HomeMy WebLinkAbout2000-2445 - Ordinance - 04/13/2000ORDINANCE NO. 2445
ORDINANCE AUTHORIZING THE ISSUANCE OF $8,460,000 CITY OF COLLEGE
STATION, TEXAS GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2000,
AUTHORIZING EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT;
AND APPROVING ALL OTHER MATTERS RELATED TO ISSUANCE OF THE
BONDS, INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, at an election duly called and held for and within the City on March 25, 1995, the duly
qualified resident electors of the City authorized the Council to issue bonds of the maximum amount of $22,500,000
(the "1995 Authorization"), the Council has heretofore issued $19,830,000 of the 1995 Authorization and the
Council now deems it to be in the best interest of the City to issue $2,670,000 of the 1995 Authorization, leaving
$-0- of the 1995 Authorization to be issued in the future:
WHEREAS, the Council has heretofore issued $8,065,000 out of the $10,065,000 approved under
Proposition No. I of the 1995 Authorization and now deems it to be in the best interest of the City to issue
$2,000,000 from Proposition No. I of the 1995 Authorization, leaving $-0- in bonds from Proposition No. I to be
issued by the Council in the future; the Council has heretofore issued $1,310,000 from Proposition No. 2 of the 1995
Authorization and now deems it in the best interest of the City to issue $290,000 out of the $1,600,000 approved
under Proposition 2 of the 1995 Authorization, leaving $-0- in bonds from Proposition 2 to be issued by the Council
in the future; the Council has heretofore issued $1,520,000 from Proposition 3 of the 1995 Authorization and now
deems it to be in the best interest of the City to issue $380,000 out of the $1,900,000 approved under Proposition 3
of the 1995 Authorization, leaving $-0- in bonds from Proposition 3 to be issued by the Council in the future; and
WHEREAS. at an election duly called and held for and within the City on November 3, 1998, the duly
qualified resident electors of the City authorized the City Council of the City (the "Council") to issue bonds of the
maximum amount of $24,240.600 (the "1998 Authorization"), the Council has heretofore issued $2,220,000 of the
1998 Authorization and the Council now deems it to be in the best interest of the City to issue $5,790,000 of the
1998 Authorization. leaving $16.230,000 of the 1998 Authorization to be issued in the future;
WHEREAS, the Council now deems it to be in the best interest of the City to issue $2,690,000 from
Proposition No. 1 of the 1998 Authorization, leaving $5,534,000 in bonds from Proposition No. 1 to be issued by the
Council in the future; the Council now deems it in the best interest of the City to issue $720,000 out of the
$2,980,000 approved under Proposition 2 of the 1998 Authorization, leaving $2,160,000 in bonds from Proposition
2 to be issued by the Council in the future; the Council now deems it to be in the best interest of the City to issue
$810,000 out of the $2,477,000 approved under Proposition 3 of the 1998 Authorization, leaving $1,567,000 in
bonds fi'om Proposition 3 to be issued by the Council in the future; the Council now deems it to be in the best
interest of the City to issue $-0- out of the $1,835,000 approved under Proposition 4 of the 1998 Authorization,
leaving $1,560,000 in bonds from Proposition 4 to be issued by the Council in the future; the Council now deems it
to be in the best interest of the City to issue $1,570,000 out of the $4,769,000 approved under Proposition 5 of the
1998 Authorization, leaving $2,269,000 in bonds from Proposition 5 to be issued by the Council in the future; the
Council now deems it to be in the best interest of the City to issue $-0- out of the $3,640,000 approved under
Proposition 6 of the 1998 Authorization, leaving $3,140,000 in bonds from Proposition 6 to be issued by the Council
in the future; and
WHEREAS, the bonds hereinal~er authorized are to be issued and delivered pursuant to Chapter 1251,
Texas Government Code, as amended, and the Charter of the City;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TEXAS, THAT:
Section I. Amount and Purpose of the Bonds, The bonds of the City are hereby authorized to be issued
and delivered in the aggregate principal amount of $8,460,000, for purposes as follows: $4,690,000 for street
improvements; $1,100,000 for traffic management improvements, including but not limited to, installation of traffic
signals, creation of continuous right turn lanes and intersection approaches, and construction of center lane medians;
$810,000 for fire station renovation and expansion projects; $1,570,000 for park improvements; $290,000 for
sidewalks and bike trails; and to pay costs of issuance of the Bonds.
Section 2. Desi~nation~ Date~ Denominations~ Interest Rates~ Numbers~ and MaturLti~s of Bond~.
Each bond issued pursuant to this Ordinance shall be designated "CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2000", and initially there shall be issued, sold, and
delivered hereunder fully registered bonds, without interest coupons, dated April I, 2000, in the respective
denominations and principal amounts hereinafter stated, payable to the respective initial registered owner thereof (as
designated in Section 12 hereo0, or to the registered assignee or assignees of said bonds or any portion or portions
thereof(in each case, the "Registered Owner", "Owner", or "owner").
