HomeMy WebLinkAbout2006-2935 - Ordinance - 11/09/2006
ORDINANCE NO. .f.2..12.
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
COLLEGE STATION, TEXAS GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2006, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $15,000,000; AND ORDAINING OTHER MATTERS RELATED
THERETO, INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, the City Council has determined to authorize the refunding of all or a portion of
the outstanding obligations of the City described in Schedule I attached to this ordinance (the
"Refundable Obligations") to achieve a debt service savings with respect to Refundable Obligations;
and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
has determined to delegate to the City Manager the authority to effect the sale of the bonds hereinafter
authorized for the purpose of providing for the refunding of all or a portion of the Refundable
Obligations described in Schedule I, subject to the parameters hereinafter described; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the
laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, for the
purposes set forth above.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
1. BONDS AUTHORIZED. That there shall be authorized to be issued, sold, and delivered
hereunder fully registered bonds, without interest coupons (the "Bonds"), numbered consecutively
from R-l upward, payable to the respective initial registered owners thereof, or to the registered
assignee or assignees of the Bonds or any portion or portions thereof, in the denomination of $5,000
or any integral multiple thereof (an "Authorized Denomination"), maturing not later than February 15,
2031, payable serially or otherwise on the dates, in the years and in the principal amounts, respectively,
and dated, all as set forth in the Purchase Agreement. The Bonds are hereby authorized to be issued
for the purpose of refunding all or a portion of the Refundable Obligations, and to pay the costs of
issuing the Bonds. The Bonds authorized by this Ordinance to be issued, sold and delivered may not
be sold in an aggregate principal amount in excess of $15,000,000.
2. SALE OF BONDS. (a) That the Bonds will be sold through a negotiated sale pursuant
to the procedures set forth herein. A.G. Edwards & Sons, Inc. is hereby designated to be the senior
managing underwriter for the Bonds. The City Manager, acting for and on behalf of the City, is
authorized to enter into and carry out the Purchase Agreement with the Underwriters, in substantially
the form attached hereto and made a part hereof for all purposes, with such changes as may be
necessary to effect the sale of the Bonds to the Underwriters. The Bonds shall be sold to the
Underwriters at such price, and subject to such terms and conditions as set forth in the Purchase
Agreemen t, as shall be determined by the City Manager pursuant to subsection (b) below. The
authority of the City Manager to execute the Purchase Agreement shall expire if the Purchase
Agreement has not been executed by the City and by the Underwriters (acting through their duly
designated representative) by 5:00 p.m., Thursday, May 31, 2007. Any finding or determination made
by the City Manager relating to the issuance and sale of the Bonds and the execution of the Purchase
Agreement in connection therewith shall have the same force and effect as a finding or determination
made by the City Council.
(b) As authorized by Chapter 1207, the City Manager is hereby authorized, appointed, and
designated to act on behalf of the City in selling and delivering the Bonds and carrying out the other
procedures specified in this Ordinance, including determining and fixing the date of the Bonds, any
additional or different designation or title by which the Bonds shall be known, the aggregate principal
amount of the Bonds, the date of delivery of the Bonds, the price at which the Bonds will be sold, the
years in which the Bonds will mature, the principal amount of Bonds to mature in each of such years,
the rate of interest to be borne by each such maturity, the interest payment periods, the dates, price,
and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option
of the City, as well as any mandatory sinking fund redemption provisions, and all other matters relating
to the issuance, sale, and delivery of the Bonds, and the refunding of the Refunded Obligations,
including, without limitation, obtaining a municipal bond insurance policy in support of the Bonds, all
of which shall be specified in the Purchase Agreement; provided, that (i) the price to be paid for the
Bonds shall not less than 95% of the aggregate original principal amount thereof, plus accrued interest
thereon from the date of their delivery, and (ii) none of the Bonds shall bear interest at a rate greater
than 10% per annum.
(c) The City Manager and the Chief Financial Officer of the City are authorized and directed
to provide for and oversee the preparation of a final official statement in connection with the issuance
of the Bonds, and to approve such final official statement and deem the preliminary official statement
prepared in connection with the sale of the Bonds final in compliance with the Rule and to provide it
to the Underwriters of the Bonds in compliance with the Rule. The use of the preliminary official
statement prepared in connection with the sale of the Bonds is hereby approved.
