen out m full accoflling to apphcable laws or regulations:
g
TEN COM - as tenants m common
TEN ENT - as tenants by thc cnUreucs
JT TEN - as joint tenant with right of survivorship and not as tenants in co[]mon
UNIY Gu--t MIN ACT - Custodian under Umfonn G~ to Minor Act
(Cus~) (IVhnor)
(Slate)
Addmoanl abbtevmUous may also bc used though not tn the hst above.
NOTE TO PRINTER:
*~s to be on reverse side of dufmitive bonds
FORM OF INITIAL BOND
Th~ In|finl Bond shall be m the form set forth above for the Definitive Bonds. except the following shall
tel)lace the heachng and the first thtec Tismntnphe:
NO. I-I $16.500.000
Unhcd Slates of America
State of Texas
CITY OF ~1'.1 .~GE STATION. TEXAS
UTILITY SYSTEM REVENUE BOND. SERIES 1994
OCTOBER I, 1994
Registered Owner.
Pnnclpal Amount: SIXTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($16.500.000)
THE CITY OF COLLEGE STATION. TEXAS (the "Cdy" or the "Issuer"). for value received, anknowledges
itself mdcbtnd to and hereby promises to pay to thc order of the Reglsternd Owner, specified above, or thc tegtsteted
assigns thereof (the "Reglsteted Owner"). the Pnncmpal Amount, specfl]ed above, with lmueipal inslnllments payable
on February I in each of the yeass, and beanng interest at per annum rates m accordance with the following
schedule:
YEARS OF
STATED IvIATUP-d rl~S
PRINCIPAL INTEREST
INSTALLMENTS RATES
$ %
(lnfo~natiou to be inserted from schedule [] Sec'non 2 hereof.)
INTEREST on the unpmd Principal Amount hereof from the Issue Date. specli'uxl above, or from the most
recent []tetest payment date to which interest has been prod or duly provided for unnl the Pnncipal Amount has
become due and payment thereof has been made or duly provided fin' shall be paid computed ou the Ixtms of a 360-
dny year of Iwelve 30-day months-' such interest being payable on February I and August I of each year.
cummencuug February I. 19~5.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of
America, without exchange or collection charges. Thc final payment of principal of this Bond shall hc pa~d to thc
Rugiste~ed Owner hereof upon presentat~en and son'endur of this Bond at final matortty, at thc duslgnatnd coqxzate
rust office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Houston. Texas. which is the "Paymg
Agent~RegtsWar'* for this Bond. Thc payment of prmctl~l installments and intmext on flus Bond shall hc made by
the Paying Agent/Registrar to the Rugislcred Owner hereof as shown by the Registration Books kept by thc Paying
Agent/RggJslrar at the close of business on the Record Date by check drown by the Paying Agent/Regzstrar on. mid
payable solely from. funds of the C,ty required to he on deposit with the Paying Agent/Registrar for such pu.-pose
ns heremaft~ pr(waded: and such check shall be sent by the Paying Agenl/Regtstrar by United States mad. postage
p~'pald, on each such payment date. to the reSmtered owner hereof at its address ns zt appears on the Rcgtsuatlon
Books kept by the Paying Agent/Reg~sU'er. ns heremaf~r descnhed. The record date ("Record Date") for payments
hereon means the fifteenth calendar day of thc month preceding a scbeduled payment, in the event of a non-payment
of interest on a scheduled paymem date. and for 30 days thereafter, a new record date for such payment Ca "$pecml
Record Date") will be established by the Paying Agent/Registrar. if end when funds for thc payment thereof have
been received from the City. Nouce of thc Special Record Date and of thc scheduled payment date of thc past due
payment (the "$pecml Payment Date". which shall be 15 calendar days after the Special Record Date) shall he sent
at least five business days prior to the Specml Pr. cord Date by United 5tatas mad. first class, postage preixfid, to the
address of thc Registered Owner appeanng on the books of the Pa)ung Agent/l~egmtrar at the close of bumness on
the i~st business day next preceding the date of mailing of such nonce. Thc City covenants w,th the Reg,stered
Owner that no later than each principal installment payment an,,- and mterest payment date for this Bond it will make
available to the Paying AgenlYRegmtrm' thc ~nonnts required to {xovldc for thc payment. In onmcdmtely
funds, of ldl pnucipal of and interest on thc Bonds. when duc. m thc manner set forth [] the ordinances anthorizmg
the issuance of the Bonds adopted by the City Conucfl of the City (the "Ordinance").
FORM OF COMPTROLLER'S CERTIFICATE
(A'I'I'ACHED TO THE INITIAL BOND)
OFFICE OF COMPTROLLER: REGISTER NO.
STATE OF TEXAS:
I hereby certify that tins Bond has been examined, cetXd'led ns to validity, and approved by the Attorney
General of the State of Texas. and that this Bond has been registered by the Comptroller of Public Accounts of the
S~e of Texas.
W,tness my signature and seal this
(SEAL)
XXXXXXX
Comptrolle~ of Public Accounts of the Stag of Texas
FORM OF STATEMENT OF ]NSURANCE
Capital Ouanmty Insurance Company. a Ma.-yland corporat[]n, has issued ,ts Municipal Bond Guaranty
Insurance Policy Number (the "Insurance Pohcy") securing the Imymem of Insured Amounts of tlus
Obhsnuon. as such terms are der'reed [] said insurance Pohcy
Reference ~s made to the Insurance Polscy for the complete provlsxons thai~of. All payments requu'ed to be
mnde under the Insurance Policy shall be made in accordance with the provisions thereof.
[END OF FORMS]
Seelion 6. Def'mition$ As used in this Ordinance, [] nddiTion to other defined terms herein, the follow, rig
terms shall hnve thc meamngs set forth below, unless the text hereof spe. cif'u:ally indicates otherwise.
"AddiuonaJ Bonds" means the eddi-,onal panty obi,gauons which the City reserves the right to tssue [] the
furze, ns provtdnd in Sec-on 15 of this Ordinance.
"Bond" or "Bonds" means one or more, ns the case may be, of the Bonds authonznd to be issued by tins
10
"Bond Fund" means the fund provided for in Secuon 13 of the Orthnance anthonz~ng the ~ssuance of the Series
1985 Bonds.
"City" and "Issuer" mean the City of College Stauon. Texas. or where appropnete, the City Conncfl thereof.
"City Council" means the governing body of thc City.
"Junior Lien Cemficntes" means Ibe following cefaficates of obhgetlon issued by the City bennng the dates.
in the original principal amount~, and flnaUy manning as set forth below, to-wit:
Dale Principal Amount Final Matonty
06/15/85 $ 393.000 06/15/99
09/01/94 $3.460.000 10/31/99
"Net Revenues" means the gross revenues of the Systems less the reasonable expenses of opera**on and
maintenance of thc Systems. including all ~nlar~s. lehor, malel*la]$, repairs, and extenmons uecessa~/ lo render
efficient service: i~ovidcd, bowcver, that only such repairs and extensions. ~s [] thc jndg[]ent of thc City Council.
reasonably and fmrly exercised, arc neecssm~ to hcep the plant ~ uuhty in operauon and render adsq~e sarvicc
to tho City and the lababltants thereof, m' such n~ might hc neeess~ to meet some physical accident or comllfion
which would otherwise impau' thc Panty Bonds shall hc deducted in detc~Inmmg thc '*Net Revenues"
*Panty Bonds" means colleetively the Prevmusly Isst~d Panty Bonds. thc Bonds. and any Addtoonal Bonds.
"Panty Bonds Orthnances" means coHeeuvely thc ordinances authorizing the Panty Bonds.
"Previously Issued Panty Bonds" means the outstsndm8 bonds named in the preamble to dim Ord[]ance.
"Reserve M~nunum'* is de, f'med [] Sccuon 12(e) hereof.
"Series 1985 Bonds" means thc bonds described in the i~v. mnble to thc Ordinance.
"Series 1990 Bonds" means thc bonds descnbnd in the preamble to the Or&nance.
"Systems" means the City's enme exmtm8 waterworks system, sewer system, and electric light and power
system, includin8 all present and fulure extensions, enlargements. ~dd,Uons. replacements, and unprovements thereto.
"Systems Fund" means thnl fund described [] Section 9 herenf.
