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HomeMy WebLinkAbout1995-2143 - Ordinance - 08/24/1995CERTIFICATE 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 August 24, 1995, at the meeting place designated in the notice (the "Meeting"), and the roll was called of the members, to wit: Larry J. Ringer, Mayor, and the following City Councilmembers: William Fox, David Hickson, Lynn McIlhaney, H~k/ard Kennad~x, .Larry M,arriot, and Nancy Crouch. All members of the Council were present, except IVt'll~Ctl f.~.O ~/~ , constituting a quorum. Whereupon among other business, the following was trans~tcted at the Meeting a written Ordinance entitled: ORDINANCE AUTHORIZING THE ISSUANCE OF PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS AND OTHER MA'Iq'ERS IN CONNECTION THEREWITH, INCLUDING IMMEDIATE EFFECTIVENESS. (the "Ordinance") was duly introduced for the consideration of the Council and read it full. It was then duly moved and seconded that the Ordinance be finally passed and adopted; and after due discussion, such motion, carrying with it the adoption of the Ordinance prevailed and carried by the following vote: YES:. 4 NOES: ~ 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 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 SEALE~IS City of College Station, Texas August 24, 1995. Mayor City of College Station, Texas (CITY SEAL) ORDINANCE NO. 2143 ORDINANCE AUTHORIZING THE ISSUANCE OF PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS AND OTHER MATTERS IN CONNECTION THEREWITH, INCLUDING IMMEDIATE EFFECTIVENESS WHEREAS, the Public Property Finance Act, Section 271.001 -271.009, Texas Local Government Code, as amended (the "Act"), authorizes cities to execute, perform, and make payments under contracts with any person for the use, acquisition, or purchase of personal property as described in the Act; and WHEREAS~ the Act permits the governing body of a city to execute contracts in any form deemed appropriate by said governing body in connection with the use~ acquisition, or purchase of personal property; and WHEREAS, the City Council of the City of College Station, Texas (the "Issuer" or the "City") desires to complete the acquisition or purchase personal property described in Exhibit A, attached hereto and incorporated by reference herein, or such other personal property, appliances, equipment, facilities, furnishings, or interests therein, whether movable or fixed, deemed by the City Council of the Issuer to be necessary, useful, and/or appro- priate for the purposes of the Issuer (the "Property"); and WHEREAS, the City Council of the Issuer deems it appropriate to adopt this Ordinance and issue the "Contractual Obligations" herein authorized as permitted by the Act. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS THAT: Section I. Amount and Purpose of Contractual Obligations: The Issuer's Public Property Finance Contractual Obligations (hereinafter sometimes called the "Contractual Obligations") are hereby authorized to be issued in the aggregate principal amount of $2,015,000 FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY AS DESCRIBED IN EXHIBIT A ATTACHED HERETO, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271.001 - 271.009, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. Section 2. Designation. The Contractual Obligations shall be designated as the "CITY OF COLLEGE STATION, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1995." Section 3. Date, Denominations, Numbers, Maturities, and Interest Rates of Contractual Obligations. There shall be issued, sold, and delivered hereunder fully registered contractual obligations, without interest coupons, dated August 15, 1995, hereinafter further described, numbered consecutively 1-1 or from R-1 upward, payable to the respective initial registered owner thereof (as designated in Section 17 hereof), or to the registered assignee or assignees of said initial contractual obligation or any portion or portions thereof (in each case, the "registered owner"). The term "Contractual Obligations" as used in this Ordinance shall mean and include collectively the contractual obligation initially issued and delivered pursuant to this Ordinance and all substitute contractual obligations exchanged therefor, as well as all other substitute contractual obligations and replacement contractual obligations issued pursuant hereto, and the term "Contractual Obligation" shall mean any of the Contractual Obligations. The Contractual Obligations shall bear mature and bear interest in accordance with the following schedule: MATURITY DATE (February 15) MATURING AMOUNT 1996 $400,000 1997 400,000 1998 405,000 1999 405,000 2000 405,000 The Contractual Obligations shall bear interest at 5.30% per annum payable on February 15, 1996 and each August 15 and February 15 thereafter. Section 4. Characteristics of the Contractual Obligations. (a) Registration, Transfer, Conversion, and Exchange~ Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of First Interstate Bank of Texas, N.A., Houston, Texas (the "Paying Agent/ Registrar") books or records for the registration of the transfer, conversion, and exchange of the Contractual Obligations (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions, and exchanges under such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions, and exchanges as herein provided. Attached hereto as Exhibit B is a copy of the Paying Agent/Registrar Agreement between the Issuer and the Paying Agent/Registrar which is hereby approved in substantially final form, and the Mayor and City Secretary of the Issuer are hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes in the final form thereof. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Contractual Obligation to which payments with respect to the Contractual Obligations 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. The Issuer 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 Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Contractual Obligation or Contractual Obligations. Registration of assignments, transfers~ conversions, and exchanges of Contractual Obligations shall be made in the manner provided and with the effect stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. Each substitute Contractual Obligation shall bear a letter and/or number to distinguish it from each other Contractual Obligation. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Contractual Obligation, date and manually sign said Contractual Obligation, and no such Contractual Obligation shall be deemed to be issued or outstanding unless such Contractual Obligation is so executed. The Paying Agent/Registrar promptly shall cancel all paid Contractual Obligation or Contractual Obligations surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Contractual Obligation or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Contractual Obligations in the manner prescribed herein, and said Contractual Obligations shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Veruon's Ann. Tex. Civ. St. Art. 717k-6, and this Ordinance, the duty of conversion and exchange of Contractual Obligations as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Contractual Obligations, the converted and exchanged Contractual Obligations shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Contractual Obligations 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 Contractual Obligations and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Contractual Obligations. all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Contractual Obligations. (c) In General. The Contractual Obligations (i) shall be issued in the principal amount of $100,000 and any integral multiple of $5,000 in excess of $100,000; (ii) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Contractual Obligations to be payable only to the registered owners thereof; (iii) may be transferred and assigned; (iv) may be converted and exchanged for other Contractual Obligations; (v) shall have the characteristics; (vi) shall be signed, sealed, executed, and authenticated; (vii) shall be subject to prior redemption; (viii) shall be payable as to the principal and interest, and (ix) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Contractual Obligations, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance. The Contractual Obligation initially issued and delivered pursuant to this Ordinance (on which is printed or to which Contractual Obligation is attached the Registration Certificate of the Comptroller of Public Accounts) is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Contractual Obligation issued in conversion of and exchange for any Contractual Obligation or Contractual Obligations 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 CONTRACTUAL OBLIGATION. (d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Contractual Obligations that at all times while the Contractual Obligations are outstanding the Issuer 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 Contractual Obligations under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer 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 aRer 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 Issuer 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 Contractual Obligations, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificate, 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 5. Form of Contractual Obligations. The form of the Contractual Obligations, including the form of the Paying Agent/Registrar's Authentication Certificate, the form of Assignment, and the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Contractual Obligations initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. FORM OF DEFINITIVE CONTRACTUAL OBLIGATION NUMBER R- REGISTERED United States of America State of Texas DENOMINATION $ REGISTERED CITY OF COLLEGE STATION, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1995 INTEREST RATE: MATURITY DATE: ISSUE DATE: DELIVERY DATE: CUSIP: 5.30% August 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: $ THE CITY OF COLLEGE STATION, TEXAS (the "Issuer"), a political subdivision of the State of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (the "registered owner"), on the Maturity Date, specified above, upon presentation and surrender of this Contractual Obligation at the principal corporate trust office of FIRST INTERSTATE BANK OF TEXAS, N.A., Houston, Texas. or its successor (the "Paying Agent/Registrar"), the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months, from the later of the Delivery Date, specified above, or the most recent date to which interest has been paid or duly provided for. Interest on this Contractual Obligation is payable by check on February 15, 1996, and on each August 15 and February 15 thereafter, mailed to the registered owner of record as shown on the books of registration kept by the Paying Agent/Registrar (the "Registration Books"), as of the date which is the last calendar day of the month next preceding the interest payment date (the "Record Date"), or in such other manner as may be acceptable to the registered owner and the Paying Agent/Registrar. IN CONSIDERATION of the registered owner's acceptance hereof, which acceptance shall constitute the registered owner's assent hereto and to the terms and conditions of the ordinance authorizing the issuance of this Contractual Obligation (the "Ordinance"), the Issuer hereby unilaterally contracts with such registered owner that it will utilize