3. REDEMPTION OF THE BONDS. (a) To the extent so provided for in the Purchase
Agreement, the Bonds may be subject to redemption prior to their scheduled maturities. Should the
Purchase Agreement provide for the redemption of the Bonds prior to their scheduled maturities at
the option of the City, if less than all of the Bonds are to be redeemed by the City, the City shall
determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the
Paying Agent/Registrar to call by lot Bonds, or portions thereof, within such maturity or maturities and
in such principal amounts, for redemption; provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of
the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arrangements between the City and the securities depository. Should the Purchase Agreement provide
for the mandatory sinking fund redemption of Bonds, the terms and conditions governing any such
mandatory sinking fund redemption and the payment of sinking fund redemption payments relating
thereto shall be as set forth in the Purchase Agreement.
(b) At least thirty (30) days prior to the date any such Bonds are to be redeemed, a written
notice of redemption shall be given by the Paying Agent/Registrar to the registered owner of each
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Bond or a portion thereof being called for redemption by depositing such notice in the United States
mail, first-class, postage prepaid, addressed to each such registered owner at the address thereof as
shown on the Registration Books (hereinafter defined). By the date fixed for any such redemption due
provision shall be made by the City with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued
interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due
provision for such payment is made, all as provided above, the Bonds, or the portions thereof which
are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and
shall not bear interest after the date fixed for their redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the redemption price plus accrued
interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided
for such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal of the Bonds or any portion thereof. If a portion of any Bond shall be
redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate,
in any Authorized Denomination, at the written request of the registered owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon
the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance.
(c) (i) In addition to the manner of providing notice of redemption of Bonds as set forth
above, the Paying Agent/Registrar shall give notice of redemption of Bonds by either United States
mail, first-class postage prepaid, or electronic mail, at least 30 days prior to a redemption date to each
NRMSIR and the SID. In addition, in the event of a redemption caused by an advance refunding of
the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the persons
specified in the immediately preceding sentence at least 30 days but not more than 90 days prior to the
actual redemption date. Any notice sent to each NRMSIR and the SID shall be sent so that they are
received at least two days prior to the general mailing or publication date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Bond who
has not sen t the Bonds in for redemption 60 days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this
Ordinance, shall contain a description of the Bonds to be redeemed including the complete name of
the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, if any,
the amounts called of for redemption, the publication and mailing date for the notice, the date of
redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which
the Bond may be redeemed including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
4. INTEREST. That the Bonds shall bear interest calculated on the basis of a 360-day year
composed of twelve 30-day months from the dates specifIed in the FORM OF BOND to their
respective dates of maturity at the rates set forth in the Purchase Agreement. Interest on the Bonds
shall be payable on the dates as set forth in the Purchase Agreement, until the maturitY or prior
redemption of the Bonds.
5. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) That the City shall keep
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or cause to be kept at the designated corporate trust office in Dallas, Texas (the "Designated
Payment/Transfer Office") of The Bank of New York Trust Company, N.A. (the "Paying
Agent/Registrar"), or such other bank, trust company, financial institution, or other agency named in
accordance with the provisions of (g) below, books or records of the registration and transfer 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 transfers and registrations
under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of
the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books
the address of such registered owner of each bond to which payments with respect to the Bonds shall
be mailed, as herein provided. The City or its designee 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. Registration of each Bond may be transferred in the
Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar
for transfer of registration and cancellation, together with proper written instruments of assignment,
in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the
assignment of such bond, or any portion thereof in any integral multiple of $5,000, to the assignee or
assignees thereof, and the right of such assignee or assignees to have such bond or any such portion
thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any
Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in
the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any
time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not
such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any
notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest
on any such bond shall be made only to such registered owner. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid.