"Year" or "fiscal year" means the regular fmc. al year used by the City [] conneeuon with the openmon of the
Systems. which nmy be any 12 cormeeunve months pennd esmbhshed by the City Council
Seetion 7. Pk'dne. The pnncil~l of the Panty Bonds. redemption premium, if any. and any interest payable
thereon. ~e and shall hc secured by and payable from an irrevocable first hen on and pledge of the Net Revenues.
nnd the Net Revenues nre further pledged inevocably to the esmbhshment and mmntenance of the funds created by
the Panty Bonds Ordinances. The Panty Bonds are not and wdl not be secured by or payable from a mortgage or
deed of mist on any real. personal, or mixed propemes constimtm8 the Systems. The owners of die Panty Bonds
shall never have thc right to demand payment of such obhgntmns out of any funds unsed or to be raised by taxauon.
or from nny source whatsuever other than thc Net Revenues. This Ordinance shall not be consmind as reqmnn8 the
C~ty to expend nny funds which are derived from sources other thnn the operation of the Systems. but nothing berem
shall be cormmind as preventing the City from doing so.
11
Se~on 8. Rotes. Thc C~ty covenants and agrees with the ho]d~rs of thc Panty Bonds that xt wdl: (a) f'LX
and mamtmfl rates and collect chaF~s for the facdiues and SeFVICeS affmxled by the Systems which will provld~
reveoue~ sufficient at all times: (I) to pay nil opemt,on, mamteannce, dcpr~lnt~on, replnrcmcnt and betterment
charges of the Systems: (2) to establish and mamrntn the Bond Fund: (.3) to generate m each year Net Revenues
eqtml to 1.25 times the maximum aonua] requnements fes the payment of the prm~ipal of and interest on the Parity
Bonds at the tune outstandmS (although amounts slmll be prod into the Bond Fund only m accordance with Sectum
9 hereof): and (4) to pay MI indebtedness oulstanthng against the Systems. other than the Panty Bonds. including
the Junior Lien Cerdfk:ates as and when the same become due: and
(b) depomt ns collected nil rewnues derived horn the operation of thc Systams into the Systems Fund.
Section 9. Flow of Funds. There has been created and estabimhed on thc books of the City. and accounted
for separate and apart from MI other funds of the Cfly. n special Systems Fund. All gross revenues received hxun
operation of the Systems am and shall he depositnd into and c'red]ted to the Systems Fund unmefl~-q!Ply upon receipt.
The necessary and reasonable expenses of operation and maintenance of the Systems shall first be prod flx~m the
Systems Fund. The City shall then make subsumrmlty eqanl monthly payments into the Bond Pund (commencmil
Mth respect to the Bonds and any Addflional Bonds on the dnte of delivery to the mltufl purehaser thereof) during
each year m wluch any of the Parity Bonds am oumandlng in an nggrngatc amount equal to 100% of the amounts
requtred to meet the interest and pnncipal payments falling duc on or before the next matumy date of the Parity
Bonds. The City shall, al least five days prior to February 1, 1995. and each August 1 and February I thereafter,
duposst into the Bond Fund any ncMi~]onal Net Revenues awdnhle m the Systems Fund which may he neee~n~/to
pay in full the interest on and pnnclpal, fl' any. coming due on the Panty Bonds such February I or August I. In
no event shall uny umonnt m excess of thc amounts strand above he pla:ed m the Bond Fund for thc payment of
the interest on or principal of the Panty Bonds. and any amount so placed may he withdrawn by the City nnd
replaced tn the Systems Fund. Any funds remmninil in the Systems Fund. afar provision for the reasonable cost
of operating and maintaining thc Systems, and afte~ paying the amounts required to he prod into the Bond Fund. may
be used for any lawful purpose.
Section 10. lnvestusent~ Money m any Fund estebhshed by the Panty Bonds Ordinances may, at thc option
of the City, he placed or mvested in any investments then pertained by Texas law und penmtted m the Panty Bonds
Ordinances
Section 11. Funds Secured Money tn all Funds created by this Ordinance. to the oxtent not invested, shall
be secured m thc manner prescnhed by law for secunng funds of the City.
Section 12. AddMonal Bonds. In n_~rMit2on to mfenor han obhgations, the City expressly reserves the fight
hereafter to ~ssue ndflitJone] panty bonds and other evidences of indebtedness nov/or hereafter anthonzed by the
Legislature of Texas (colleeuvely, the "Addmonal Bonds"), and the Additional Bonds, when ~ssued, may he secured
by and payable from a first hen on and pledge of the Ne~ Revenues m the same manner and to the same extent as
the outstanding Panty Bunds but subJeCt to the remaining provLslons hereof, and the Prewously Issued Panty Bonds.
the Bonds, and the Addflional Bonds may be in all respects of equal dignity. It is provxded, however, that no
Addiuonal Bonds shall be issued unless'
(a) As long as any of the Previously Issued Panty Bonds are outmandinil and unpmd, all materml conditions
set forth tn the Panty Bonds Ordinances are satisfied:
(b) As long as any of the Previously Issued Panty Bonds are outstanding, Ibc "net eanungs" (defined below)
of the Systems for the fLscal year next pracedm~ the month m which the ordinance authm'izlnil such Aflfl~orud
Bonds ts adopted, were equal to each of the provisions following m 1tums (cXO and (n) below, determined
independently and certified by an independent fu'm of certified pubhc accounlants, based upon an annual au(hi of
the books of thc Systems:
12
(c) After all the Senos 19~5 ~onds are no long outmnd, ng.
(1) An mdepundent rum of cerU£z~d pubhc accountants, based upon an annual andit of the books of the
Systems. certified that the net emmnBs of thc Systems for thc previous fiscal year of fof any 12 consccut]ve
mouth period ending not more than 90 days prior to the date of the adopuou of thc ofdmance antho~z~ng such
Addinouul Bonds or other evadence of indebtedness were eq~ to each of the following determined
independently:
f0 at least 1.40 times thc average annual requirements for the payment of pnnctpai and interest on the
then outstandmg Panty Bonds and Other evidences of mdcbtedness payable from the revenues of the
Systems and on said Adthtmnei Bonds of other evidences of mdsbtedanss, wben issued, sold. and
dehvemt; and
(ii) at least 1 95 times thc maximum annual requu~cment ~n' thc payment of thc prmcipal of and interest
on thc Panty Bonds then outstanthng and on such Additional Bonds. when msucd, sold. end dahvercd:
provided, however, should the certificate of the accountant certify that the net e..~llngs of the Systems for the permd
COVI~ thereby were. in either C~lS~. ]ess ~ I'~quli~d u~ove, ~ a change m the rates and charges for the serwces
affofdcd by the Syslems became effective at leasl 8) days pnof lO the scheduled dale of adupuon of the ofthennce
authofizmg such Adthuoanl Bonds, then such Additional Bonds may nevertheless be mand if an mdupoudent
.cnpncer or eng]necnng ['mn having a favorable reputation with respect to such matters ccrafies that. had such change
m rates and charges bnen effective for thc enti~ period covered by the accountant's ect~ificate would have met the
tests specified m (i) end (u) above.
The term "net earnings" as used in this Sectren shall mean ali of thc Net Revenues. exclumve of mcnme
recmved specifically for capital **ems, after deduction of the reasonable expenses of upenmon and mmotunance of
the Systems excluding expenditures which under standard accounting practice should be cha~ed IO cap**al
expenditures of deprecmhon:
(d) Such Addmoual Bonds or other evidences of andebtedness are made to mature on Febma~ I in each of
the years m which they are scheduled to matu~: and
lc) The entun issue of such Additional Bonds is insured m a mariner saniler to the Prevreusly Issued Panty
Bonds by an msurencc company of assuc4atlou of companies whose insured obhgatlons arc rated by either Moody's
lnveslors Service of Standard & PouFs Ratings Group in the same of a higher ratmg catagery than the rosin'ed
obfigattous of the Munlcip~ Bond lnvesuws Assurance Cofpofatiou (at thc tune such Additmani BOnds arc to be
issued) or the City shall estabhah a r~serve fund for such Additioual Bonds by any method of combmat]ou of
methods that thc City deems rensonablc and upprol~ate provided that (a) the amount of such reserve fund (of
coverage of any surety bond m hen thereof) shall at least equal thc maximum annual debt service requ~cments of
such Additional Bonds. not to excned the maxunum than pcrunttcd by apphcable reg-lnnons, procedures, of
pubhshcd rulings of thc Internal Revenue Service (thc "~ IVhmmum"): (ii) if any cash resecve fund ts funded
by making Iransfcrs of Net Revenues tn the Syslems Fund, such Iransfers shall be made ench mouth m an amount
reasonably suff'tctent to ~ach the Reserve Minimum within a Igriod of not mum than five years after such Additional
Bonds arc sold and delivered: and (iii) such ~ fund shall he for thc equal benef** of thc owner of (x) such
Addi**ouai Bunds. (y) any Panty Bonds thcrctofore issued which are not insured m manner sunilm' to the Prevxously
Issued Panty Bonds. and (z) any Adthtmnal Bonds therenfter issued which arc not so insured.