the net available proceeds of the Contractual Obligations, after payment of the costs of issuance related thereto, to acquire and purchase personal property in accordance with the Ordinance and the Issuer's plan of acquisition therefor. THE PRINCIPAL OF AND INTEREST ON this Contractual Obligation are payable in lawful money of the United States of America, without exchange or collection charges. The payment of principal and interest on this Contractual Obligation shall be made by FIRST INTERSTATE BANK OF TEXAS, N.A., HOUSTON, TEXAS, which is the "Paying Agent/Registrar" for this Contractual Obligation, to the registered owner hereof on the Maturity Date or on any prior redemption date only upon surrender of this Contractual Obligation to the Paying Agent/Registrar for cancellation. The Issuer covenants with the registered owner of this Contractual Obligation that on or before each such date, 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 Contractual Obligations when due. THIS CONTRACTUAL OBLIGATION MAY BE REDEEMED prior to the Maturity Date on any date at the option of the Issuer. Notice of such early redemption shall be given by depositing notice thereof in the United States mail, postage prepaid, addressed to the registered owner at its address as it appears on the Registration Books kept by the Paying Agent/Registrar. IF THE DATE for the payment of the principal of or interest on this Contractual Obligation shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the principal corporate trust 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. THIS CONTRACTUAL OBLIGATION IS ONE OF A SERIES OF PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, dated as of the Date of Series, specified above, authorized in accordance with the laws of the State of Texas in the principal amount of $2,015,000 FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271.001 - 271.009, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. THIS CONTRACTUAL OBLIGATION may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Contractual Obligations, upon the terms and conditions set forth in the Ordinance. Among other requirements for such assignment and transfer, this Contractual Obligation must be presented and surrendered to the Paying Agent/Reg- istrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Contractual Obligation to the assignee in whose name this Contractual Obligation is to be transferred and registered. The form of Assignment printed on this Contractual Obligation shall be executed by the registered owner, or its duly authorized attorney or representative, to evidence the assignment hereof. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of this Contractual Obligation (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date or (ii) with respect to any Contractual Obligation called for redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Contractual Obligation shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Contractual Obligation to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying Agent/Registrar for the Contractual Obligations is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Contractual Obligations. IT IS HEREBY certified, recited, and covenanted that this Contractual Obligation has been duly and validly authorized, issued, and delivered; that 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 Contractual Obligation have been performed, existed, and been done in accordance with law; that this Contractual Obligation is a general obligation of the Issuer, issued on the full faith and credit thereof: and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Contractual Obligation, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the registered owner of this Contractual Obligation the registered owner assents to the terms and provisions of the Ordinance, a copy of which is on file in the official records of the Issuer, and the registered owner agrees to be bound by such terms and provisions, and agrees that the terms and provisions of this Contractual Obligation and the Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Contractual Obligation to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Contractual Obligation. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX City Secretary, City of College Station, Texas XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Mayor, City of College Station, Texas (SEAL) The Initial Contractual Oblig;ation shall be in the form set forth above for the Definitive Contractual Oblig;ations, except the following; shall replace the heading; and the first parag;raph: NO. I-1 $2,015,000 United States of America State of Texas CITY OF COLLEGE STATION, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1995 Issue Date: AUGUST 15, 1995 Delivery Date: Registered Owner: FIRST INTERSTATE BANK OF TEXAS, N.A. Principal Amount: TWO MILLION FIFTEEN THOUSAND DOLLARS ($2,015,000) THE CITY OF COLLEGE STATION, TEXAS (the "City" or "Issuer"), 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 in accordance with the following schedule: YEARS OF STATED MATURITIES PRINCIPAL INSTALLMENTS (Information to be inserted from schedule in Section 3 hereof.) INTEREST on the unpaid Principal Amount hereof from the Delivery 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, 1996. The Interest Rate shall be equal to 5.30% per annum. THE PRINCIPAL OF AND INTEREST ON this Contractual Obligation are payable in lawful money of the United States of America, without exchange or collection charges. The final payment of principal of this Contractual Obligation shall be paid to the Registered Owner hereof upon presentation and surrender of this Contractual Obligation at final maturity, at the principal corporate trust office of FIRST