(c) 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, and to act as its agent to exchange or replace 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, and of all
exchanges thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof atthe Designated Payment/Transfer Office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF BOND, in the denomination of $5,000, or any integral
multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
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assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Bond or
Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the
case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided
herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in
the denomination or denominations of any integral multiple of $5,000 at the request of the registered
owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued
to the registered owner upon surrender thereof for cancellation. If any Bond or portion thereof is
assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute
bond shall bear a letter and/or number to distinguish it from each other bond. The Paying
Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered bond or
bonds delivered in exchange for or replacement of any Bond or portion thereof as permitted or
required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this
Ordinance, and may again be exchanged or replaced. It is speciflcally provided, however, that any
Bond delivered in exchange for or replacement of another Bond prior to the first scheduled interest
payment date on the Bonds (as stated on the face thereof) shall be dated the same date as such Bond,
but each substitute bond so delivered on or after such first scheduled interest payment date shall be
dated as of the interest payment date preceding the date on which such substitute bond is delivered,
unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as
of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the
interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall
be dated as of the date to which such interest has been paid in full. On each substitute bond issued in
exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed
thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the
FORM OF BOND (the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the
manner set forth above, and manually sign and date the Authentication Certificate, and no such
substitute bond shall be deemed to be issued or outstanding unless the Authentication Certificate is so
executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for exchange or
replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City
Councilor any other body or person so as to accomplish the foregoing exchange or replacement of
any Bond or portion hereof, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas
Government Code, the duty of exchange or replacement of any Bond as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the
exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with
the same effect as the Bonds which originally were delivered pursuant to this Ordinance, approved by
the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required to transfer or exchange any Bond so selected for redemption,
in whole or in part, within 45 calendar days of the date fixed for redemption; provided, however, such
limitation of transfer shall not be applicable to an exchange by the registered owner of the uncalled
principal of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (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 sched-
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uled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall
have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the
Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Bonds, but the registered owner of any Bond requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The registered
owner of any Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and
standard or customary fees and charges for exchanging any such bond or portion thereof, together with
any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent
to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an
assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of
$5,000, and in the case of the exchange of the unredeemed portion of a Bond which has been
redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid
by the City. In addition, the City hereby covenants with the registered owners of the Bonds that it will
(i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for
its services with respect to the payment of the principal of and interest on the Bonds, when due, and
(ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or
registration of Bonds solely to the extent above provided, and with respect to the exchange of Bonds
solely to the extent above provided.
(g) 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, or
other entity duly qualified and legally authorized 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 60 days written notice to the Paying Agent/Registrar. 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 it will promptly appoint a competent
and legally qualified national or state banking institution which shall be a corporation organized and
doing business under the laws of the United States of America or of any state, authorized under such
laws to exercise trust powers, subject to supervision or examination by federal or state authority, and
whose qualifications substantially are similar to the previous Paying Agent/Registrar 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.
6. FORM OF BONDS. That the form of all Bonds, including the form of the
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Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration
Certificate to accompany the Bonds on the initial delivery thereof, shall be, respectively, substantially
in the form set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance. The printer of the Bonds is hereby
authorized to print on the Bonds (i) the form of bond counsel's opinion relating to the Bonds, and (ii)
an appropriate statement of insurance furnished by a municipal bond insurance company providing
municipal bond insurance, if any, covering all or any part of the Bonds.
7. DEFINITIONS. That, as used in this Ordinance, the following terms shall have the
meanings set forth below, unless the text hereof specifically indicates otherwise:
"Bond" or "Bonds" means one or more, as the case may be, of the General Obligation
Refunding Bonds authorized to be issued by this Ordinance.
"City" and "Issuer" mean the City of College Station, Texas, or where appropriate, the City
Council.
"City Council" means the governing body of the City.
"Code" means the Internal Revenue Code of 1986, as amended.
"Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of America, (ii)
noncallable obligations of an agency or instrumentality of the United States of America, including
obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that,
on the date of the purchase thereof are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state
or an agency or a county, municipality, or other political subdivision of a state that have been refunded
and that, on the date the governing body of the City adopts or approves the proceedings authorizing
the financial arrangements are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent.
"Escrow Agreement" means the Escrow Agreement between the City and the escrow agent
named therein, executed and delivered in connection with the refunding of the Refunded Obligations.
"MAC" means the Municipal Advisory Council of Texas.
"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.
"Purchase Agreement" means the bond purchase contract between the City and the
Underwriters pertaining to the purchase of the Bonds by the Underwriters.
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"Refundable ObligatIons" means those bonds identified in Schedule I attached to this
Ordinance that are eligible to be refunded in accordance with Section 13 of this Ordinance.