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued
and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute
bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. The Bonds
shall be numbered 1-1 for the Initial Bond and R-I upward for the definitive bonds, shall be in the denomination of
$5,000 each or any integral multiple thereof, shall bear interest at the following per annum interest rates and shall
mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively as set
forth in the following schedule:
INTEREST INTEREST
YEAR AMOUNT RATE YEAR AMOUNT RATE
2001 $575,000 7.00% 2010 $420,000 5.15%
2002 675,000 7.00 2011 445,000 5.20
2003 295,000 7.00 2012 470,000 5.30
2004 310,000 7.00 2013 500,000 5.35
2005 325,000 7.00 2014 525,000 5.40
2006 340,000 5.25 2015 560,000 5.50
2007 360,000 5.00 2016 590,000 5.50
2008 380,000 5.00 2017 625,000 5.50
2009 400,000 5.10 2018 665,000 5.50
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in
this Ordinance.
Section 3. Characteristics of the Bonds. (a) Registration, Transfer, and Exchange; Authentication. The
City shall keep or cause to be kept at the designated payment office of Chase Bank of Texas, National Association,
Houston, Texas (the initial "Paying Agent/Registrar") books or records for the registration of the transfer and
exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges
under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond
to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each
registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed,
and such interest payments shall not be mailed unless such notice has been given. To the extent possible and under
reasonable circumstances, all transfers of Bonds shall be made within three business days after request and
presentation thereof. The City shall have the right to inspect the Registration Books during regular business hours of
the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential
and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying
AgentdRegistrar's standard or customary fees and charges for making such registration, transfer, exchange and
delivery of a substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in this Ordinance.
Registration of assignments, transfers, and exchanges of Bonds shall be made in the manner provided and with the
effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or
number to distinguish it from each other Bond.
Except as provided in subsection (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication
Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed.
The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange.
No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any
other body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and
the Paying Agent/Registrar shall provide for the priming, execution, and delivery of the substitute Bonds. Pursuant
to Section 1207.03 I, Texas Government Code, as amended, the duty of transfer and exchange of Bonds as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said certificate, the transferred and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and
registered by the Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as
the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with
respect to the Bonds. The Mayor and City Secretary are hereby authorized to execute an agreement with the Paying
Agent/Registrar substantially in the form presented at this meeting.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed
prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v)
shall have the characteristics, (vi) shall be signed, sealed, executed, and authenticated, (vii) shall have the principal
of and interest on the Bonds be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City
shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially issued and
delivered pursuant to this Ordinance numbered I-1 (the "Initial Bond") shall be delivered to the initial purchaser and
is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond
issued in exchange for the Initial Bond or any Bond or Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the
form set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the registered owners of the Bonds that at
all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the
Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to,
and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the
position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of
this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
Section 4. Form of Bonds. The form of the Bonds, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment, the form of Statement of Insurance, and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Bond. shall be,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or
required by this Ordinance.
FORM OF BOND
FORM OF DEFINITIVE BOND
NO. R-
$
PRINCIPAL
AMOUNT
United States of America
State of Texas
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2000
INTEREST RATE
MATURITY DATE ISSUE DATE CUSIP NO.
April 1, 2000
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE, specified above, THE CITY OF COLLEGE STATION, TEXAS (the
"City"), a home rule city and municipal corporation located in Brazos County, Texas, hereby promises to pay to the
Registered Owner, specified above, or registered assigns (hereinafter called the "registered owner") the Principal
Amount, specified above, and to pay interest thereon from the Issue Date, specified above, on February 15, 2001,
and semiannually on each August 15 and February 15 thereafter to the Maturity Date, specified above, or the date of
redemption prior to maturity, at the Interest Rate per annum, specified above, computed on the basis of a 360-day
year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest
from the interest payment date next preceding the date of authentication, unless such date of authentication is after
any Record Date but on or before the next following interest payment date, in which case such principal amount
shall bear interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but
has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of
America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner
hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to
maturity, at the designated payment office of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Houston,
Texas, or its successor, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond
shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of
the City required by the ordinance authorizing the issuance of this Bond adopted on April 13, 2000 (the
"Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such
interest payment date, to the registered owner hereof, at its address as it appeared on the i 5th business day of the
month next preceding each such date (the "Record Date") on the books of registration kept by the Paying
Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
THIS BOND is one of a series of Bonds authorized in accordance with the laws of the State of Texas in the
original principal amount of $8,460,000, for purposes of providing $4,690,000 for street improvements; $1,100,000
for traffic management improvements, including but not limited to, installation of traffic signals, creation of
continuous right turn lanes and intersection approaches, and construction of center lane medians; $810,000 for fire
station renovation and expansion projects; $1,570,000 for park improvements; $290,000 for sidewalks and bike
trails; and to pay costs of issuance of the Bonds.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH
ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS
SET FORTH IN THIS SPACE.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of
the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond.