Section 13. Genernl Covenants. The City further covenants, warrants, and agrees that in accofdancc with
end to the extent requn'ed of ~m~ttod by law while the Panty Bonds are outstanding and unpmd:
(a) PERFORMANCE. It wdi fmthfully perform at all times any and all covenants, undertalungs, supuintions,
and provisions contained m each Panty Bonds Ordmenec~ and m each and every Panty Bond: it wdl promptly pay
13
or cause to be Mud the prmcq~l of and rate,est on cvc~ Panty Bond. on thc dates and m the pluces and manner
prescribed m the Panty Bonds Ordinances; and it will. at the tuns and m the manner prescribed, deposit, or cause
to be deposited, the amounts requn'ed to be depomted into the Bond and the Reserve Fund, tf any: and any holder
of Ih-' Panty Bonds may reqmre the City. its officmls and employees, to cuz~y out. respect, or enforce the covenants
and obhgations of the Panty Bonds Ordinances by all iegel and equitable means, including specifically, but w~thont
lunlmtion, the use and fihng of mandamus proceedings m any com't of competent junsthcnon n~osmst the C~ty. ~ts
officmIs and employe~s.
Cb) CITY'S LEGAL AUTHORITY. It ts a duly c-reared and ex.sung home rule city of the Slate of Texas.
and is duly anthcnzed under the laws of the State of Texas to erente and issue the PimP/Bonds; all ucuon on its
pan for the creation and issuance of said obligations has been duly and effecuvely taken: nnd said obhglmons in the
bunds of the holders and owners thereof are and will be vabd and enforceable special obhgauons of the City m
uccordaz~¢ with thmf ir. amS.
lc) *ll'l'l.E. It has or will oblmn lawful t,dc to thc lands, bullthngs. ~mres. and fucfliues constllaung the
Systems; it will defend thc nde to all thc aforesmd lands, buildings, stozctures, and fucihheS, and every part thereof.
for thc benefil of the holders and owners of the Panty Bonds against thc claxms and demands of all persons
whomsoever, it is lawfully qualLfied m pledge the Net Revenues to the payment of thc Panty Bonds in the manner
prescribed herein; and It has lawfully exercised such rights.
(d) LIENS. It w~li from tune to time and before the stone become dulmquent pay and discharge all rexes.
assessments, and governmental charges, if any. which shall be lawfully imposed upon zt or thc Systems: it wdl pay
all lawful clmms for rents, royalties, labor, materials, and supplies which if unpaid might by law become a lien or
cha~e thereon, the hen of which would be prior to or interfere with the liens hereof, so that the pnmty of the liens
granted hereunder shaH be fully preserved in the manner provided herein: nnd it will not create or suffer to be created
any mechanic's, laborer's materialman's, or other lien or charge which might or could be prior to the liens hereof,
or do or suffer any matter or thing whereby the liens hereof ungla or could be onpatred; provided, however, that
no such tax. assessment, or charge, and that no such clanns which might be used as the basis of a mechanic's,
laborer's, matenalman's, or other lien or charge, shull be requn'ed to be prod so IonS as the vabthty of the same shall
be contested in good fn,th by the C~ty.
(c) OPERATION OF SYSTEMS; NO FREE SERVICE It shall conunuously and eflictently operate the
Systems end mamtmn the Systems in good condiuon, repair, and worlong order, all at rensonable cost. No free
service of the Systems shall be allowed, and should thc City or any of its agencies or msm~mentahties, lessees, or
concesmoenffes make use of the services and faciht~es of the Systems, payment monthly of the standard retml price
of the services provided shall be mhd,- by the C~ty or any of its agencies or mstrumen~lues, lessees, or
coecessionen'es out of funds from sources other than the revenues of the Systems.
(f) FURTHER ENCUMBRANCE. It shull not edthtionully encumber the Net Revenues m any manner, except
as permitted in thc Panty Bonds Ordinances m connection with Adthttonal Bonds, unless smd encumbrance is made
jumor and subotthnetc m all respects to the hens, pledges, covenants, and agreements of the Panty Bonds
Ordinances: but the right of the City to issue obhsattons payable from a suhordmate hen on the surplus Net Revenues
is specifically recogmzed and relained.
(S) SALE OR DISFOSAL OF PROPERTY, It shall not sell. convey, mortgage, encumber, lease, or in any
mauner transf~ nile to. or dede:ate to other use. or otherwise dm'lx~e of the Systems. or uny mgnificunt or substantml
pert thernof: provuled, however, that wben the City decms it nec~ss~ to dispose O[* any other proporty to other use.
Il may do so either whell ii has made anangements to replace the same or p~owde subshtutes therefor, or ii is
detemuncd by resolution of thc City Council that no such replacement m- substitute is necessary.
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(h) INSURANCE. It agrees to mamtmn insurance on the Systems. for the benefit of the holders or owners of
the Panty Bonds, of a I~nd and in an amonm which astrally would be carried by private companies engnged m a
sionl~ type of business m thc same area.
(0 RECORDS AND AUDITS It shall keep prop~ books, records, and accounts, separate from all otho-
books, records, and accounts, m which complete and co~eet ennies shall be mn,t~ of all transecuons relating to the
Systems. Upon written request made ant more than 60 days following the close of the fmc. al year. thc City shall
furnish to any holder of any Panty Bonds complete financml statements of thc Systems in reasonable detml covcnng
such fiscal year. certified by the C~ty's an&mi'. Any holders of 25% in pnncq~al amount of the Panty Bonds at the
tone outstanding shall heve thc right at all reasoonblc times to mspact the Systems and all rer. ords. accounts, and
dam of the City relating thereto
(j) GOVERNMENTAL AGENCIES. It has er will obtain and keep in full force and cffecl aH franchises.
penmts, anthonzauon, and other reqmremants apphcable to or necessary with respoct to thc acqmsmon, cons~mcuon.
eqmpment, oporat~on, and maintenance of the Systems. and it will comply w~th all of the terms and con&lions of
any and all francinses, pcrmds and authorizations apphcable to or necessary with respect to the Systems.
(k) NO COMPETITION. It will not operate, or grant any franchtse or. to the extent it legally may. permit
the acquismon, consn'ucuon, or opemtmn of. any facilities which would be m competition with the Systems. and to
the extent tlmt it legally may. the City will pmhlblt any such competing facthues.
Section 14. Amendment of Ordinance. (a) The holders of the Panty Bonds aggregat, ng m principal amount
51~ of the aggregate principal amount of then outstanding Panty Bonds shall have the right fi'om nme to time to
~'l~uve any amendment to this Ordinance which may be deemed nacessmT or desirable by the City: i~ovlded.
however, that without the consent of the holders of nil of the Panty Bonds at the *,me outmnding, nothing herein
contained shall permit or be construed to penmt the amendment of the terms and conth*,ens in this Ordinance or m
the Panty Bonds so as to:
(1) Make any change in the maturity of Ibc outstanding Panty Bonds:
(2) Reduce the rate of interest borne by any of the ontsten&ng Parity Bonds:
(3) Reduce the amount of thc pnncipal payable on the outstanding Panty Bonds;
¢4) Modify the terms of payment of principal of or interest on the ontstanthng Parity Bonds or impose any
conditions with respect to such payment;
(5} Affect the rights of the holders of less than all of thc Panty Bonds; or
(6) Change the minimum percentage of thc prmopal emonnt of Panty Bonds necessary for consent to such
amendment.