"Refunded Obligations" means those Refundable Obligations selected by the City Manager to
be refunded with the proceeds of the Bonds, as identified in the Purchase Agreement.
"Rule" means SEC Rule 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.
"Underwriters" means the investment banking firm or syndicate of investment banking firms
which contract to purchase the Bonds in accordance with the terms and conditions of the Purchase
Agreement.
"Year" or "fiscal year" means the regular fiscal year of the City, which may be any 12
consecutive months period established by the City Council.
8. LEVY OF TAX; INTEREST AND SINKING FUND. (a) That a special fund or
account, to be designated the "City of College Station, Texas Series 2006 General Obligation
Refunding Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created
and shall be established and maintained at an official depository 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 Bond is outstanding and unpaid, the City Council of the City
shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax
rolls of the City, with full allowances being made for tax delinquencies and costs of tax collections,
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 a sinking fund to pay the principal (including mandatory
sinking fund redemption payments, if any) of the Bonds as such principal matures, but never less than
2% of the outstanding principal amount of the Bonds as a sinking fund each year. Said rate and
amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property
in the City for each year while any Bond is outstanding and unpaid, and said ad valorem tax shall be
assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund.
Said ad valorem taxes necessary to pay the interest on and principal of the Bonds, as such interest
comes due, and such principal matures or comes due through operation of the mandatory sinking fund
redemption, if any, as provided in the FORM OFBOND, are hereby pledged for such purpose, within
the limit prescribed by law. There shall be appropriated from the General Fund of the City for deposit
into the Interest and Sinking Fund moneys as may be necessary to pay the principal and interest
payments on the Bonds scheduled to occur on or before February 15, 2007. Money in theInterestand
Sinking Fund, at the option of the City, may be invested in such securities or obligations as permitted
under applicable law and the City's investment policy. Any securities or obligations in which money
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is so invested shall be kept and held in trust for the benefit of the owners of the Bonds and shall be
sold and the proceeds of sale shall be timely applied to the making of all payments required to be made
from the Interest and Sinking Fund. Interest and income derived from the investment of money in
the Interest and Sinking Fund shall be credited thereto.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in
order to preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and
enable a filing to perfect the security interest in said pledge to occur.
9. DAMAGED, LOST, STOLEN OR DESTROYED BONDS. (a) That 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 of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
applicant 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 ofloss, theft, or destruction of a Bond, the applicant
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 applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so
damaged or mutilated.
(c) 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) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the
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) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
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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, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Bonds issued in exchange for other Bonds.
10. SUBMISSION OF PROCEEDINGS TO ATTORNEY GENERAL. That the Mayor
or the designee thereof is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds 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 Bonds, said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on each such certificate. After registration by said Comptroller,
delivery of the Bonds shall be made to the representative for the Underwriters and subject to the
general supervision and direction of the Mayor, against receipt by the City of all amounts due to the
City under the terms of sale.
11. FEDERAL TAX COVENANTS. That the Issuer covenants to take any action to assure,
or refrain from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Code, the interest on which is not includable in the "gross income" of
the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as
follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith 0ess amounts deposited to a reserve fund, if any)
are used for any "private business use," as defined in section 141 (b) (6) of the Code or, if more
than 10 percent of the proceeds 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 Ordinance or
any underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the
Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent 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;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds 0ess amounts deposited into a reserve
fund, if any) 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;
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(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indi-
rectly, 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, other than investment property acquired with __
(1) proceeds of the Bonds invested for a reasonable temporary period of
thirty days or less, until such proceeds are needed for the purpose for which the Bonds
are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(g) 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 extent applicable,
section 149(d) of the Code (relating to advance refundings); and
(h) 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 percent
of the "Excess Earnings", within the meaning of section 148(f) 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
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the 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 Issuer will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely
affect the exemption from federal income taxation 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 Issuer agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve
the exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of the foregoing, the Mayor, the City Manager, the Deputy City Manager, any Assistant
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City Manager, and the Chief Financial Officer of the City may execute any certificates or other 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.