CITY OF COLLEGE STATION
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
City Secretary Mayor
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
[Form of Back Panel of Definitive Bond]
THE BONDS are issued pursuant to the Ordinance whereunder the City covenants to levy a continuing
direct annual ad valorem tax on taxable property within the City, not to exceed $2.$0 per assessed $100 valuation, as
provided in Article XI, Section 5 of the Texas Constitution, for each year while any part of the Bonds are considered
outstanding under the provisions of the Ordinance, in sufficient amount to pay interest on each Bond as it becomes
due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of
assessing and collecting such tax, all as more specifically provided in the Ordinance. Reference is hereby made to
the Ordinance for provisions with respect to the custody and application of the City's funds, remedies in the event of
a default hereunder or thereunder, and the other rights of the registered owner.
THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the
designated payment office of the Paying Agent/Registrar. If this Bond is being transferred, it shall be duly endorsed
for transfer or accompanied by an assignment duly executed by the registered owner, or his authorized
representative, subject to the terms and conditions of the Ordinance.
ANY ACCRUED INTEREST DUE at maturity or upon the redemption of this Bond prior to maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption
and payment at the designated payment office of the Paying Agent/Registrar. The City covenants with the
registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued
interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday, a
legal holiday, or a day on which banking institutions in the city where the designated payment office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is
not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal
Service is not open for business; and payment on such date shall have the same force and effect as if made on the
original date payment was due.
THE CITY RESERVES THE RIGHT to redeem the Bonds maturing on or after February 15, 2011 prior to
their scheduled maturities, in whole or in part, in integral multiples of $5,000, on February 15, 2010, or on any date
thereafter. Such optional redemptions shall be at a redemption price of par plus accrued interest on the principal
amounts called for redemption to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the
particular Bonds to be redeemed shall be selected by the City in integral multiples of $5,000 within any one
maturity.
AT LEAST 45 DAYS PRIOR to the date fixed for any redemption of Bonds or portions thereof prior to
maturity a written notice of such redemption shall be given by the City to the Paying Agent/Registrar, and the
Paying Agent/Registrar shall send a copy of such notice at least 30 days prior to the date fixed for redemption by
United States mail, first class, postage prepaid, addressed to the registered owner of each Bond to be redeemed in
whole or in part at the address shown on the Registration Books; provided, however, that the failure to send, mail, or
receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond. When Bonds or portions thereof have been called
for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be
payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts
called for redemption shall terminate on the date fixed for redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in
the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed
portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons,
payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate
registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among
other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in
any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be
executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Bond or any portion or portions hereof from time to time by the registered owner. The person requesting such
transfer and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
transferring and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges
required to be paid with respect thereto shall be paid by the person requesting such assignment, transfer, or
exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of
the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case
of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and
charges of the Paying Agent/Registrar will be paid by the City. The Paying Agent/Registrar shall not be required to
make any such transfer or exchange (i) during the period of 15 days next preceding an interest payment date or (ii)
with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its
redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise
ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally
qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the
terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the
Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of
the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each
registered owner hereof and the City.
6
1'¥ IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT this Bond has been duly and
validly authorized, issued, and delivered; all acts, conditions, and things required or proper to be performed, exist,
and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed,
and been done in accordance with law; and ad valorem taxes sufficient to provide for the payment of the interest on
and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered
to be levied against all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
FORM OF INITIAL BOND
The Initial Bond shall be in the form set forth above for the Definitive Bonds, except the following shall
replace the heading and the first four paragraphs:
NO. I- 1 $8,460,000
United States of America
State of Texas
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION IMPROVEMENT BOND,
SERIES 2000
Issue Date: APRIL 1, 2000
Registered Owner: CEDE & CO.
Principal Amount: EIGHT MILLION FOUR HUNDRED SIXTY THOUSAND DOLLARS ($8,460,000)
THE CITY OF COLLEGE STATION, TEXAS (the "City"), for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered
assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal installments
payable on February 15 in each of the years, and bearing interest at per annum rates in accordance with the
following schedule:
YEARS OF PRINCIPAL INTEREST
STATED MATURITIES INSTALLMENTS RATES
$ %
(Information to be inserted from schedule in Section 2 hereof.)
INTEREST on the unpaid Principal Amount hereof from the Issue Date, specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has
become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-
day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year,
commencing February 15, 2001.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of
America, without exchange or collection charges. The final payment of principal of this Bond shall be paid to the
Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the designated payment
office of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Houston, Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall be made by
the Paying Agent/Registrar to the Registered Owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the Record Date by check drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage
prepaid, on each such payment date, to the registered owner hereof at its address as it appears on the Registration
Books kept by the Paying Agent/Registrar, as hereinal~er described. The record date ("Record Date") for payments
hereon means the 15th business day of the month preceding a scheduled payment. The City covenants with the
Registered Owner that no later than each principal installment payment date and interest payment date for this Bond
it will make available to the Paying Agent/Registrar the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due, in the manner set forth in the
ordinance authorizing the issuance of the Bonds adopted by the City Council of the City on April 13, 2000 (the
"Ordinance").