(b) If at any tune the City shall desire to emend thc Ordinance under this Sectmn. the City shall cause no*'ce
of thc pmposod emendment to be published in a t'manclal newspaper or journal publisbed in The City of New York.
New York. once dating each calendar week for at least two succes~ve calendar weeks. Such nouee shah b~cfly
SCl forth thc nature of the proposed amandmenl and shall state that a copy thoreof is on file at thc principal offtce
of the Paying Agcnt/Regislrm- for mspec*'on by all holders of Panty Bonds Such pablicatlon is not requmxl.
however, if notice in wnung is given to each holder of the Panty Bonds.
(c) When at any time nm less than 30 days. and within one year. from the date of the f'~t publication of said
notice or other service of written nouce, the City shall receive an insmanent or instruments executed by the holders
of at least 51% in aggregate principal amount of aH Panty Bonds. which instrument or insUuments shall refer to the
proposed amendment described in smd notice and wfuch specifically consent to and approve such amendment m
substanuaHy the form of the copy Ihereof on file with the Paying Agcnl/Registrm'. the City Council may pass the
emen0atory ordinance in substanUally the same fonn.
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(d) Upon the passage of any nmendatory ordinance pursuant to the provisions of this Sect*on. flits Ovdumnce
shah be decried to be amended tn accmdance with such nmendmm'y ordmanen, and the respective tights, dunes, and
obhgations under tbis Ordinance of thc Oty and all the holders of Panty Bonds shall thereafter be detenn,ned.
exercised, and enforced hereunder, subject tn all respects to such amendments.
(e) Any consent given by the holder of a Parity Bond pursuant to the provimons of this Sect*on shall be
m*cvocable for a purred of' six months from the date of the First pubhcatmn of the nonee tt~ovided for in this Section.
and shall be conclusive and binding upon ali future holders of the same Panty Bond during such period` Such
consanl may be revoked at any lime after six months from the date of thc In'st publication of such not*un by thc
holder who gave such consent, or by a sacenssor in title, by fihng notice thereof with the Paying Agent and the City.
but such revocation shall not be effective if thc holde~ of 51% in aggregate p~nclpal a[]Oant of thc Panty Bonds
as In this SecLion del'mud Imvc. Imm' to thc attempted revocatmn, consented to and approve the amendment
(f) For the purpose of thru Secuon thc fact of` the holding of Parity Bonds issued in registered ~'~sJ, without
coupons and the amounts and numbers of such Parity Bonds and thc date of then' holthag same shall be proved by
thc Registration Books of thc Paying Agonl/Rcglslrer. The City may conclusively assume that such ownership
conunucs un*si wrsaen notice to thc contrary is served upon the City.
(g) The foregoing provisions of this Sectmn notwlthmanding, the Oty by action of the City Council may
amend this Ordinance for any one or more of the followmS purposes:
(1) To add to the covenants nnd agreements of the City in flus Ordinance contained, other covenants and
agreements thereafter to be observed, gram addi*.oosl rights or remedies to bondholders, or to suffender.
resmct, or Imilt any right or power herein resexved to or conferred upon the City:
(2) To make such provisions fof thc propose of cunng any ambiguity, or ctmn8, cow~ectmg, or supple-
mentmg any defectJve provision continued in this Ordinance. or in regard to clarifying malters or qucstmns
arming under Ilus Ordinance. as are necessary or desirable and not contrary to or mconsistent with th~s
Ordinance and which shall not adversely affect the interests of the bulders of the Panty Bonds:
(3) TO modify any of thc provisions of this Ordinance [] any other respecl wherever, provided that
such modification shall be. and be expressed to he. effective only after all Panty Bonds outstanding at the dine
of the adopuon of such modification shall cease to be outstanding, and (u) such []odificat~on sludl be
speclf'~.afly refused to [] the text of all Additional Bonds issued after the date of the adoption of such
modification.
Section IS. Dt*mnaed. Mutilated, Lost, Stolenv or I}es~.y~ Boucle_ (a) In the event any outstendmg Bond
is damaged, muuinted` lost. stolen, or destroyed` thc Paying Aganl/Reglstrm' shall cause to be printed, executed, and
delivered, a new bund of the same prm[]pal amount, r~n~*qty, and interest role. as the damaged, mutilaled, lost.
stolen, or destroyed Bond. [] replacement fro' such Bond [] the manner hereinafter provided.
(b) Application for replacemenl of damaged, mut*lated, lost. stolen, or destroyed Bonds shall be made to the
Paying Agent/Registrar. In every case of loss. theft, or destrnct*on of a Bond, thc applicant for a replacemanl bond
shall furnish to thc City and to the Paying Agenl/Regtstsur such security or mdemnity as may be requffed by them
to save each of them bunnless from any loss of damage with respect thereto. Also. m every case of loss. theft, of
destruct.on of a Bond, the applicant sludl furnish to the City end to the Paying Agent/Regmtrar evidence to then'
~ts~faction of thc loss. theft, or dsslrnc~on of such Bond. as the case may be. In every case of damage or mutilation
of a Bond. the applicant shall smrender to thc Paying Agant/RagLstrm' for cancellation the Bond so damaged or
matdated
(c) Nor. vt*hstandmg the foregosag pmvimons of this Section. [] the event any such Bond shall have matured.
and no default has occurred which is tben cont[][]ng In lite payment of thc pllnclpel of. redampt*on prem[]m. If any,
ce lite.st on the Bond the City may authof~ze the payment of the same (without surrender thereof` expuct in the
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case of a damaged or muulated Bond) instead of ~ssu[]g a repincemcm Bond. prov~d secmity or []dem[]ty ~s
formshed as above provided []thss Secuon.
(d) Prior to the issuance of any repinenment bond. the paying Agent/Registrar shall charge the owner of such
Bond with all legal, punt]rig, and other expenses tn connection therewxth. Eve..~y replacement bond ~sund pursuant
to the provis~oas of this Sec,on by vn'lue of the fact that any Bond ~s lo~t. stolen, or destroyed shall constztute n
contractual obhgadon of the City whether or not the lost. stolen or destroyed Bond sludl he found at any un'ne, or
he enforceable by anyone, and shall he cut]deal to all the benefits of thxs Ordinance equally and propertumately with
any and all other Bonds duly issued under thru Ordinance.
(e) In accordance with Secuon 6 of Amcle 717k-6. V T.C.S.. this Secuon of this O~hannce shall consumte
authority for the ~ssuance of any such replacement bond without necessity of timber action by the govermng body
of the City or any other body or person, and the duty of Ibc replacement of such bonds ss hereby authorized and
imposed upon the payreg Agenl/Regsslrnr. and the paying Agenl/ReF~strar shah authenticate and dehver such bonds
in the ~)nn and manner and with the effect, as provided in Secuon 4(d) of thxs Ordinance for Bonds sssued []
exchange for other Bonds.
Section 16. Defeasance of the Bond.~=. la) Any ~ and the interest thereon shall he deemed to he prod.
rented, and no longer outstanding (a "Older Bond") within the meaning of this Ordinance. except to the extent
pfovnied m subsecnon lc) of this Sect[]n. when payment of the prmcqml of such Bond. plus interest thereon to the
due date (whether such due date he by reason of []ntunty. upon redemption, or otherwise) either ¢1) shall have been
made or caused to be made in accordance with the terms the~of (luclnding the 8zvmg of any tr~lmred nonce of
redempUon), or Cu} shall have been prom(led for on or before such due date by n'revucably depomung with or malung
avndable to the Pnyxng Agenl/Re~strar for such payment ( 1 ) lawful money of the Umted Slates of America sulTsclent
to make such payment or ¢2) direct obhgalmns of the United States of America. or obhga~ons the ptincxpal of and
interest on whxch ~e ancondmonnily guaranteed by the Umted States of Ame~cn. which my he Umted Slates
Treasury obhgnuons such as its Slate and Local Government Series. nnd which may be book entry fo,,, (herem
"Government Obhgauons") which nmtore as to I~mc~pal and interest in such amounts and at such Ume as will []sure
the avndablhty, without remvestment, of sufficient money to prowde for such payment, and when proper
arrangements have been made by the City with the Paying Agent/Rellsslrm- for tho payment of ~ts services until all
Older Bonds shall have become due and payable. At such tune as n Bond shall be deemed to be a Older Bond
hereunder, as nfore.~azd, such Bond and the mtet'est thereon shall no longer he secured by. payable from. or entitied
to the benefits of. the revenue hereto levied nnd pledged as provided in th~s Ordinance. and such principal and
interest shall he payable solely from such money or Government Obhsat]ons.