INTERSTATE BANK OF TEXAS, N.A., Houston, Texas, which is the "Paying Agent/Registrar" for this Contractual Obligation. The payment of principal installments and interest on this Contractual Obligation 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 Issuer 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 hereinafter described. The record date ("Record Date") for payments hereon means the fifteenth calendar day of the month preceding a scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shall be 15 calendar days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of the Registered Owner appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. The Issuer covenants with the Registered Owner that no later than each principal installment payment date and interest payment date for this Contractual Obligation 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 Contractual Obligation, when due, in the manner set forth in the ordinance authorizing the issuance of the Contractual Obligations adopted by the City Council of the City on August 24, 1995 (the "Ordinance"). FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Contractual Obligation has been issued under the provisions of the Ordinance described on the face of this Contractual Obligation; and that this Contractual Obligation has been issued in conversion or replacement of, or in exchange for, a contractual obligation or contractual obligations, or a portion of a contractual obligation or contractual obligations 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 the State of Texas. Dated: FIRST INTERSTATE BANK OF TEXAS, N.A. Houston, Texas Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto / / (Please insert Social Security or Taxpayer Identification number) (Please print or typewrite name and address, including zip code, of Transferee} the within Contractual Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the 7 within Contractual Obligation on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm 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 Contractual Obligation 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 Contractual Obligation, 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 tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS* *Print on or attach to Initial Contractual Obligation only COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has examined and finds that this Contractual Obligation has been issued in conformity with the laws of the State of Texas and is a valid and binding obligation of the City of College Station, Texas, and further that this Contractual Obligation has been registered this day by me. WITNESS my signature and seal of office this (COMPTROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas [END OF FORMS] Section 6. Definitions. That the terms defined in this Section for all purposes of this Ordinance, except where the context by clear implication shall otherwise require, shall have the respective meanings as follows, to- wit: (a) The term "Code" shall mean the Internal Revenue Code of 1986, as amended. Co) The terms "Contractual Obligation" and "Contractual Obligations" shall mean the "City of College Station, Texas Public Property Finance Contractual Obligations, Series 1995" authorized to be issued and delivered by this Ordinance. (c) The term "Paying Agent/Registrar" shall mean initially First Interstate Bank of Texas, N.A., Houston. Texas, or any successor named by the Issuer in accordance with the provisions of Section 5 of this Ordinance. Section 7. Interest and Sinking Fund. The City of College Station, Texas, Public Property Finance Contractual Obligations, Series 1995 Interest and Sinking Fund (the "Interest and Sinking Fund"), is hereby authorized and shall be established and maintained in a depository bank of the Issuer, so long as the Contractual Obligations, or interest thereon, are outstanding and unpaid. There shall be deposited at the appropriate time in the Interest and Sinking Fund an amount, together with other amounts in the Interest and Sinking Fund, not less than the amount of principal and/or interest coming due on the Contractual Obligations on the next succeeding payment date. There is hereby appropriated from money on hand and legally available therefor, sufficient money to pay principal and interest during the first year the Contractual Obligations are outstanding. The Interest and Sinking Fund shall be used to pay the principal of and interest on the Contractual Obligations as such principal and interest come due. Section 8. Tax Levy. All ad valorem taxes levied and collected for and on account of the Contractual Obligations shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Contractual Obligations are outstanding and unpaid, the City Council of the Issuer 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 Contractual Obligations as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Contractual Obligations as such principal matures (but never less than 2% of the original principal amount of the Contractual Obligations as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, 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 Issuer for each year while any of the Contractual Obligations are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Contractual Obligations, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 9. Security for Funds. All Funds created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Ordinance. Section 10. Defeasance of Contractual Obligations. (a) Any Contractual Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Contractual Obligation") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 12, when payment of the principal of such Contractual Obligation, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof or (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 (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations 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 Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Contractual Obligations shall have become due and payable. At such time as a Contractual Obligation shall be deemed to be a Defeased Contractual Obligation hereunder, as aforesaid, such Contractual Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. 