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
[Not included on Initial Bond]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the
text of this Bond and that this Bond has been issued in exchange for a bond, bonds, or a portion ora bond or bonds
of a series which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of th e State of Texas.
Dated
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By.
Authorized Signatory
FORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE
Financial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its
municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this
Bond to Chase Bank of Texas, National Association, Houston, Texas, or its successor, as paying agent for the Bonds
(the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent
and a copy thereof may be obtained from Financial Security or the Paying Agent.
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner
representative or attorney thereof, hereby assigns this Bond to
of this Bond, or duly authorized
/ /
(Assignee's Social Security or Tax Payer (Print or type Assignee's name and address, including zip code)
Identification number)
and
hereby irrevocably constitutes and appoints
attorney to transfer the regisl~ttion of this Bond on the Paying Agent/Registrar's Registration Books with full power
of substitution in the premises.
Dated
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member fh-m of the New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature above must correspond with
the name of the Registered Owner as it appears upon
the front of this Bond in every particular, without
alteration or enlargement or any change whatsoever.
The following abbreviations, when used in the assignment above or on the face of the within Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minor Act
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS
[To be printed on or attached to the Initial Bond]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as 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
State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
Section 5. Tax Levy. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby
created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by
the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart
from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the
Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected,
to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are
outstanding and unpaid, the Council shall compute and ascertain a rate and amount of ad valorem tax which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but
never less than 2% of the original principal amount of said Bonds as a sinking fund each year); and said tax shall be
based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost
of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied,
against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and
unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid
Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and
principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment,
within the limit prescribed by law.
Section 6. Disposition of Bond Proceeds. The proceeds of the Bonds shall be used as follows:
(a) Interest and Sinking Fund. An amount equal to the accrued interest on the Bonds from the date of the
Bonds to the date of delivery to Coastal Securities as representative of a group of underwriters (the "Initial
Purchaser") shall be deposited in the Interest and Sinking Fund.
(b) Construction Fund. The proceeds of the Bonds remaining after the above described deposit into the
Interest and Sinking Fund shall be placed in the Construction Fund (hereby created with a depository bank of the
City) to be used by the City for the purposes for which the Bonds are issued, and, to the extent not otherwise
provided for, to pay expenses arising in connection with the issuance of the Bonds.
Section 7. Investments and Security. (a) Investment of Funds. Except as otherwise provided herein, the
City may place money in any fund created by this Ordinance in time or demand deposits or invest such money as
authorized by law and the City's investment policies at the time of such deposit~ provided, however, that the City
hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for
which the Bonds are issued. Obligations purchased as an investment of money in a fund shall be deemed to be a
part of such fund.
(b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the
investment of any money in any fund created by this Ordinance, shall belong to the fund from which the money for
such investment was taken.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest
extent required by law for the security of funds of the City.
Section 8. Remedies of Owners. In addition to ali rights and remedies of any owner of the Bonds
provided by the laws of the State of Texas, the City and the Council covenant and agree that in the event the City
defaults in the payment of the principal of or interest on any of the Bonds when due, fails to make the payments
required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or
performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the owner of any of the
Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the
Council and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in
this Ordinance. No delay or omission by any owner to exercise any right or power accruing to such owner upon
default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient.
The specific remedies mentioned in this Ordinance shall be available to any owner of any of the Bonds and shall be
cumulative of all other existing remedies.
Section 9. Defeasance of Bonds. (a) Any Bond and the interest thereon shall be deemed to be paid,
retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the
due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been
made or caused to be made in accordance with the terms thereof (including the giving of any required notice of
redemption) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar for such payment (A) lawful money of the United States of America
sufficient to make such payment or (B) Government Obligations (hereinafter defined) which mature as to principal
and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient
money to provide for such payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At
such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied
10
and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money
or Government Obligations.
(b) Any money so deposited with the Paying AgentfRegistrar may at the written direction of the City also
be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income
from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of
the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the
City, or deposited as directed in writing by the City.
(c) The term "Government Obligations," as used in this Section, shall mean direct obligations of the United
States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America, which may be United States Treasury obligations such as its State and Local Government
Series, which may be in book=entry form.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform
the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
City shall make proper arrangements to provide and pay for such services as required by this Ordinance.
Section 10. Damaged~ Mutilated~ Lost~ Stolen~ or Destroyed Bonds. (a) Replacement Bonds. In the
event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause
to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the
damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen,
or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the City
and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the
loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the
registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of,
redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying
Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact
that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost,
stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 1207.031, Texas Government
Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the duty of the
replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 3(a) of this Ordinance for Bonds issued in exchange for other Bonds.
ll
Section 11. Custody~ Approvnl~ and Registration of Bonds~ Bond Counsel's Opinion~ and CUSIP
Numbers. The Mayor of the City is hereby authorized to have control of the Initial Bond and all necessary records
and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval
by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State
of Texas. Upon registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to the
Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The
approving legal opinion of the Akin, Gump, Strauss, Hauer & Feld, L.L.P., Bond Counsel, and the assigned CUSIP
numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but
neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners
of the Bonds.