lb) Any money so deposited with the Paying AgenUReg~u~u nmy at the written threction of the City also be
xnvested as heremhefore set forth, nnd all income from such Government Obhgat]ons received by the Paying
Agent/Registrar whnch is not required for the payment of the Bonds and mtn-cst thereon, with respect to wi-ach such
money has been so deposited, shall be tm-ned over to the City. or deposited as (hrected in writing by the C~ty.
lc) Unul all Older Bonds shall have become due and payable, the Faymg Agent/Regnant shall perform the
services of Pa3qng Agenl/Regsslrar for such Older Bonds the same as d' they had not been older, and the Cxty shall
make proper nnangoments to provide and pay for such services as req[]red by this Ordmanen
Section 17. Tax Covennnls. The City covenants to take any act]on to assure, or red, ram fz'om any action
which would adversely affect, the treatment of the Bonds as obligatnms described in sect]on 103 of the Intemni
Revenue Code of 1986. as amended (the "Code"}. the interest on winch ts not includable in the "gross ~ncome" of
the holder for p[]Imses of federal income laxaUon. In furtherance thereof, the City covenants as follows:
la) lo take any acnon to assure thai no more than 10~ of the prucecds of the Bonds (less amounts deposxted
to a reserve fund. if any) are used for any "imvate business use". as de£med in secoon 141(b)(6) of the Code or. xf
more than 10% of the proceeds are so used. that amounts, whether or not received by the City. with respect to such
17
{mvate business use, do not. under the roms of th,s Oniinunce or any tmderlymg arrungement, duectly or mdireclJy.
secure or prowde for the payment of more than 10% cE the del~ service on the Bonds. m conuavention of section
141COX2) of the Code;
(b) to lake any action lo assure that tn the event dm the "pnvmc business use" descnhed ,n subsacaon (a)
hereof exceeds 5% of the proceeds of the Bonds (less amounts deposited into a reserve fund. if uny) than the namunl
in excess of 5% is used for a "private bumness use" winch ss "related" and nat "thsproporuonntc". within the meaning
of section 141(b)(3) of the Code. to the governmental use:
(c) to take uny action to assure that no amount which is greater than thc lesser or' $5.000.(X)0. or 5% of the
proceeds of thc Bonds (less amounts deposited into a resc~,e fund. d' uny) is dJrecfly or tntfirecdy used to l'lnunce
loans to persons, other than mae or local 8overnmunlal units, in contravention of section 141(c) of the Code;
(d) to ref:mm from taking uny nctmn which would otherwise result m the Bonds being u'eated ns "lX4vate
activity bonds" within the meaning of scedon 141fa) of the Code;
(e) to refrmn from talmlg uny action ilml would result m the Bonds being "federally guaranteed" Milun the
meamng of section 149(b) of the Code;
(f) to re(ram from usm8 uny portion of the proceeds of the Bonds, dtrectiy or indirect(y, to acquire or lo
replace funds wluch wese used. directly or inthrecdy, to acquire mvestmem property (as defined in seclmn 148lb)f2)
of the Code) winch produces a matenaUy higher y~eld over the term of the Bonds, uther than investment property
acquired with --
(I) proceeds of the Bonds invested for a reasonable temp~my period of three years or less until such
proceeds are needed for the purpose for which the Bonds are issued.
(2) amounts invested m a bona fide debt service fund. Milun the meamng of section I 103-13(b)(12)
of the Treasury Regulatmns, and
(3) ,unounts deposited in uny rcasonnbly required reserve or replacement fund to the extent such
amounts do not exceed 10% of the proceeds of thc Bonds:
(g) to otherwise resmct thc use of the proceeds of the Bonds or amounts treated as pmcceds of the Bonds.
as may be necessary, so thai the Bonds do nm otheflvise contravene the requirements of section 148 of the Code
(relating to arbitrage) and, lO thc extent apphcable, section 149(d) of the Code (relating to advance refunding):
(h) to Fay to the United Slates of Ameflca at least once dtn~n8 each five-year period (begmnan8 on thc date
of dehve~y of the Bonds) un amount that is al least equal to ~0% of the "Excess Earnings", within the meunm8 of
section 148(0 of the Code und to Fay to the United States of America, not later than 60 days after the Bonds have
been prod in full, 100% of the amount then required to be IMid as a result of Excess Enrmnss under sectmn 148(f')
of the Code: nd
(l) to mamtmn such records as will enable the City to £alt'dl its responmbiliues under this section und section
148 of the Code and to relam such records for at least six years foifuwmS the final payment of principal und interest
on thc Bonds.
It is thc understenthng of the City that the covenunts contained hereto nre intended to assure compliance with the
Code und uny regulations or rulings promulgated by the U.S. Department of the Treasury pursuun! thereto. In the
event that regulmmns o~ ruhngs are berenfter lxmnuigated which modify, o~ expand provmons of the Code, as
applicable to the Bonds. the City will not be reqmrud to comply with any covenant contmned herein to thc extent
thal such mothf'-.'atlna ~ expansion, in the opinion of nunonally-recogntzed bond counsel, will not adversely affect
the exemption from federal income texntlon of interest on the Bonds under sectmn 103 of the Code In the event
thnt reguinhons or ruhngs are hereafter promulgated which impose adthtmnai rcquucments which nrc applicable to
18
the Bonds. the City agrees to comply w~th the ndd~ req[]rements to the extent necessmy, in the opinion of
nndonally-rncogmzcd bond counsel. Io preserve the exemption fi'om fedora] income my. anon of mt~asl on the Bonds
under sectmn 103 of the Code.
Sec'lion 18. Sale and Delivery of Bonds (a) Sale The Bonds are hereby sold to Pmdentml Securities
Incorporated 9nd shall he delivered as soon as possthle.
lb) Lenal Oainion. The Purchaser's obli~r, ation to accept dehvery of the Bonds ts subJeCt to their being
fornmhed mi opinion of Akin. Oump. Strauss. Hauer & Feld. L.I.,.P.. Attorneys. such opinion to be dated and
dehvmed as of the dste of delivery nmi payment for the Bonds.
(d) Renistration and Delivery. Upon thc regmtratmn of the Imtial Bond. the Comptroller of Public Accounts
of the Smtc of Texas is authorized and instruct to dehver thc Imtml Bond pursuant to thc msln~cflon of thc Mayor
for delivery to the Purchaser
Section 19. Use of Procands. The proceeds f~om the snie of the Bonds shall be as iollows: (1) accrued in.rest
on the Bonds shali be deponited to the crecht of the Bond Fund and (ii) the balance of the proceeds shall be deposited
to a constructmn fund held at the City's depositmy bank and used for the porposm herein described.
Section 20. Pavinn Anent/Re~m'ar Anreement. Thc Pnym~ Agent/Relitstrar Agreement, between the Cily
mid Texas Commerce Bmik Nanonal Asancmfion. Houston. Texas attached hereto ns Exlublt "C" ts hereby approved.
and the Mayor ts authorized to exucule and the City Secrelmy is anthonzed to attest seine.
Seetion 21. Mlaeellnneons Provisions. fa) Titles Not Restrictive. The flues asmgned to the various sections
of this Ordinance are for convenience only and shall not be considered resmcuve of the subJect matter of any section
or of any part of this Ordinance.
Preamble Adooted. The preamble to this Ordmmice ts hereby adopted as a pan of the Uus Ordinance
(c) Inconsistent Provisions. All orders and rusoluuons, or parts thereof, which are [] confhct or inconsistent
with any pmvmton of this Ordmnnce me hereby repealed and declared to be inapphcable, and the provisions of dus
Ordinance shall be and t~*mmn controlhng as to the matters prescribed hcrcm.