In otder to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City forthe sole benefit of the United States of America, and such Rebate Fund shall
not be subject to the claim of any othet person, including without limitation the registered owners of
the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
12. DISPOSITION OF PROJECT. That the City covenants that the property financed or
refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion
of a nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds or the Refunded Obligations. For purposes
of this Section, the portion of the property comprising personal property and disposed of in the
ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion of a nationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross income
of the interest.
13. REFUNDING THE REFUNDED OBLIGATIONS. That the City hereby finds that
the issuance of the Bonds for the purpose of refunding the Refunded Obligations to realize a net
present value savings is a public purpose. As a condition to the issuance of the Bonds, the refunding
of the aggregate principal amount of the Refunded Obligations must produce (i) a net present value
savings, calculated in accordance with GASB Statement No.7, of at least 4.50%, and (ii) a positive gross
savings. The City Manager may elect not to refund any or all of the Refundable Obligations listed in
Schedule I, but in no event shall the Bonds be issued if the refunding of the aggregate principal amount
of the obligations selected for refunding does not result in the minimum savings threshold established
in this Section being realized. On or before the date of delivery of the Bonds the Chief Financial
Officer of the City shall execute and deliver to the City Council a certificate stating that the savings
thresholds herein established have been realized. This certificate shall specifically state both the net
present value savings and the gross savings realized by the City as a result of refunding the Refunded
Obligations. In addition, the City hereby determines that, subject to the execution of the Purchase
Agreement with the Underwriters and the delivery of the Bonds, the Refunded Obligations shall be
called for redemption on the redemption date or dates set forth in Schedule I, at the applicable
redemption price to the date fixed for redemption as provided in Schedule 1. With respect to the
redemption of the Series 2000 Certificates of Obligation identified in Schedule I, the City hereby finds
that the omission in the ordinance authorizing the sale of the Seties 2000 Certificates of Obligation of
the call feature for said Series 2000 Certificates of Obligation was a typographical error, as (i) the official
statement prepared in connection with the sale of said Series 2000 Certificates of Obligation contained
the call feature that permitted the prior redemption at the option of the City of all or any portion of
said Series 2000 Certificates of Obligation maturing on and after February 15, 2011 on February 15,
2010, or any date thereafter, and (ii) the City's financial advisor has represented to the City that the
outstanding Series 2000 Certificates of Obligation are trading with an optional redemption date of
February 15,2010. The City Manager or the designee thereof shall take such actions as are necessary
to cause notice of redemption to be given for the Refunded Obligations called for redemption. The
determination of the City Manager relating to the issuance and sale of Bonds to refund Refunded
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Obligations in such principal amount as provided in the Purchase Agreement shall have the same force
and effect as if such determination were made by the City Council. The City Manager and the City
Secretary are hereby authorized to execute and deliver the Escrow Agreement, in substantially the form
attached to this Ordinance, should the Purchase Agreement be executed and the Bonds are sold.
14. CONTINUING ONGOING DISCLOSURE. (a) Annual Reports. (i) 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 2006, financial information and operating data with respect to the City of the general
type included in the final Official Statement authorized by Section 2( c) of this Ordinance, being the
information described in Exhibit B hereto. Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit B hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation, 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, then the City shall provide unaudited financial
statements by the required time, and shall provide audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if the audit report on such statements becomes available.
(ii) 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 from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEe.
(b) 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 within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting fmancial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The 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 subsection (b) of this
Section by the time required by such subsection. Any filing under this Section may be made solely by
transmitting such filing to the MAC as provided at hur:! /www.disclosureusa.or\>, unless the SEC has
withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
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perform the covenants specified in this'Section for so long as, but only for so long as, the City remams
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 this Ordinance or applicable law
that causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders 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 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.
(iii) UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
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 MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. 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.
(v) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, 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 amended, would have permitted an underwriter to purchase or sell Bonds in the primary
offering of the Bonds 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 holders of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent
to such amendment or (b) a person that is unaffiliated with the City (such as nationally-recognized
bond counsel) determines that such amendment will not materially impair the interest of the holders
and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided in accordance with
subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and
of the impact of any change in the type of financial information or operating data so provided. The
City may also amend or repeal the provisions of this continuing disclosure agreement 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.