Section 12. Covenants of the City. (a) General Covenants. The City covenants and represents that:
(i) The City is a duly incorporated Home Rule City, having more than 5,000 inhabitants, operating and
existing under the laws of the State of Texas. and is duly authorized under the laws of the State of Texas to
create and issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly
and effectively taken; and the Bonds in the hands of the owners thereof are and will be valid and
enforceable obligations of the City in accordance with their terms; and
(ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over
other Bonds.
(b) Specific Covenants. The City covenants and represents that, while the Bonds are outstanding and
unpaid, it will:
(i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on the
Bonds and to provide the necessary sinking fund, all as described in this Ordinance; and
(ii) Keep proper books of record and account in which full, true, and correct entries will be made of all
dealings, activities, and transactions relating to the Funds created pursuant to this Ordinance, and all books,
documents, and vouchers relating thereto shall at all reasonable times be made available for inspection
upon request from any owner.
(c) Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or refrain from
any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in "gross income"
for federal income tax purposes. In furtherance thereof, the City specifically covenants as follows:
(i) To refrain from taking any action which would result in the Bonds being treated as "private activity
bonds" within the meaning of section 141(b) of the Code;
(ii) To take any action to assure that no more than 10% of the proceeds of the Bonds or the projects
financed therewith are used for any "private business use," as defined in section 141(b)(6) of the Code or, if
more than 10% of the proceeds or the projects financed therewith are so used, that amounts, whether or not
received by the City with respect to such private business use, do not under the terms of this Resolution or
any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10% of
the debt service on the Bonds. in contravention of section 141(b)(2) of the Code;
(iii) To take any action to assure that in the event that the "private business use" described in paragraph
(ii) hereof exceeds 5% of the proceeds of the Bonds or the projects financed therewith, then the amount in
excess of 5% is used for a "private business use" which is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
12
(iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of
the proceeds of the Bonds is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(e) of the Code;
(v) To refrain from taking any action which would result in the Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings
thereunder, to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire
or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in
section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds.
(vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148
of the Code (relating to arbitrage) and, to the extem applicable, section 149(d) of the Code (relating to
advance refundings);
(viii) Except to the extent otherwise provided in section 148(0 of the Code and the regulations and
rulings thereunder, to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90% of the "Excess
Earnings," within the meaning of section 148(0 of the Code, and to pay to the United States of America,
not later than 60 days after the Bonds have been paid in full, 100% of the amount then required to be paid
as a result of Excess Earnings under section 148(0 of the Code; and
(ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection
and sections 141 and 148 of the Code and to retain such records for at least six years following the final
payment of principal and interest on the Bonds; and
(x) To comply with the information reporting requirements of section 149(3) of the Code.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred
proceeds and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will
not be required to comply with any covenant contained herein to the extent that such modification or expansion, in
the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of
interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to
preserve the exclusion from gross income of interest on the Bonds under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Bonds are hereby authorized and
directed to execute any documents, certificates, or reports required by the Code and to make such elections, on
behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the
Bonds.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Bonds under section 103 of the Code the covenants contained in this subsection
shall survive the later of the defeasance or discharge of the Bonds.
13
(d) Covenants Re~arding Sale, Lease, or Disposition of Financed Property. The City covenants that the
City will regulate the use of the property financed, directly or indirectly, with the proceeds of the Bonds and will not
sell, lease, or otherwise dispose of such property unless (i) the City takes the remedial measures as may be required
by the Code and the regulations and rulings thereunder in order to preserve the exclusion from gross income of
interest on the Bonds under section 103 of the Code or (ii) the City seeks the advice of nationally-recognized bond
counsel with respect to such sale, lease, or other disposition.
Section 13. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws
of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payment
of principal of or interest on any of the Bonds when due, or (b) fails to make the payments required to be made to
any fund created hereunder in the amounts and at the times required, or (c) defaults in the observance or
performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the registered
owner(s) of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction
compelling and requiring the City and other officers of the City to observe and perform any covenant, obligation, or
condition prescribed in this Ordinancel no delay or omission to exercise any right or power accruing upon any
default shall impair any such power or right or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be cumulative of any other available remedies and the
specification of such shall not be deemed to be exclusive.