9 Co) Any money so deposited with the Paying Agent/Registrar may at the written direction of the Issuer 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 Contractual Obligations and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section 12, shall mean direct obligations of the United States of America or 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 Contractual Obligations shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Contractual Obligations the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 11. Damaged~ Mutilated~ Lost~ Stolen~ or Destroyed Contractual Obligations. (a) Replacement Contractual Obligations. In the event any outstanding Contractual Obligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new contractual obligation of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Contractual Obligation, in replacement for such Contractual Obligation in the manner hereina~er provided. (b) Application for Replacement Contractual Obligations. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Contractual Obligations shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, there, or destruction of a Contractual Obligation, the registered owner applying for a replacement contractual obligation shall furnish to the Issuer 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 Issuer, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, their, or destruction of such Contractual Obligation, as the case may be. In every case of damage or mutilation of a Contractual Obligation, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Contractual Obligation so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 11, in the event any such Contractual Obligation 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 this Contractual Obligation, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Contractual Obligation) instead of issuing a replacement contractual obligation, provided security or indemnity is furnished as above provided in this Section 11. (d) Charge for Issuing Replacement Contractual Obligations. Prior to the issuance of any replacement contractual obligation, the Paying Agent/Registrar shall charge the registered owner of such Contractual Obligation with all legal, printing, and other expenses in connection therewith. Every replacement contractual obligation issued pursuant to the provisions of this Section 11 by virtue of the fact that any Contractual Obligation is lost, stolen, or destroyed shall constitute an obligation of the Issuer whether or not the lost, stolen, or destroyed Contractual Obligation 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 Contractual Obligations duly issued under this Ordinance. (e) Authority for Issuing Replacement Contractual Obligations. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 11 of this Ordinance shall constitute authority for the issuance of any 10 such replacement certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such contractual obligations is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Contractual Obligations in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Contractual Obligations issued in conversion and exchange of other Contractual Obligations. Section 12. Custody~ Approval, and Registration of Contractual Obligations~ Bond Counsel Opinion. CUSIP Numbers, and Bond Insurance. The Mayor of the Issuer is hereby authorized to have control of the Contractual Obligations initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Contractual Obligations pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates 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 such Contractual Obligations, and the seal of said Comptroller shall be impressed, or placed in facsim- lie, on such Certificate. The legal opinion of the Issuer's Bond Counsel, a statement regarding the issuance of a municipal bond insurance policy to secure payment of debt service on the Contractual Obligations, if any, and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Contractual Obligations issued and delivered under this Ordinance, but none of such opinion, statement, or number shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Contractual Obligations. Section 13. Contractual Undertaking with Registered Owner. The Issuer hereby, and by the acceptance of each of the Contractual Obligations, contractually obligates and commits itself to utilize the net proceeds available from the issuance and delivery of the Contractual Obligations, after payment of costs of issuance related thereto, for the acquisition or purchase of the Property in accordance with this Ordinance and the Issuer's plan of acquisition therefor. Section 14. Remedies in Event of Default. In addition to all of the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event of default in payment of principal or interest on any of the Contractual Obligations when due, or, in the event it fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the observance of performance of any other of the contracts, covenants, conditions, or obligations set forth in this Ordinance or in the Contractual Obligations. the following remedies shall be available: (a) the registered owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the Issuer and the officials