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15. DEFEASANCE. (a) Defeased Bonds. That 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 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 in accordance with an escrow agreement or
other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that 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 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 and pledged
as provided in this Ordinance, and such principal and interest shall be payable solely from such money
or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is
hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction
with the payment arrangements specified in subsection 1 5 (a) (i) or (ii) shall not be irrevocable, provided
that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves
the right to call the Defeased Bonds for redemption; (2) the Issuer gives notice of the reservation of
that right to the owners of the Defeased Bonds immediately following the making of the payment
arrangements; and (3) the Issuer directs that notice of the reservation be included in any redemption
notices that it authorizes.
(b) Investment in Defeasance Secun"ties. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that 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 Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection IS(a)(i) or (ii). All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
with. respect to which such money has been so deposited, shall be remitted to the Issuer or deposited
as directed in writing by the Issuer.
(c) Paying Agent/Registrar Services. 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 Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Selection ifBondsfor Defeasance. In the event that the Issuer elects to defease less than all
of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
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16. BOOK-ENTRY ONLY SYSTEM. That the Bonds initially shall be issued and delivered
in such manner that no physical distribution of the Bonds will be made to the public, and The
Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the
Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws
of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under
Section 17 A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way
verifies, such representations. The Bonds initially authorized by this Ordinance intended to be held
by DTC shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. It
is expected that DTC will hold the Bonds on behalf of the Underwriters and their participants. So long
as each Bonds is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and
deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It is
expected that DTC will maintain a book-entry system which will identify ownership of the Bonds in
integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its
participants pursuant to rules and regulations established by them, and that the Bonds initially deposited
with DTC shall be immobilized and not be further exchanged for substitute Bonds except as
hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be
responsible for paying any fees or charges with respect to its services, will not be responsible or liable
for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved, to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership of the Bonds, and the method of paying the fees and
charges of DTC. The City does not represent, nor does it in any way covenant that the initial book-
entry system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and
substitution, as provided for in this Ordinance, substitute Bonds will be duly delivered as provided in
this Ordinance, and there will be no assurance or representation that any book-entry system will be
maintained for such Bonds. In connection with the initial establishment of the foregoing book-entry
system with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by
DTC in order to implement the book-entry system described above.
17. BOND INSURANCE. That the City Manager is hereby authorized in connection with
the sale of the Bonds to obtain a municipal bond insurance policy with respect to the payment of debt
service on the Bonds. Should such a policy be obtained, the conditions of the company issuing such
policy (the "Insurer") set forth in a commitment issued by the Insurer shall be incorporated into and
be deemed part of this Ordinance. A legend provided by the Insurer for inclusion on the Bonds is
hereby authorized to be printed on the Bonds.
18. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences
or events for the purpose of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to be
-16.
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given by any registered owner to the City.
(b) &mediesfor Default.
(i) Upon the happening of any Event of Default, then and in every case, any registered
owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the City, or any official, officer or employee of the City
in their official capacity, for the purpose of protecting and enforcing the rights of the registered
owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity
or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specifiC performance of any covenant or agreement contained herein, or thereby to enjoin any
act or thing that may be unlawful or in violation of any right of the registered owners hereunder
or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the City
or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the registered owners with any liability,
or be held personally liable to the registered owners under any term or provision of this
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
19. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the
Mayor, the City Secretary, the City Manager, the Deputy City Manager, any Assistant City Manager or
the Chief Financial Officer of the City, and all other officers, employees, 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
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herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of
this Ordinance, the Bonds, the offering documents prepared in connection with the sale of the Bonds,
the Escrow Agreement, the Purchase Agreement or the Paying Agent/Registrar Agreement. In case
any officer whose signature appears on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if he
or she had remained in office until such delivery.
20. USE OF PROCEEDS. That the proceeds from the sale of the Bonds shall be used in
the manner described in the letter of instructions executed by or on behalf of the City. The foregoing
notwithstanding, proceeds representing accrued interest on the Bonds shall be deposited to the credit
of the Interest and Sinking Fund and proceeds representing premium on the Bonds shall be used in
a manner consistent with the provisions of Section 1201.041(d), Texas Government Code.
21. PREAMBLE. That the preamble to this Ordinance is incorporated by reference and
made a part hereof for all purposes.
22. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. That 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.