Section 14. Ordinance a Contract~ Amendments. This Ordinance shall constitute a contract with the
owners, from time to time, of the Bonds, binding on the City and its successors and assigns, and shall not be
amended or repealed by the City as long as any Bond remains outstanding except as permitted in this Section. The
City may, without the consent of or notice to any owners, amend, change, or modify this Ordinance as may be
required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii) for the
purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iv) in connection with any
other change which is not to the prejudice of the owners. The City may, with the written consent of the owners of a
majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds
amend, change, modify, or rescind any provisions of this Ordinance; provided, however, without the consent of all
of the owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times of
payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest
thereon, or in any other way modify the terms of payment of the principal of or interest on additional bonds on a
parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond, (iii) extend any waiver
of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any
such amendment, change, modification, or rescission. Whenever the City shall desire to make any amendment or
addition to or rescission of this Ordinance requiring consent of the owners, the City shall cause notice of the
amendment, addition, or rescission to be given as described above for a notice of redemption and give written notice
to any insurer and Standard & Poor's Public Finance Ratings. Whenever at any time within one year after the date
of the giving of such notice, the City shall receive an instrument or instruments in writing executed by any insurer
and the owners of a majority in aggregate principal amount of the Bonds then outstanding affected by any such
amendment, addition, or rescission requiring consent, which instrument or instruments shall refer to the proposed
amendment, addition, or rescission described in such notice and shall specifically consent to and approve the
adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not
otherwise, the City may adopt such amendment, addition, or rescission in substantially such form, except as herein
provided. No owner or insurer may thereafter object to the adoption of such amendment, addition, or rescission, or
to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes.
Section I$. Book-Entry Only System. It is intended that the Bonds initially be registered so as to
participate in a securities depository system (the "DTC System") with The Depository Trust Company, New York,
New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Bonds shall be issued in the
form of a separate single definitive Bond for each maturity. Upon issuance, the ownership of each such Bond shall
be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding Bonds shall be
registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are
14
authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be
necessary to effectuate the DTC System, including a "Letter of Representation" (the "Representation Letter").
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the
Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial
institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant") or
to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an "Indirect
Participant"). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall
have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any
Depository Participant with respect to any ownership interest in the Bonds, or (ii) the delivery to any Depository
Participant or any Indirect Participant or any other Person, other than a registered owner of a Bond, of any amount
with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other
than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of
the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
dra~s being mailed to the holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described
herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC
or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain
certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and Depository Participants of the
availability within a reasonable period of time through DTC of certificated certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may
determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a
securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the
City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be
registered in whatever names the registered owners of Bonds transferring or exchanging the Bonds shall designate,
in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in
the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest
on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner
provided in the Representation Letter.
Section 16. Sale and Delivery of Bonds. The sale of the Bonds to the Initial Purchaser pursuant to the
taking of competitive bids at a price of par, plus accrued interest to the date of delivery is hereby confirmed, it is
hereby officially found, determined, and declared that the Initial Purchaser submitted the bid which results in the
lowest true interest cost to the City and delivery of the Bonds to the Initial Purchaser shall be made as soon as
practicable after the adoption of this Ordinance, upon payment therefor, in accordance with the terms of sale. The
Initial Bond shall be registered in the name of the Initial Purchaser. The officers of the City are hereby authorized
and directed to execute and deliver such certificates, instructions, or other instruments as are required or necessary to
accomplish the purposes of this Ordinance.
Section 17. Approval of Official Statement. The City hereby approves the form and content of the
Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves the
distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser in f'mal form, with such
changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be
conclusively evidenced by his execution thereof. It is further officially found determined and declared that the
statements and representations contained in said Official Statement are true and correct in all material respects to the
best knowledge and belief of the Council. The form and content of and the distribution and use of the Preliminary
Official Statement dated March 23, 2000, prior to the date hereof is hereby ratified al~d conf'u'med. The Council
finds and determines that the Preliminary Official Statement is "deemed final" as that term is def'med in 17 C.F.R.
Section 240.15c2-12.
15
Section 18. Continuing Disclosure Undertakinu. (a) Definitions. The following terms used in this
Section shall have the meanings set forth below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized
municipal securities information repository within the meaning of the Rule from time to time.
"Rule" means the rule set out at 17 C.F.R. §240.15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or agency
thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the
Rule from time to time.
(b) Annual Repons. The City shall provide annually to each NRMSIR and any SID, within six months
after the end of each fiscal year ending in or after 2000, financial information and operating data with respect to the
City of the general type included in the f'mal Official Statement authorized by Section 37 of this Ordinance, being
the information described in Exhibit A hereto. Any financial statements to be so provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit A hereto and (2) audited, if the City commissions an
audit of such statements and the audit is completed within the period during which they must be provided. If the
audit of such financial statements is not complete within such period, the City shall provide unaudited statements by
the required date and provide audited financial statements for the applicable fiscal year to each NRMSlR and any
SID, when and if the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial
information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set forth in full
in one or more documents or may be included by specific reference to any document (including an official statement
or other offering document, if it is available fi'om the MSRB) that theretofore has been provided to each NRMSIR
and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell the Bonds: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii)
unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit
enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to
perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to
rights of holders of the Bonds; (viii) Bond calls; (ix) defeasances: (x) release, substitution, or sale of property
securing repayment of the Bonds; and (xi) rating changes.
Thc City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with this Section by the time required by
this Section.