(d) Severability. If any word. phrase, clause, paragraph, sentence, part. pomon, or provision of this Ordinance
or the application thereof to nny person or circumstance shall be held to be mvnhd, the remainder of this Ord[]ance
~dl ncvesxheless be vahd mid the City hereby declares that tlas Ordinance would have been enacted without such
mvahd word, plume, clause, paragraph, sentence. ~ portion, or provtmons.
(e) Governing Law. This Ordmance shall be construed and enforced tn accordance with the laws of the Slate
of Texas.
fO O~en Meetinn. The City officJally finds and detcrm[]es that the meeting at which thru Ordinance m
adopted was open to the pabhc: and that pabiic nonce of the nme. place, and purpose of such meeung was given.
all as required by Chapt~ 551. Texas Govenmient Code.
(g) Amendment and Re~tatemont of Ordinnnee #2081. Ordinance #2081. adopted by the Cooncd on August
25. 1994. is hereby amended and restated in its cnnrety by this Orthnance.
19
(h) Immediate Effect. Notwllhsumdmg any charter provlmon or odter applicable laws. thru Ordinance shall
~mmedmS~!y effCChVC upon its adoptmn by Ihc City Council.
PASSED AND APPROVED Ih~s September 22, 1994.
/s/Conme Hooks
C*ty Secretary. City of College S~mn. Texas
(CITY SEAL)
/s/ Larry J R~ngcr
IVlayor, City of College Smlmon, Texas
EXHIBIT A
Paying A~ent/Reuislmr Agreement
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into ns of October 1. 1994 (the "Agreement").
by and between the CITY OF COLLEGE STATION. TEXAS (the "Issuer"). and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION. Houston. Texas. a bankang assueiauon duly organized and exrstmg under the laws of
the Um~ed Stoles of Amenc., (the "Bank").
RECITALS
WHEREAS. the Issuer has duly anthonzed and pmwded for the issuance of its "City of CoUagc Slauon. Texas
Uldlty System Revenue Bonds. Series 1994" {the "Securities"). such Seeunues to he issued in fully registered form
only as to the payment of prmcipal and interest thereon;
WHEREAS. the Securities are scheduled to he dehvered to the unlial purchaser therunf as provided in the
"Ordinances" (hereinafter dermal):
WHEREAS. the Issuer hns seleeted the Bank to serve as Paying Agent/Re~slrar m connection with the
paymenl of the poncipal of. premmm. ~f any. and m~rest on the Securities and with respect to the regmlratmn.
u'ansfer, and exchange thereof by the registered owners thereof:
WHEREAS. the Bank has agreed to serve m such capacili~ for and on hehalf of the Issuer and has full power
and authority to perform and serve as Paying Agenl/Regtstrar for the Sccunues;
NOW. THEREFORE. it rs mutunlly agreed as follows.
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Seetion 1.01. AODOlntment. The Issuer hereby appmnts the Bank 1o serve as Paying Agent with respecl to
the Seem'ales. As Paying Agent for the Securities. the Bank shall be responsible for paying on behaff of the Issuer
the pnnclpal, premium 0f any). and interesl on the Securiues as the same become due and payable to the ragtstered
owners thereof, all m accordance with this Agreement and the Ordinance.
The Issuer hereby appomls the Bank as Reglmrar with respect to the Securilies. As Ragislrar for the Secmtlies.
the Bank shall keep and mamtmn for and on behalf of the Issuer books and records as to the ownership of smd
Securine.~ and wtth respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appomunent, and agrees to se~e ns the Paying Agent and Regislrer for the
Seeunlies.
~etlon 1.02. Compensation As compansaaon for the Bank's ,services as Paying Agent/Registrar. the Issuer
hereby agrees to pay the Bank the fees and nmounts set forth in Schedule A allanbed hereto for the first year of this
Agreement and thereafter the fees and amounts set forth m the Bank's current fee schedule then in effect for services
as Paying Agent/Registrar for municipalities, which shah be supplied to the Issuer on or before 90 days Imor to the
close of the Fiscal Year of the Issuer. and shall be effective upon the first day of the following Ftscal Year.
In adthtion, the Issuer agrens to re~mbm~c the Bank upon its rcqeest for all reasonable expanses, disbursements
and advances recurred or made by thc Bank in accordance with any of the provisions hereof (incledmg the
reasonable compensation and the expenses and thsbarsements of ~ts agents and counsel).
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ARTICLE II. DEFINITIONS
Section 2.01. DeFinitions. For all proposes of this Ag~ement. except as olherw~se expressly provided or
unless thc context otherwise requires:
'Bank Office" raeans the designated corporate gust office of the Bank as radtcatcd on thc signature page
hereof The Bank will notify the I,tsuer ra wn*,ng of any change in location of the Bank Office.
"F~seal Year" means ,he fiscal year of the Issuer. ending Septemher 30.
"Holder" and 'Secumy Holder" each means thc Person in whose name a Secumy ,s registered in the Security
Register.
"Issuer Request" and "Issuer Order" means a written request or order al{ned Jn thc name of the Issuer by the
Mayor of the Issuer. thn Du'ector of Finance of the Issuer. the City Adm,rasUator. of the C,ly Secretary of the Issuer.
any one or more of said officials, del,vcrcd to thc Bank.
"Legal Hol~lay" means a day on wh.ch the Bank ts rcqmred or authorized to he closed.
"Ordinance" mean thc ordinance of the govern]ns body of the Issuer pu~uant to which the Sccrmues arc
,ssued. ceruf~.-d by the City Secretary or any other officer of the Issuer and dehvered to lime Bank.
"Person" means any ,ndivalmd, co--on, parmcrsh,p, Joint ventm'c, assuemt]on, jotul stock company, gust.
unincmpomted ofgan,zatqon or government ~ any agency or pohtlcal subdlvtslon of a government
"Predecessor Securities" of any particular Secrmty means evcmy pmvmus Security evidencing all or a IXX'bno
of the ssmc obhgatlon as thai evidenced by such parucuJar Security (and. for the purposes of flmis defin,Uon, any
rautilated, lost. destro)cd, or stolen Security for wh,ch a replacemcn, Security has been registered and delivered in
hcu thereof pursuant to Secuon 4.06 hereof and thc Ordinance)
"Redemption Date" when used with respect to any Bond Io be redeemed means the date Fuzed for such
redemption pursuant to thc terms ol the Ordinance.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vtce-Chaimum of the Board
of Directors. the Chamnan or Vice-chau'man of the Executive Corarmttee of the Board of D,rectors, the Pressdent.
any Vice P~stdent. the Secretary. any Asstslanl Secretary. the Treasurer. any Assistant Tre,ssure~. the Cash,er. any
Assistant Cashier. any Trust Officer or Assistant Trust Officer. or any other officer of the Bank customarily
performing £uncuons s, rrmha'to those performed by any of the above demgnated officers and also raeans, with respect
to a Ix~ticalar corpornte Irust mailer, any other officer to whora such raatter ts referred because of lus knowledge
of and famihanty with the particular subject.
"Security Rcgtster" means a register malnatmcd by thc Bank on hehalf ol' the Issuer provJdmg for thc
registration and gunsfer of the Secunuas.
"Stated Maturity" raeans thc date specified in the Ordinance the principal of a Securlly is sehedaled to bo dun
and payable.
Section 2.0Z. Other Deirmitinns. The terms "Bank," Issuer." and "Secunues (Security)" have the meanings
as,vagued to them in the mellal para{pa, phs of this Agreement.
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The term "Paym8 Agent/Rnglslrsr" rulers to the Bank rs the performance of the duties and fanct~ons of tlus
Agn'ecmant.
ARTICLE ltl PAYING AGENT
Section 3.01. Duties of Pavina Agent. As Paying Agent. the Bank shall, provided adequate collected funds
have been provided to it for such p~ by or on behalf of the Issuer. pay on behalf of the Issuer the Ixincipal of
each Security al its Stated Malunty. Redemption Date, or Acceleration Date. to the Holder upon surrender of the
Security to Ihe Bank al the Bank Office.