(b) Rules ofConstmction. The words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart
the singular number shall be considered to include the plural number and vice versa. References to any
named person means that party and its successors and assigns. References to any constitutional,
statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted
by the City and any future amendments thereto or successor provisions thereof. Any reference to the
payment of principal in this Ordinance shall be deemed to include the payment of any mandatory
sinking fund redemption payments as may be described herein. References to the FORM OF BOND
in this Ordinance refer to the FORM OF BOND set forth in Exhibit A to this Ordinance.
(c) Inconsistent Provisions. All 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.
(d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision
of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid,
the remainder of this Ordinance shall nevertheless be valid and the City hereby declares that this
Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence,
part, portion, or provisions.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with the
laws of the State of Texas.
(f) Open Meeting. The City officially fmds and determines that 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.
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(g) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
PASSED AND APPROVED this November 9, 2006.
~
City Secretary, City of College Station, Texas
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P.
Bond Counsel
~~
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SCHEDULE I
LIST OF REFUNDABLE OBLIGATIONS
SCHEDULE OF REFUNDED BONDS
General Obligation & Refunding Bonds, Series 1996
Maturity Date
February 15
2010
2011
2012
2013
2014
2015
Interest Rate Par Amount
5.250% 270,000
5.350% 285,000
5.450% 300,000
5.500% 315,000
5.500% 335,000
5.550% 355,000
1,860,000
Call Date
2/15/2007
2/15/2007
2/15/2007
2115/2007
2/15/2007
2/15/2007
Call Price
100
100
100
100
100
100
General Obligation Improvement Bonds. Series 1998
Maturity Date
February 15
2012
2013
2014
2015
2017
Maturity Date
February 15
2011
2012
2013
2014
2015
2016
2017
2018
Interest Rate Par Amount Call Date
5.000% 395,000 2/15/2008
5.000% 415,000 2/15/2008
5.000% 440,000 2/15/2008
5.100% 460,000 2/15/2008
5.125% 995,000 2/15/2008
2,705,000
Certificates of Obligation, Series 2000
Call Price
100
100
100
100
100
Interest Rate Par Amount CalI Date Call Price
5.200% 170,000 2/15/2010 100
5.300% 180,000 2/15/2010 100
5.350% 190,000 2/15/2010 100
5.400% 205,000 2/15/2010 100
5.500% 215,000 2/15/2010 100
5.500% 230,000 2/15/2010 100
5.500% 240,000 2/15/2010 100
5.500% 255,000 2/15/2010 100
1,685,000
Maturity Date
February 15
2012
2013
2014
2015
2016
2017
2018
General Obligation Bonds, Series 2000
Interest Rate Par Amount Call Date
5.300% 470,000 2/15/2010
5.350% 500,000 2/15/2010
5.400% 525,000 2/15/2010
5.500% 560,000 2/15/2010
5.500% 590,000 2/15/2010
5.500% 625,000 2/15/2010
5.500% 665,000 2/15/2010
3,935,000
Call Price
100
100
100
100
100
100
100
EXHIBIT A
FORM OF BOND
NO.
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2006
MATURITY DATE
INTEREST RATE ORIGINAL ISSUE DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS (the "Issuer"), a home-rule municipality located Brazos County, Texas, hereby
promises to pay to
or to the registered assignee nereof (either being hereinafter called the "registered owner") the principal
amount of:
DOLLARS
and to pay interest thereon, from the Original Issue Date specified above, to the maturity date specified
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum
specified above, with said interest being payable on 15, 200_, and semiannually on each
15 and 15 thereafter; except that if the Paying Agent/Registrar's Authentication
Certificate appearing on the face of this Bond is dated later than 15, 200~ such interest is
payable semiannually on each 15 and 15 following such date.
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
redemption prior to maturity at the designated corporate trust offlce in Dallas, Texas (the "Designated
Payment/Transfer Office"), of The Bank of New York Trust Company, N.A., 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 as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the last business day of the month next preceding such
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 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, first-class postage prepaid, on each such interest 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. Any accrued interest due at maturity or upon
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/Transfer Office of the Paying Agent/Registrar. The Issuer covenants with the registered
owner of this Bond that no later than each principal payment and/ or interest payment date for this
Bond it will make available to the Paying Agent/Registrar from the Interest and Sinking Fund as
defined by the ordinance authorizing the Bonds (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.