(d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the
covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit made in accordance with Section 9 that causes Bonds no longer to be outstanding and any call of Bonds
made in connection therewith.
16
The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds,
and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or
claim hereunder to any other person. The City undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not
hereby undertake to provide any other information that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at
any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL
OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MAND,4MUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall comprise a breach
of or default under th is Ordinance for purposes of any provisions of this Ordinance other than this Section.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, or a change in the identity, nature,
status, or type of operations of the City, but only if (1) the provisions of this Section, as so supplemented or
amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering in compliance with
the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the Owners of $1% in aggregate principal amount of the Outstanding
Bonds consent to such amendment, supplement, or repeal or (b) a person that is unaffiliated with the City (such as
Bond Counsel determines that such amendment, supplement, or repeal will not materially impair the interest of the
registered owners and beneficial owners of the Bonds. The City may also amend or repeal the provisions of this
Section if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters
judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the
Bonds.
Section 20. Further Procedures. The Mayor, the City Secretary, the City Manager, the Director of Fiscal
Services, the City's Financial Advisor, and all other officers, employees, attorneys, and agents of the City, and each
of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any
time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the
seal and on behalf of the City, all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, and the Official Statement.
Prior to the initial delivery of the Bonds, the Mayor and Bond Counsel to the City are hereby authorized and directed
to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the
transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office.
Section 21. Miscellaneous. (a) The Mayor is hereby authorized to execute the Paying Agent/Registrar
Agreement, substantially in the form attached hereto as Exhibit B.
17
(b) Incorporation of Preamble. The preamble to this Ordinance is incorporated by reference in this
Ordinance.
(c) Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are for convenience
only and shall not be considered restrictive of the subject matter of any section or of any part of this Ordinance.
(d) Inconsistent Provisions. All ordinances, orders, and resolutions, or parts thereof, which are in conflict
or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the
provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this
Ordinance or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this
Ordinance shall nevertheless be valid and the Council hereby declares that this Ordinance would have been enacted
without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(0 Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the
State of Texas.
0g) Open Meeting. The City officially finds and determines the meeting at which this Ordinance is adopted
was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as
required by Chapter 551, Texas Government Code, as amended.
(h) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date
of its passage, and it is so ordained.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION,
TEXAS this 13th day of April, 2000, at which meeting a quorum was present.
/s/ Lyn MclIhaney
Mayor, City of College Station, Texas
ATTEST:
/s/ Connie Hooks
City Secretary, City of College Station, Texas
18
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in accordance
with such Section are set forth in the Official Statement under Tables I through 15 and in Appendix B thereto.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to
the financial statements attached to the Official Statement as Appendix B, as such principles may be changed from
time to time to comply with state law or regulation.
A-I
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of April 1, 2000 (the "Agreement"),
by and between the CITY OF COLLEGE STATION, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, Houston, Texas, a banking association duly organized and existing under the laws of
the United States of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of College Station,
Texas General Obligation Improvement Bonds, Series 2000" (the "Securities"), such Securities to be issued in fully
registered form only as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the
"Ordinance" 0aereinafter defined);
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration,
transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to
the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered
owners thereof, all in accordance with this Agreement and the Ordinance.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of
said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the f'u'st year
of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof
(including the reasonable compensation and the expenses and disbursements of its agents and counsel).
B-I
ARTICLE 11. DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
"Bank Office" means the designated principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bank Principal Payment Office" means Dallas, Texas.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or order signed in the name of the Issuer
by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Administrator, or the City Secretary of the
Issuer, any one or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" mean the ordinance of the governing body of the Issuer pursuant to which the Securities are
issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision ora government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition,
any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered
in lieu thereof pursuant to Section 4.06 hereof and the Ordinance).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such
redemption pursuant to the terms of the Ordinance.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the
Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the
Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be
due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this
Agreement.
ARTICLE III. PAYING AGENT
Section 3.01. Duties of Paving Agent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Principal Payment Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such
purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail,
first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on
the Securities on the dates specified in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for
and on behalf of the Issuer at the Bank Principal Payment Office books and records (herein sometimes referred to as
the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the
Holders and containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer,
or exchange of the Securities.
To the extent possible and under reasonable cimumstances, the Bank agrees that, in relation to an exchange
or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the
Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political
subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer, and exchange of the Securities in accordance with the Bank's general
practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security
Register in any form other than those which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of being converted
into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security Register at any time the Bank is customarily open for
business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the
information into written form.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt
cfa court order or as otherwise required by law. Upon receipt cfa court order and prior to the release or disclosure
of the contents of the Security Register, the Bank will notify the Issuer so that 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 Certificates. All Securities surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered
to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and
delivered which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed, and evidence of such
destruction furnished to the Issuer at such reasonable intervals as it determines subject to applicable rules and
regulations of the Securities and Exchange Commission.