As Paying Agent. the Bank shall, provided adequate collected funds have been p~wnded to it for ~uch patpo~e
by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Secumy when due. by corsputing the
amount of interest to be ~ each Holder and preparing and sending checks by United Slales Marl. £u'st class postage
prepmd, on each payment date. to the Holders of the Securities (or then' Predecessor Sec~mlaes) on the respecuve
Record Dale. to the address appennng on the Security Register or by such other rsethod, acceptable to the Bank.
requested in wrtfing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby msl~ucts the Bank to pay the pnncnpal of and interest on
the Sncun-es on the dates specified m the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Secud~ Ragister - Transfers and Exchanges. The Bank agrees to keep and mamtmn for and
on behalf of the Issuer at the Bank Office books and records (hereto someUrsus referred to as the "$ecmaty Register")
for recordlag the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of
the Sceunt~es, and the payment of the principal of and interest on the Seennlles to the Holders and contamrsg such
other rsformalaon as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer
and the Bank rsay prescribe. All transfers, exchanges, and replacersent of Secure,es shall be noted in fun Security
Rnl0ster.
Every Security surrendered for transfer or exchange shall be duly endomcd or be accompamed by a written
instrument of transfer, the .~gnalure on which has been guaranteed by an officer of a federal or state bank or a
mersber of the National Assocmtton of Securities Deale~, in form satisfactory to the Bank, duly executed by the
Holder thereof or lus agenl duly authorized in writing.
The Bank may request any supporting documantatton It feels nucesss~ to effect a re-regtstraaon, transfer, or
exchange of the Secunlaes
To the extent posstble and under reasonable cucursstances. Ihe Bank agrees that. in relahon to an exchange
or transfer of Securities. the exchange or transfer by the Holders thereof will be corspleted and new Securotes
delivered to the Holder or the assignee of the Holder in not rsore than three business days after the receipt of the
Secunues to be cancelled m an exchange or transfer and the wmten instrument of wensfer or request for exchange
duly executed by the Holder. or his duly authorized agent, in form and rsanner smisfactory to the Paying
Agenl/Reglslrar.
Section 4,02. Certificates. The Issuer shall provide an adequate rsventoty of prrsled Securities to facihtate
transfem or exchanges thereof. The Bank covenanls that the inventory of printed Secunues wtll be kept tn
eafekecpiag pendtng then' use, and reasonable care will be exercised by the Bank rs rsatntammg such Securities in
safekeeping, whtch shall be not less than the care mamtmned by the Bank for debt secutiaes of other pohucal
subdiv~stons or corpomuons tor which it serves as registrar, or thai is rsaintsmed for its own securlUes.
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Section 4.0J. Form of Security Renistcr. The Bank, as Rcglslrar. will ri•intron the Security Register relating
to the reg~slration, payment, transfer, and exchange of thc Securities in a~cordance wtth thc Bank's genond pracuces
and procedures m effect from time to tone. The Bank shall not be obhgated to ma•lan such Secumy Regnster []
any form other than those which the Bonk has curreatly avatlable and currently utilizes at the nme.
The Security Register may be mamtmned [] wmten form or [] any other fonn capable of hcmg converted into
wmten foam within a reasonable ume.
Section 4.04. List of Security Holders. The Bank wall provide the Issuer at ony time requested by thc Issuer,
upon pay•em of the reqon'ed fee. a copy of the •formation contained in the Seeunty Register. The Issuer may also
inspect the information coutamed [] the Secumy Register at any nme the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an up-to-date li~t[]g or to convert the []for•alma []to
written form.
Unless requued by law, the Bank wdl not release or thsclose the contents of the Secumy Regaster to any
person other than to. tx at the written request of. an anthortzed officer or employee of the Issuer. except upon receipt
of a cot• order or as otherwise requt~l by law. Upon receipt of a court order and prior to the release or disclosure
of the contents of the Security Register. the Bank will notify the Issuer so thai the Issuer may contest the court order
or such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Cectifieatas. The Bank wall, at such reasonnble mtervals as it determ[]es.
surrender to the Issuer, Securities in lieu of which or in exchange for which other Securiues hnve been tssued, tx
which have been prod
Section 4.06. Mutilated. Destroyed. Lorn or Stolen Securities. The I~sucr hereby mstructs the Bank. subject
to thc apphcablc provisions of thc Ordinanee. to dehver and issue Securt,es tn exchange for tx in hcu of mutilated.
deslroyed, lost. or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank. m its dlscreuo~, may execute
and deliver a replacement Security of like form and tenor, and in thc same denominatmn and bearing a number not
contemporaneously outstandmg, in exchange and subsutetlon for such []utlinted Security, or [] lieu of and []
subsutut~on for such destroyed lost or moien Security, only after fi) the filing by the Holder thereof with the Bank
of evidence satisfactory to the Bank of the deslmctlon, loss, tx thefl of such Segunty. and of thc authantlcity of the
owuersh]p thereof ond fa) the furnishing lo the Bank of []de, mn]fica.on in an amount satisfactory to hold the Issuer
and thc Bank harmless. All expanses and charges assocmted with such indemmty and with lite p~paratton.
executico, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, tx
destroyed, lost. or stolen
Section 4.07. Transaction lnformntion to Issuer. The Bank will, with• a reasonable tnoc after receipt of
wnUen request from the Issuer. furnish the Issuer information as to the Secunues ~t has prod pursuant to Section
3.01. Secunlles it has delivered upon the Iransfer tx exchange of ony Securities pursuant to Seetmn 4.01, and
Sectmu~ it has delivered in exchange for or m lieu of mutdated, destroyed, lost. or stolen Secuntias pursuant to
Section 4.06.
ARTICLE V. THE BANK
Section S.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use
reasonable care ~ thc performance thereof
Section $.02. Reliance on Documents. Etc. (a) The Bank may conclusively rely. as to the troth of thc
statements and correctness of the op~mons expressed therein, on eerm]cates or oponons fur•shed to the Bank.
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(b) ~ Bank shall not be habit for any error of judgment made in good fuith by a Responsible Officer. unkss
shall be p~oved thai the Bank w~ negh~ent m ascedlmn]ng the pertmcat facts.
(c) No provss~ans of this Agreement shah reqmre the Bank to expend or risk tis own funds or otherwise recur
any financnd lmbillty for perfu~ mance of any of ill datles hereunder, or in the exerctse of any of ill rights or powers,
tf tt shah have reasonable grounds for behev[]g that repayment of such funds or adequate mdemmty satisfactory m
at against such risks or Imbd]ty m not assured lo it.
(d) The Bank may rely and shall ha protected in acting or refrmmag from acuag upon any resolution.
certdicate, slatement, msUument, opinion, report, notice, request, chrecuon, consent, order, bond. nme, security, or
other paper or document beheved by it to be genmne and to have been signed er presented by the proper party or
parties. Wtthonl lunmag the 8enerahty of thc toregolag slatement, the Bank need not examine the ownerslup of any
Secunues. but ss p~otected in acting upon receipt of Secuntscs contmmng mt endorsement or instruction of wansfer
or power of transfer whsch appears on tls face IO be stgnnd by the Holder or an agenl of the Holder. The Bank shall
not be bound to make any mvesugahon into the facts or matters staled in a resolution, cemficate, statement.
instrument, ops[]on, report, notsce, request, dn.ectxon, consent, order, bond. note. security, or other peper or document
supplied by Issuer.
(e) The Bank mny consult with counsel, and the wntten ndvtce of such counsel or any opinion of counsel shall
be full and complete anthonzatton and protection with respect to any ncuon taken, suffered, or omitted by tt
hereunder m good fnsth and m ]'chance thereon.
(f} The Bank may exeretse any of the powers hereunder and perform any dot[]s hereunder edher dn.ecdy or
by or through agents or attorneys of the Bank.
Sectinn $.03. Reeitals of Issuer. The recitals coatamed hereto with respect to the Issuer and m the Secuntses
shall he taken as the statements of the Issuer. and the Bank assumes no responSlbthty for then' correctness.
The Bank shall [] no event he hable to the Issuer. any Holder or Holders of any Security. or any other Person
for any amount due on any Secunly from its own funds.
Section 5.04. May Hold Seeurilies. The Bank. [] sll in&wdual or any other capacsty, may become the owner
or pledgee of Securities and may otherwise deal with the Issuer with the same rights JI would have if ti were not
the Paying Agenl/Repsttar, or any other agent.