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 interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest ("Special Payment Date", which shall be 15 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 each registered owner of a Bond appearing on the registration 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.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive
order to close, 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; and
payment on such date shall have the same force and effect as if made on the original date payment was
due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities depository,
or its nominee or registered assigns, shall be made in accordance with existing arrangements between
the Issuer and the securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitu-
tion and laws of the State of Texas in the principal amount of $ . for the purpose of
refunding the "Refunded Obligations" (as defined in the Ordinance); and to pay the costs incurred in
connection with the issuance of the Bonds.
ON FEBRUARY 15, 201~ or on any date thereafter, the Bonds of this Series maturing on
February 15,201_ and thereafter may be redeemed prior to their scheduled maturities, at the option
of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The
years of maturity of the Bonds called for redemption at the option of the City prior to stated maturity
shall be selected by the City. The Bonds or portions thereof redeemed within a maturity shall be
selected by lot or other method by the Paying Agen t/Registrar;prouded, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds,
if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be
redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the Issuer and the securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption a written notice of such
redemption shall be given to the registered owner of each Bond or a portion thereof being called for
redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed
to each such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar. By the date fixed for any such redemption due provision shall be made by the Issuer
with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or
the portion hereof which is to be so redeemed, plus accrued mterest thereon to the date fixed for
redemption. If such notice of redemption is given, and if due provision for such payment is made, all
as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically
shall be redeemed prior to its scheduled maturity, and shall not bear in terest after the date fixed for its
redemption, and shall not be regarded as being outstanding except for the right of the registered owner
to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record
in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the written request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Ordinance.
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 maturity date, and bearing interest at the same rate,
in any 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 at its Designated Payment/Transfer Office 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/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 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 transferred and 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 one requesting such
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
exchanging any Bond or portion thereof. 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 Issuer. In any circumstance, neither
the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during
a period beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer
or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within
30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds 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 promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
of which it is a part, is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done
and performed and have happened in regular and due time, form and manner as required by law; that
sufficient and proper provision for the levy and collection of ad valorem taxes has been made, which,
when collected, shall be appropriated exclusively to the payment of this Bond and the series of which
it is a part; and that the total indebtedness of the City of College Station, Texas, including the entire
series of bonds of which this is one, does not exceed any constitutional or statutory limitation.
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 Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
IN WITNESS WHEREOF, the City has caused this Bond to be signed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of
the City Secretary of the City, has caused the official seal of the City to be duly impressed, or placed
in facsimile, on this Bond.
City Secretary
City of College Station, Texas
Mayor
City of College Station, Texas
(SEAL)
FORlY! OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue 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:
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
Paying Agent/Registrar
By
Authorized Representative
FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF):
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, and that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding obligation of the City of College Station, Texas, payable in
the manner provided by and in the ordinance authorizing same, and said Bond has this day been
registered by me.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
/
/
(please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond 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
Bond in every particular, without alteration or
enlargement or any change whatsoever.
The printer of the Bonds is hereby authorized to print on the Bonds (i) the form of bond counsel's
opinion relating to the Bonds, and (ii) an appropriate statement of insurance furnished by a municipal
bond insurance company providing municipal bond insurance, if any, covering all or any part of the
Bonds.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 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 as specified below (and included in the Appendix or under the
headings of the Official Statement referred to):
1. The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Off,cial Statement under the following captions, but for the
most recently concluded fiscal year: Tables 1 through 6 and Tables 8 through 13 and Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 described above, as such principles
may be changed from time to time to comply with state law or regulation.
officers and members of said City Council was duly and sufficiently notified officially and personally,
in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be
introduced and considered at said Meeting, and each of said officers and members consented, in
advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public
and public notice of the time, place and purpose of said meeting was given, all as required by Chapter
551, Texas Government Code.
SIGNED AND SEALED THIS THE 9TH DAY OF NOVEMBER, 2006.
~~
~iL~
Mayor .
City Secretary
(SEAL)
(g) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
PASSED AND APPROVED this November 9, 2006.
('~~ l~
City Secretary, City of College Station, Texas
'^--"
College Station, Texas
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P.
Bond Counsel
-19-