Section 4.06. Mutilated, Destroyed, Lost~ or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed, 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, in its discretion, may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of
evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer
and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost, or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time at~er receipt of
written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
Section 4.08. Redemption of Securities. Securities which are redeemable before their stated maturity shall
be redeemable in accordance with Section 3 of the Ordinance and terms in accordance with this Article IV.
Section 4.09. Notice of Redemption. Notice of redemption shall be given by the Bank in the name at the
expense of the Issuer not less than 30 or more than 45 days prior to the date of redemption, to each Registered
Owner of Securities to be redeemed and otherwise required by the Ordinance.
All notices of redemption shall include the CUSIP number and statement as to:
(a) the date of redemption;
(b) the price of the Securities expressed as a percentage of par amount of the Securities;
(c) the principal amount of Securities to be redeemed, and, if less than all outstanding Securities are to be
redeemed, the identification (and, in case of partial redemption, the principal amounts) of the Securities to be
redeemed;
(d) that on the date of redemption the principal of each of the Securities to be redeemed will become due
and payable and that the interest thereon shall cease to accrue from and after said date; and
(e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of
redemption at the designated principal payment office of the Bank, and the address of such office.
The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and
information services based upon the then current guidelines of the Securities and Exchange Commission relating to
redemptions and refundings of municipal bonds, including the Securities. The Bank, at the expense of the Issuer,
shall also provide notice to any other addressees as the Issuer shall designate in writing.
ARTICLE V. THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties se~ forth herein and agrees to
use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents~ Etc. (a) The Bank may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise
incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution.
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or
other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall
not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement.
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or
document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it
hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly
or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the
Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no evem be liable to the Issuer, any Holder or Holders of any Security, or any other
Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying Agent/Registrar, or any other agent.
Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
of the Registered Owners of the Securities.
(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
three years ai~er the dates such amounts have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such
provisions are applicable to such amounts.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
United States Federal District Court for the Southern District of Texas, waive personal service of any process, and
agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 hereof shall constitute adequate service.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank
for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part,
arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or performance of any of its powers or duties
under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the
event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
comply with the "Operational Arrangements," effective August I, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
ARTICLE VI. MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by
both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written
consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Assigns. Ail covenants and agreements herein by the Issuer shall bind its
successors and assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement
between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal
of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon 60 days
written notice; provided, however, an early termination of this Agreement by either party shall not be effective until
(a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the 13ank and Issuer mutually agree that the effective date of an early termination of this Agreement
shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security
Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the
successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
following the termination of this Agreement.
(Remainder of this page intentionally let~ blank)
Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
Attest:
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Houston, Texas
By
Title
(BANK SEAL)
By,
Title
Address:
600 Travis, Suite 1150
Houston, Texas 77002
Attest: ·
City Secretary
(ISSUER SEAL)
CITY OF COLLEGE STATION, TEXAS
r /
Address: 1101 Texas Avenue
College Station, Texas 77840
EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT
SCHEDULE A
Paying Agent/Registrar Fee Schedule
(To be furnished by the Bank)
CERTIFICATE FOR ORDINANCE
We, the undersigned Mayor and City Secretary of the City of College Station, Texas (the "City"),
hereby certify as follows:
1.The City Council of the City (the "Council") convened in regular session, open to the public, on
April 13, 2000, at the meeting place designated in the notice (the "Meeting'), and the roll was called of the
members, to wit: Lynn Mcllhaney, Mayor, and the following City Councilmembers: James Massey, Ron
Silvia, Winnie Garner, Larry Mariott, Dennis Maloney, and Anne Hazen All members of the Council were
present, except all present , constituting a quorum. Whereupon
among other business, the following was transacted at the Meeting: a written ordinance entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF $10,500,000 CITY OF COLLEGE
STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2000;
AUTHORIZING EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT;
AND APPROVING ALL OTHER MATTERS RELATED THERETO, INCLUDING
IMMEDIATE EFFECTIVENESS
(the "Ordinance") was duly introduced for the consideration of the Council and read in full. It was then duly
moved and seconded that the Ordinance be finally passed and adopted; and at,er due discussion, such motion,
carrying with it the adoption of the Ordinance prevailed and carried by the following vote:
YES: 7 NOES: 0 ABSTENTIONS:
2. A true, full, and correct copy of the Ordinance adopted at the Meeting is attached to and follows
this Certificate; the Ordinance has been duly recorded in the Council's minutes of the Meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of the Meeting pertaining to
the adoption of the Ordinance; the persons named in the above and foregoing paragraph are duly chosen,
qualified, and acting officers and members of the Council as indicated therein; each of the officers and
members of the Council was duly and sufficiently notified officially and personally, in advance, of the time,
place, and purpose of the Meeting, and that the Ordinance would be introduced and considered for adoption at
the Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for
such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of the
Meeting was given, all as required by Chapter 551, Texas Government Code.
3. Connie Hooks is the duly appointed and acting City Secretary of the City.
SIGNED AND SEALED this April 13, 2000.
City Secretary
City of College Station, Texas
Mayo~/ .4"
City of College Station, Texas"
(CITY SEAL)