thereof to observe and perform the contracts, covenants, obligations, or conditions prescribed in this Ordinance; and (b) any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor 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. Section 15. Covenants Regarding Tax Matters. The Issuer covenants to take any action to maintain, or refrain from any action which would adversely affect, the treatment of the Contractual Obligations 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 Issuer specifically covenants as follows: (i) To refrain from taking any action which would result in the Contractual Obligations 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 Contractual Obligations or the projects financed therewith are used for any "private business use," as defined in section 141(b)(6) 11 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 Issuer 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 Contractual Obligations, 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 Contractual Obligations 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; (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 Contractual Obligations is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (v) To refrain from taking any action which would result in the Contractual Obligations 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 Contractual Obligations, 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 Contractual Obligations. (vii) To otherwise restrict the use of the proceeds of the Contractual Obligations or amounts treated as proceeds of the Contractual Obligations, as may be necessary, so that the Contractual Obligations do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance 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 Contractual Obligations) 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 Contractual Obligations 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 Issuer to fulfill its responsibilities under this subsection and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Contractual Obligations. 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 Contractual Obligations, the Issuer 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 Contractual Obligations 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 Contractual Obligations, the Issuer agrees to comply with the additional requirements to the 12 extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exclusion from gross income of interest on the Contractual Obligations under section 103 of the Code. Proper officers of the Issuer charged with the responsibility of issuing the Contractual Obligations 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 Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Contractual Obligations. Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion from gross income of interest on the Contractual Obligations under Section 103 of the Code the covenants contained in this subsection shall survive the later of the defeasance or discharge of the Contractual Obligations. Section 16. Continuing, Disclosure Undertaking. This Ordinance does not provide for continuing disclosure under the Rule with respect to Bonds based upon Subsection (d)(l) of the Rule in that the Bonds are in authorized denominations of $100,000 or more and are sold to entities which qualify under Subsection (d)(1)(i) of the Rule. Section 17. Sale of Contractual Obligations. The Contractual Obligations are hereby sold and shall be delivered to First Interstate Bank of Texas, Houston, Texas for the purchase price equal to $2,015,000. The Contractual Obligation initially shall be registered in the name of First Interstate Bank of Texas, Houston, Texas. A Purchase Contract and Investment Letter substantially in the form attached hereto as Exhibit C, between the Issuer and First Interstate Bank of Texas, N.A., Houston Texas, is hereby approved, and shall be executed by the Mayor. Proceeds from the sale of the Contratual Obligations shall be placed in the Acquisition Fund hereby created for the purposes of purchasing the personal property described in Exhibit A hereto. Interest earnings shall be placed in the Interest and Sinking Fund. Section 18. Authority for Officers to Execute Documents. The Mayor. City Secretary, Executive Director of Fiscal and Human Resources and chief financial officer of the Issuer. and all other officers, employees, and agents of the Issuer, 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 corporate seal and on behalf of the Issuer 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 Contractual Obligations. the Purchase Contract and Investment Letter, and the Paying Agent/Registrar Agreement. Section 19. Incorporation of Recitals. The Issuer hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the Issuer hereby incorporates such recitals as a part of this Ordinance. Section 20. 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 ordered. 13 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, AND EFFECTIVE ON this 24th day of August, 1995. ATTEST: /s/ Connie Hooks City Secretary City of College Station, Texas (SEAL) /s/ Larry J. Ringer Mayor City of College Station, Texas 14 TYPE OF EQUIPMENT Computer Networking Equipment AS400 Computer Replacement 800 Megahertz Radio System Exhibit A PERSONAL PROPERTY TO BE ACQUIRED ESTIMATED COST $150,000 $575,000 $1,290,000 DELIVERY DATE January I, 1996 October 1, 1995 November I, 1995 A-1 Exhibit B PAYING AGENT/REGISTRAR AGREEMENT THE PAYING AGENT/REGISTRAR AGREEMENT IS FOUND IN EXECUTED FORM AT TAB 3 IN THIS TRANSCRIPT OF PROCEEDINGS. B-I Exhibit C PURCHASE CONTRACT AND INVESTMENT LETTER THE PURCHASE CONTRACT AND INVESTMENT LETTER IS FOUND IN EXECUTED FORM AT TAB 2 IN THIS TRANSCRIPT OF PROCEEDINGS. C-1