Section $.0~. Monev Held by Bank. The Bank shall deposit any money received from the Issuer into a Irust
account to be held [] trust for the payment of the Secunttes. wtth such mouny m the account that exceed the depostt
insurance, avn.lable to the Issuer. prov~ed by the Federal Deposst Insurance Corporation to he fully collateraltznd
wsth secunttcs or obhganons that arc chg~ble under thc laws of the Stale of Texas to secure and be pledged as
collateral for tmSl accounts unul the pnnc]pal and interest on such secuntses have been p~sented for payment and
paid to the owner thereof. Payment.~ made from such trusl account xhall be made by check drawn on such trust
account unles~ the owner of such Secunttes shall, at its own expense and rtsk. requesl such other me(hum of
paymenl.
All funds at any amc and from Lane to nme pmvtded to or held by the Bank hereunder shall be deemed.
consla'ued, and considered for all purposes as being provided to or held by the Bank m trust. The Bank
acknowledges, covenants, and represents that ti ts acung heretn [] trust tn relation to such funds, and is not aeceptmg.
holding, admsmstenn§, or applying such funds as a banking depository, but solely as a paY[]8 agent for and on
behalf of thc Security thereto. The Holders shall be entitled to the same preferred claim and first hen on the funds
so prowded as ate enjoyed by the beneficmnes of trust funds generally. The funds provided to the Bank hereunder
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shall not be subJeCt to warrants, drafts or checks drawn by the Issuer and. except as expressly pmvldnd herean, shall
not be subJect ~ compromise, setoff, or other cha~c or diminution by the Bank.
The Bank shaft be under no babd~ty for interest on any money received by it hereunder.
Subject to ~ unelatmed property laws of the Slate of Texas and any prows~ons in the Ordinance lo the
contrary, any money depostted w~th the Bank for the payment of the principal, premium (,f any). or interest on any
Security and rernmnmg unclaimed for Ilune yems after f'mal matumy of the Security has become due and payable
wall be prod by the Bank lo the ~ssuer. and Ihe Holder of such Security shall thermu~r look only lo the Issuer for
payment thereof, and afl hahihiy of the Bank wab respect lo such money shaft thereupon cease. If the Issue~ does
not elect, the Bank is duected to reporl and dispose of the funds m comphance w~th Title 6 of the Texas Property
Code. as amended.
Section $,06. Indemnification. To the extent permxtlod by law, the Issuer agrees to mdemmfy the Bank for,
and hold it harmless agemst, any loss, habihty, or expense mcarred wtthont negligence or bad froth on tls part.
anatng out of or m connecUon w~th ils acceptance or admunstrerion of tls duties hereunder, including the co~t and
expense agemst any clmm or Itabthty in ennnect~on wath the exerease or performance of any of tls powers or detaas
under tins Agreement.
Seefion S,07. Interpleader Thc Issuer and the Bank agree that the Bank may seek adjudication of any
ndversu clann, demand, or conlroversy over its person as waft as funds on depostt, in either a Federal or State
Dzstrict Court located m the Stale and County where either the Bank OITtce or the ndministratxve of~ces of thc Issuer
ns located, and agree that service of process by cerufied or registered matl, ~ receipt requested, lo the nddre.~S
referred to m Sectton 6.03 of this Agreement shall constitute adequate servtce. The Issuer and the Bank further agree
that the Bank has the right lo file a Bill of Interpleader m any court of competent juristhCtlon lo determine the rights
of any Person clatming any interest herein.
Section S,08. Deuositorv Trust Company Serviee~. It ~s hereby ~ted and warranted that. m the event
the Securities are otberwtsu qualified and accepted for "Depository Trust Company" survlces or eqmvaletu depository
trust servtces by other organizauon,, the Bank has the capabihty and, lo the extent within ~ls control, will comply
wtth the "Opemuonal Arrangements." effecluve August I. 1987, whach eslabhshes reqmremenls for securities lo be
ehg~ble for such type depository trust servtces, ~acluchng, but not hm~ted to, requirements for the timeliness of
payments and funds av~ulabthty, Iransfer turnaround ume. and notnficauon of redemptsons and calls
Section $.09. Reportinn Requirements of Paying AoentTR~i~tmr, To the extent requirt~l by the Code and
the regulations promulgated and pertaining thereto, it shah be the duty of the Paying Agenl/Registrar. on behalf of
the Issuer. to report to the owners of the Bonds and the Internal Revenue Service (i) the amount of "reportable
payments", tf any. subJect to backup wtthholding during each year and the amount of tax wtthbeld, if any. with
respect to payments of the Bonds and (d) the amount of anteresl or amoanl treaung as mter~ on the Bonds and
requsred to be included m gross income of the owner thereof.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 6,01. Amendment. Th~s Agreement may be amended only by an agreement at wnung sag, ned by both
of the pames hereto.
Section 6,02. Assignment. Thas Agreement may not be ass~gnnd by e~ther party without the prior written
consent of the other.
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Section 6.03. Notices. Any request, demand, enthonzunon, direction, notice, consent, wmver, or o~her
documenf provided or permitted hereby to be gtven or fermshed to the Issuer or the Bank shall be mmled or
deliven~l lo the Issuer or the Bank. ~peeuvely. at the addresses shown on the stgnature page of this Agreement.
Section 6.04. Efl~t of Headings. The Article end Sectson headings herein are for convemence onJy and shall
not affect the consUuction hereof.
Section 6.05. Succe~ors ond A~ions. All covenenls end agre. emenls hereto by the Issuer shail brad ils
successors and asstgns, whether ro expressed or not.
Section 6.06. Severabilit~,. In case eny provision hereto shall be invalid, dlegal, or unenforceable, the
vahdity, legality, and enforceab~hty of the remaining provisloas shall not [] eny way be affec~'d or nnlunred thereby.
Section 6.07. Benefit. Nothing here[], express or ~nplled. shall give to any Person, other then
the pomes hereto and rhea- successors hereunder, any benefit or any legal or equitable righl, remedy, or claim
hereunder.
Section 6.0~. Entire Anreement. This Agreement and the Ordmence constttute the entire agreement between
the parties hereto relnave to the Bank acting as Paying Agenl/Regislrar and if eny confhct exrsls between th~s
Agreement end the Ordinance, the Orthnence shall govern.
Section 6.09. Counterparts. 'Flus Agreement may he executed in eny number of countetperts, each of which
shall be deemed en ong[]aJ end all of wlach shah constitute one and the same Agreement.
Section 6.10. Termination. This Agreement wall terminate (l) on the date of final payment of the princ]pai
of and interest on the Securities to the Holders thereof or (u) may he earlier terminated by either party upon 60 days
written nottce; provsded, however, an early tenninanon of this Agreement by either party shall not be eff~clive until
fa) a successor Paying Agent/Regislrar has been appointed by the Issuer and ~uch appointment accepted end lb)
not,ce has been given to the Holders of the Securities of the appointment of a successor Paying Agenl/Regrsuar.
Furthermore. the Bank end Issuer mutually agree that the effecttve date of en ewly termination of dus Agreement
shall not oceur at eny Ume which would chsmpt, delay, ~ othe~vise adversely affect thc payment of the Seeunues.
Upon en early tenmnunun of this Agreement, thc' Bank agrees to promptly wensfer and deliver the Security
Regnster (or a copy thereof), together with other perUnent books and records relating to the Securities, to the
sucees.,,or Paying Agent/Regislrar d~ignated and appointed by the Issuer.
The prov~ons of Section 1.02 and of Article Five shall survive and remain in full fon.'e end effect following
the t~'[]matioo of this Agreement.
(Remainder of flus page intenuonaily left blank)
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Section 6.11. Governinl~ Law Th~s Agreemenl shall be conslrued in accordance wtth and governed by the
laws of the Stato of Texas.
IN WITNESS WHEREOF. the pames herelo have executed this Agreement as of the day and year fa'st above
TEXAS COMMERC~ BANK NATIONAL ASSOCIATION
Houston. Texas
By By
Title T~tle,
Address. 601 Traws
(BANK SEAL) Houston, Texas 77002
Atmm:
CITY OF COLLEGE STATION, TEXAS
By By
C~ty Secretary
Address:
(ISSUER SEAL)
Mayor
1101 Texas Avenue
College Station, Texas 77840
EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREEMENT
SCHEDULE A
Paying Agcnl/Regislrar Fee Schedule
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